Exhibit 10.8
AGREEMENT
THIS AGREEMENT is entered into as of October 16, 2001, by and between
G.O.A.T., Inc. ("GOAT"), having an address at 0000 Xxxxxxx Xxxx, Xxxxxxx
Xxxxxxx, Xxxxxxxx, 00000, for the services of Xxxxxxxx Xxx ("Ali"), and
Premier Sports Media and Entertainment Group, Inc. ("Premier") having an
address at 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
WHEREAS, Premier desires to obtain certain rights from, and services
of, Ali in connection with the publication of a magazine chronicling the
history of the heavyweight championship and featuring Xxxxxxxx Xxx ("Ali") as
one of several former heavyweight champions;
WHEREAS, Ali has granted such rights to GOAT, together with the
right to sub-license such rights;
WHEREAS, GOAT; is prepared to grant such rights to Premier, for good
and valuable consideration and on the terms and condition set forth herein.
1. Term: The Term of this Agreement shall commence upon the date
set forth above and shall be co-extensive with the copyright in the Work, as
defined below, unless earlier terminated in accordance with the provisions
hereof.
2. Territory: Territory as used herein shall mean the world in all
languages.
3. GOAT'S Responsibilities:
(a) Grant of Rights:
(1) On the terms and conditions set forth herein, GOAT
hereby grants to Premier the non-exclusive right to develop and publish in
the Territory during the Term a magazine chronicling the heavyweight
championship and featuring Ali as one of several former heavyweight champions
(the "Work"),
(2) Premier shall have the right to use Ali's name and
likeness subject to the approval provisions contained herein, solely to the
extent they are incorporated in the Work as provided herein end to promote
the Appearance for In paragraph 3(c)(1) hereof.
(3) Premier shall have the right to list the title of the
Work and/or depict a photograph of the Work in internal company circulars or
other non-advertising documents used in the ordinary course of Premier's
business. All such uses must indicate the year of the publication of the
Work and shall contain no other reference to Ali.
(4) Subject to GOAT's approval rights hereunder, Premier
shall have the right for a period of two (2) years from the date of
publication of the Work to advertise and promote the Work on a web site
having the domain name xxxxxx.xxx or xxxxxxxxxxx.xxx. The web site shall not
promote or advertise the business of any third party or the sale of any
product or service other than the Work. Upon execution of this Agreement,
Premier shall transfer to GOAT all right, title and interest, it may have in
any domain name [e.g. xxxxxx.xxx or xxxxxxxxxxx.xxx] that includes any
reference to Ali.
(5) Premier shall not have the right to use Ali's name,
likeness or any other reference to Ali in connection with any item of
merchandise, artwork (whether or not derived from the Work) or as a part of
any commercial tie-in, premium, give away or co-branding venture, or to
otherwise promote the products, services or business of any person or entity
including Premier.
(6) Without limiting the generality of any other
provision of this Agreement, Premier agrees that it shall not use any
beverage product or brand, the beverage and food products of PepsiCo, Inc, or
its subsidiaries, or any pork, alcohol or tobacco products, as a sponsor of
the Work or in connection with any advertising or promotion of the Work,
(7) Premier acknowledges that it has no right to register
and own any and all trademarks which include the name, likeness or which
relate in any manner to Ali. Premier shall execute any and all documents
which GOAT reasonably believes to be necessary or desirable for registration
or protection of such trademark or trademarks in the name of Ali or GOAT.
Premier agrees that it will not file, during the Term, or thereafter, any
application for trademark registration or otherwise obtain or attempt to
obtain ownership of any trademark or trade name in any country of the world
which consists of Ali's name, likeness, or any xxxx, design or logo intended
to make reference to Ali or to identify Ali. All use of trademarks which
refer to Ali shall inure to the benefit of GOAT. Premier shall give GOAT
prompt notice of any breach of GOAT's trademark rights and Premier shall give
notice on all materials that Ali's name end likeness, and other trademark
references to Ali, are owned by GOAT and that such are used by
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Premier only pursuant to a license from GOAT. GOAT will advise Premier of
the specific form of notice from time to time.
(8) All rights not expressly granted hereunder are
reserved to GOAT and Ali.
