A Floyd Mayweather vs Manny Pacquaio Sample Fight Contact for Dubai

With rumors spreading that Mayweather vs Pacquiao could be held in Dubai. Boxinginsider.com found this “contract” that was forwarded to us back in 2012. Lets just assume this is all “fan fiction.” But makes for interesting reading.

PROFESSIONAL PRIZE FIGHT (BOXING MATCH) AGREEMENT
AGREEMENT made this ____ day of October, 2012, between the Royal Emirates Group, a Dubai, UAE Company (hereinafter referred to as “Promoter”) and Floyd J. Mayweather, Jr. a United States Citizen (hereinafter referred to as “Mayweather”), and Manny Pacquiao, a Philippines Citizen (hereinafter referred to as “Pacquiao”), Mayweather and Pacquiao collectively referred to as “Fighters” and all parties collectively referred to as “The Parties.”
RECITALS
WHEREAS, Fighters are professional boxers who wish to fight each other in a professional boxing match within the city of Dubai, UAE.
WHEREAS, Promoter wishes to finance, organize and promote a professional boxing match to take place within the city of Dubai, UAE.
WHEREAS, Fighters desire to receive and Promoter agrees to provide, the Services upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, Promoter and Fighters agree as follows:
ARTICLE I: DEFINITIONS
Section 1.1 Definitions. Capitalized terms used herein without definition shall have the
meaning set forth in this Section 1.1:
“Affiliate” of a Person shall mean a Person that directly or indirectly (through one or more intermediaries), controls, is controlled by, or is under common control with such Person, “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, indenture or credit arrangement, as trust or executor, or otherwise.
“Contest” or “Bout” shall mean a professional boxing match between Mayweather and Pacquiao sanctioned by a Governmental Authority to take place in Dubai, UAE.
“Governmental Authority” shall mean any federal, state, local, foreign international or multinational entity or authority exercising executive, legislative, judicial, regulatory,
BOXING MATCH AGREEMENT Page 1 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____


administrative or taxing functions of government or any Ruling Family of Dubai holding the title of King or Sheikh.
“Person” shall mean a natural person, partnership, corporation, business trust, Limited Liability Company, limited liability partnership, Joint Stock Company, trust, unincorporated association, joint venture or other entity (including a Governmental Authority).
“Purse” shall mean the compensation paid to Fighters in connection with Fighters’ participation in any bout promoted or otherwise arranged or financed by Promoter in its capacity as matchmaker or Promoter.
“Rating Agency” shall mean the International Boxing Federation, World Boxing Association, World Boxing Council, World Boxing Organization or Ring Magazine. For the avoidance of doubt, Rating Agency does not include an regional or national Affiliates of the Rating Agencies set forth in this definition.
“Representative” means, with respect to a particular Person, any director, officer, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel or other person acting on behalf of, or with the consent of, that Person.
“Third Party” shall mean, with respect to the parties hereto, an unaffiliated Person.
Section 1.2 Interpretations. Each party acknowledges that it has had the opportunity to read and review this Agreement with counsel, and that this Agreement has been the subject of active and complete negotiations. This Agreement has been jointly authored and will not be interpreted to the benefit or detriment of any party based on authorship. Each definition in this Agreement includes singular and the plural and the word “including” (or any derivatives thereof) means “include but not limited to.” Any reference to a statute or regulation means such statute or regulation as amended at the time and includes any successor statute or regulation.
ARTICLE II: GRANTS OF RIGHTS
Section 2.1 Boxing Match.
(a) Fighters hereby agree to enter into a boxing Contest against each other at a venue to be determined in the City of Dubai, United Arab Emirates, on a day and time to be determined, in the year 2013 but no later than the month of May of that year, for a 12 round decision Title Bout.
(b) Fighters hereby agree to fight in the Contest at a weight not to exceed one hundred forty seven pounds (147 lbs) at the official weigh-in as established or conducted by a recognized USA boxing Commission on a scale approved by any such Commission or by the Fighters.
(c) Fighters hereby agree to fight in the Contest using gloves furnished by Promoter of which the weight, type, make, model and size of gloves have been pre-approved by Fighters. Fighters shall provide such approval without delay.
BOXING MATCH AGREEMENT Page 2 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