(b) Exclusivity: Commencing on the date of the execution
of this Agreement, and terminating on January 31, 2003, GOAT shall not grant
to any other party the right to produce or publish a book or magazine
featuring Ali. This provision shall not apply to (a) a work about Ali being
produced and published by Taschen GmbH; (b) a pictorial book about the making
of the Columbia Pictures Motion picture "ALI"; and (c) any magazine or other
publication featuring Ali where substantial portions of the magazine or
publication contain material about topics other than Ali or boxing and where
GOAT has provided written notice to Premier during the period of exclusivity
of such magazine or other publication. Any inadvertent failure to give the
notice provided for herein shall not constitute a breach of this Agreement or
otherwise preclude GOAT from granting the rights provided for in paragraph
3(b)(c).
(c) Services of Ali:
(1) GOAT shall cause Ali to make one (1) personal
appearance at a Press Conference and Reception (collectively referred to as
the "Appearance") to promote the Work. The Press Conference and the
Reception shall begin and end on the same day and take place at a time, date
and location within the continental United States to be agreed upon with the
understanding that Premier shall make best efforts to have them take place in
Chicago, Illinois. The Press Conference and Reception shall each not exceed
two (2) hours in duration and shall take place one immediately following the
other or at the same time. Neither the Press Conference nor the Reception
shall be open to the public or advertised as an autograph signing session.
The Press Conference shall be limited to the accredited press and the
Reception shall be limited to no more than seventy-five (75) attendees. Ali
shall be permitted to take a break during the Press Conference or Reception
as needed.
(2) If the Appearance takes place in Chicago, Premier
will provide Ali and a party of four (4) ("All Party") with exclusive ground
transportation between Chicago and Berrien Springs, Michigan, first class
hotel accommodations (including one two bedroom suite), meals and
non-alcoholic beverages. If the Appearance takes place elsewhere, Premier
shall provide the Ali party with travel to the site of the Appearance on the
day preceding the Appearance and shall provide the Ali Party with air
transportation on a private jet with six feet cabin clearance, a minimum of
eight (8) passenger seats and equipped with a bathroom, and having an ARGUS
rating of platinum. In addition, Premier shall provide the Ali
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party with exclusive ground transportation, first class hotel accommodations
(including one two bedroom suite) for a maximum of two nights, meals and
non-alcoholic beverages.
(3) In the event Ali is unable to make the Appearance
because of death, disability or illness, or such other reason beyond the
control of GOAT or Ali, such failure to make the Appearance shall not
constitute a breach of this Agreement or excuse Premier of any of its
obligations hereunder.
(4) Prior to the date set for the Appearance, GOAT shall
cause Ali to sign fifty (50) copies of the Work for distribution by Premier
to persons involved in the distribution of the Work.
(5) GOAT shall cause Ali to be available at Berrien
Springs, Michigan, or such other place as the parties may agree upon, at a
time to be agreed upon, for an interview not to exceed two (2) hours in
connection with the preparation of the Work.
4. Premier's Responsibilities:
(a) On or before February 1, 2002 (the "Publication Deadline"),
Premier shall at its sole cost and expense develop and publish the Work.
Premier agrees that the Work shall be of a quality at least equivalent to the
highest quality work previously published by Premier. The Work shall portray
Ali with dignity and integrity and shall not contain any material contrary to
Ali's religious beliefs. In addition, the Work shall have the below listed
characteristics and elements:
(1) Soft cover magazine format, not to exceed 200 pages in
length, and offered for sale as a commemorative collectible at a suggested
retail price of between approximately $14.95 to $24.95.
(2) Photographs and stories featuring the history of the
heavyweight championship and profiling no less than ten former heavyweight
champions or heavyweight championship bouts.
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(3) Photographs and stories profiling Muhammad All,
containing Ali's selections of the top ten fighters in history and the top
ten fights in history, and containing interviews of fighters discussing their
views on Ali and his impact on their careers.
(4) A photograph of All on the cover of the Work provided
by Premier at its sole cost and expense.
(5) The Work shall contain photographs and text relating
to the feature motion picture ALI, being distributed by Columbia Pictures
("Columbia Materials"), There shall be no charge to Columbia in connection
with the placement or the Columbia Materials on or in the Work. The Columbia
Materials may include, at Columbia's sole option and discretion, the
following:
(a) An advertisement or artwork on the inside front
cover or outside back cover of the Work.
(b) A feature story within the Work relating to
the release of ALI, the movie,
The Columbia Materials shall be subject to the approval of Columbia. It
shall be Premier's responsibility, at its sole cost and expense, to obtain
the Columbia Materials suitable for publication, and to obtain approval for
the publication of such materials from Columbia. Prior to the publication of
the Work, Premier shall provide GOAT timely notice of Columbia's approval of
the Columbia Materials.
(6) The Work will be published in a single edition (the
"Edition").
(b) Premier shall have the responsibility at its sole expense
to obtain all necessary rights, consents, clearances end releases necessary
to the use and publication of any and all materials contained in the Work
including, but not limited to, materials subject to copyright, trademark or
design protection.
5. Compensation:
(a) In consideration for the rights and services provided
hereunder, upon execution of this Agreement, Premier shall pay to GOAT in the
United States at the address set forth herein the non-refundable advance of
Five Hundred Thousand Dollars ($500,000) (the "Advance"} without deductions,
set offs, withholding or remittance tax of any kind, whatsoever.
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Notwithstanding the foregoing, in the event All falls to make the Appearance
provided for in paragraph 3(c)(1) for any reason other than that set forth in
paragraph 3(c)(3), GOAT shall return to Premier the sum of Fifty Thousand
Dollars ($50,000). This shall be Premier's exclusive remedy in the event Ali
fails to make the Appearance.
(b) Premier shall pay GOAT within thirty (30) days following
the end of each calendar quarter fifty percent (50%) of net profits, defined
below, ("Net Profits") payable when Nat Profits exceed One Million Dollars
($1,000,000). Net Profits are defined as groins revenues derived from all
sources worldwide in connection with the sale of the Work, less the verified
costs of development, production, publishing and advertising.
(c) GOAT shall receive fifty (50) copies of the Work at no cost
to GOAT for GOAT's private use.
6. Approval by GOAT: Premier agrees that the Work shall portray Ali
with dignity and integrity. In addition, GOAT shall have the following
rights of approval:
(a) GOAT shall have the right to approve the text, photographs,
and illustrations contained on or in the Work, and the content, appearance
and presentation of the Work, such approval not to he unreasonably withheld.
(b) All advertising and promotional materials and activities in
relation to the Work will be subject to prior approval of GOAT, not to be
unreasonably withheld.
(c) All materials subject to GOAT's approval hereunder shall be
submitted to GOAT for its review and approval or disapproval at the address
for GOAT set forth herein, if GOAT does not provide its written approval
within five (5) days following receipt of such materials, such materials
shall be deemed disapproved by GOAT. Premier agrees that it will not publish,
produce or in any manner distribute any materials hereunder that have not
been approved in advance by GOAT in accordance with the provisions hereof.
7. Warranties and Representations:
(a) Each party represents and warrants to the other that any
material contributed by either party in connection with the Work is not and
will not in any way be a violation of a copyright or common law right or
rights of any
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privacy, publicity or any other right of any person, firm or corporation and
that such material will contain nothing of a libelous, obscene or otherwise
unlawful character. Any material provided by GOAT or Ali which is materially
altered by Premier (to the extent of such alteration), any material obtained
by Premier from other sources (for example, photographs obtained from third
parties) and material created by Premier is deemed to have been contributed
by Premier.
(b) Subject to the provision of paragraph 3(b) and 4(a)(5)
hereof, earth party represents and warrant to the other that they have no
other contractual commitment of any kind which prevents them from entering
into this Agreement, materially conflicts or interferes with the performance
of their obligations under this Agreement or prohibits or prevents them from
granting all of the rights and privileges granted in this Agreement.
8. Indemnification:
(a) Premier agrees to protect, indemnify and save harmless GOAT
and Ali, their agents, officers, employees, representatives, heirs, and
assigns from and against any and all expenses, damages, claims, suits,
actions, judgments and costs whatsoever, including reasonable attorneys' fees
arising out of or in any way connected with (i) the material breach by
Premier of this Agreement or any warranties or representations made by
Premier herein, (ii) any claim made by any third party arising from any
material contributed by Premier; (iii) any actual or alleged infringement by
Premier of any copyrights, trademarks, design rights, author's rights or any
proprietary rights of any third party, (iv) any breach by Premier of any
statutory or regulatory law or order and (v) any use of the All name,
likeness or endorsement by Premier which is contrary to the terms of this
Agreement. This provision shall survive the termination of the Agreement.
(b) GOAT agrees to protect, indemnify and save harmless Premier
its agents, officers, employees, representatives, heirs, and assigns from and
against any and all expenses, damages, claims, suits, actions, judgments and
costs whatsoever, including reasonable attorneys' fees arising out of or in
any way connected with (i) the material breach by GOAT of this Agreement or
any warranties or representations made by GOAT herein, and (ii) any claim
made by any third party arising from any material contributed by GOAT. This
provision shall survive the termination of the Agreement.
9. Force Majeure. In the event the publication of the Work is
delayed or prevented by reason of any act of war, insurrection, labor strife,
natural disaster,
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fire or shortage of materials ("Force Majeure Event"), the Publication
Deadline set forth in paragraph 4(a) of this Agreement shall be extended for
a period equivalent to the period such Force Majeure Event delays or prevents
the publication of the Work; provided, however, that such extension of the
Publication Deadline shall not exceed thirty (30) days in the aggregate.
10. Termination: Without waiving any rights or remedies that either
party may have in law or in equity, either party may terminate this Agreement
for any of the following reasons:
(a) Failure to make any payment required to be made hereunder.
(b} A material breach of the Agreement.
(c) A failure to publish the Work on or before the Publication
Deadline.
In the event of a Termination of this Agreement, Premier shall immediately
discontinue the development, publication and/or sale of the Work and
immediately discontinue any and all use of Ali's name, likeness, endorsement
or any other reference to Ali or GOAT. In the event of termination pursuant
to this provision as a result of acts or omissions on the part of Premier,
GOAT shall not be required to refund any payments made to it by Premier
hereunder prior to the date of such termination.
11. No Assignment: The rights and obligations of Premier hereunder
shall not be sold, sub-licensed or otherwise assigned by Premier without the
prior written approval of GOAT, which approval GOAT may exercise in its sole
discretion. Notwithstanding the foregoing, Premier may engage the services
of a co-publisher so long as Premier remains liable for its obligations
hereunder and such co-publisher agrees in writing to be bound by the
provisions hereof.
12. Accounting: Premier shall keep customary books and records
regarding the development, publication and sale of the Work and shall provide
GOAT a quarterly accounting of revenues and expenses associated with the
development, publication and sale of the Work. Upon reasonable notice to
Premier. GOAT shall have the right to audit the books and records required to
be maintained hereunder.
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13. Notices and Submissions: All notices or submissions to be made or
delivered by Premier to GOAT pursuant to this Agreement shall be delivered to
GOAT as follows, unless otherwise noticed by GOAT from time to time:
G.O.A.T., Inc.
c/o Xxxxxx Xxx
0000 Xxxxxxx Xxxx
Xxxxxxx Xxxxxxx, Xxxxxxxx 00000
with a courtesy copy to:
Xxxxxx Xxxxx
Xxxxxx Xxxxx Management
Say Entertainment
0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
and
Xxxxxx X. DiNicole
Xxxxxxxx, Xxxxxxxxxx & Xxxxx LLP
00000 Xxxx Xxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
All notices to be made or delivered by GOAT to Premier pursuant to this
Agreement shall be delivered to Premier as follows, unless otherwise noticed
by Premier from time to time:
Xxxx X. Xxxxxxxxx
Premier Sports Media and Entertainment Group, Inc.
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx. Xxx Xxxx 00000
with a courtesy copy to:
Xxxxxx Xxxxxx
Frankfurt, Garbus, Kurnit, Xxxxx & Xxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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All such notices and notices proved for hereunder shall be deemed made upon
receipt.
14. Arbitration. Any dispute arising under or related to the subject
matter of this Agreement shall be resolved by binding arbitration pursuant to
the International Arbitration Rules of the American Arbitration Authority
located in Los Angeles, California. The determination of the arbitrator
shall be final and binding and may be entered in any court of competent
jurisdiction. The prevailing party shall be entitled to an award of
reasonable attorneys' fees.
15. Entire Agreement: This Agreement constitutes the entire
Agreement between the parties supersedes; all prior agreements or
understandings concerning the subject matter hereof; and may only be modified
by a writing signed by all the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first written above.
G.O.A.T., Inc.
/s/ Xxxxxxxx Xxx
--------------------------------------
By: Xxxxxxxx Xxx
Its: President
Premier Sports Media and
Entertainment Group, Inc.
/s/ Xxxx X. Xxxxxxxxx
--------------------------------------
By: Xxxx X. Xxxxxxxxx
Its: Chairman
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