(d) Fighters agree that the referee(s) and judges for the Contest shall be persons duly licensed to act in such a capacity by an official recognized USA Commission or other USA governing body having authority to grant such license. Fighters acknowledge and consent to all decisions rendered by the Referee(s) and/or Judges in the Contest.
(e) Fighters must provide all required information, including medical examination to Promoter and to the appropriate USA Commission, International Commission, UAE Commission or its equivalent (if required by such body) in a timely manner.
(f) General. Fighters hereby grant to Promoter, the right to serve as Promoter in connection with the Contest during the term of this Agreement wherein (i) Promoter serves as a promoter as provided in Section 2.2 below or (ii) another Person serves as promoter with Promoter’s prior consent. Promoter’s rights under this Section 2.1 shall include the right to negotiate and contract with all Third Parties, including all matchmakers, promoters and other Persons related to the financing, organizing, promoting and carrying out the Contest. In exercising its rights under this Section 2.1, Promoter agrees that it will use its commercially reasonable best efforts to maximize the purse received by Fighters in connection with any Bouts hereunder.
(g) Compensation. In consideration for the rights, privileges and immunities granted to Promoter by Fighters herein, Promoter shall provide a guaranteed Bout purse of one-hundred fifty million dollars ($150M), twenty five million ($25M)
and one hundred twenty five million ($125M) to be split between the Fighters in a manner agreed by them as well as backend points, the entitlement and
dispersal of which shall take place in a manner and amount described in “Section 2.5 Fight Procedures.”
(h) Promoter, at Promoter’s discretion, will use one of the Big Four auditing firms (PricewaterhouseCoopers Deloitte Touche Tohmatsue, Ernst & Young and KPMG) or their equivalent, to audit fight revenue and expenses.
(i) Each of the Fighters agree that to guarantee his appearance, making the contract weight as agreed herein and for his due performance of this contract. If either Fighter shall fail to appear or make the agreed upon weight, or if either of the Fighters is not in suitable physical condition, resulting in his failure to pass required physical examination as provided by the laws of professional boxing and the Commission of the jurisdiction wherein Fighters are licensed, then Fighters entire purse may be forfeited to Promoter at Promoter’s discretion and any amount already paid to Fighters at the time shall be immediately returned to Promoter. Fighters agree that this forfeiture provision acts as a note between Fighters and Promoter giving Promoter both a security and ownership interest in any and all moneys due to Fighters from any and all of Fighters’ future fights and revenue up to the amount advanced to Fighters but that have not been returned.
(j) If the Fighters enters into another Boxing Match prior to the Contest herein contracted
BOXING MATCH AGREEMENT Page 3 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

for and is defeated, or in any other way does anything calculated to lessen his present value as an attraction, the Promoter shall have the option to rescind and cancel this Agreement without further liability hereunder.
(k) If either of the Fighters has already entered an agreement for another Boxing Match to take place prior to the Contest herein, any and all funds advanced to the Fighters shall be placed in escrow until after the conclusion of the prior Boxing Match and released only upon a victorious conclusion on the part of either of the Fighters. If Promoter rescinds and/or cancels this Agreement because the prior Boxing Match concludes with a loss on the part of either of the Fighters, Promoter shall obtain the return of the amount escrowed.
(l) If either of the Fighters accept an advance of any monies related to the Contest hereunder, he is strictly prohibited from contracting for a fight with any opponent to take place prior to the Contest herein without written approval from Promoter. Fighters entering into such a prior fight contract must escrow with Promoter an amount equal to any and all advances that has been given to Fighters with the requirement that failure to be victorious in the prior fight will result in the forfeiture of the escrow to Promoter and cancellation of this Agreement.
Section 2.2 Promotional Rights.
(a) Fighters hereby grant to Promoter the exclusive and irrevocable control of all promotional rights pertaining to the Contest hereunder. Such exclusive promotional rights shall include, without limitation, all rights required to stage and sell tickets of admission to such Contest, as well as the right to fully commercialize market and exploit all ancillary rights thereto, including, without limitation, all exclusive worldwide rights to exhibit and distribute the Contest in any and all media, by any and all means, uses or media (whether now known or hereinafter devised) throughout the world. This exclusive right to exhibit and distribute the Contest shall include, without limitation, the rights to broadcast, telecast, record and film the Contest for exhibition in any and all media, including, but not limited to, motion picture, radio, television (whether live or delayed, interactive, home or theater, pay, pay-per-view, satellite, closed circuit, cable or subscription), telephone, computer, internet (including podcasts), CD- ROM, DVD, video and audio cassette, photographs, including raw footage, outtakes, and negative in perpetuity. Such exclusive promotional rights shall also include all worldwide sponsorship and merchandising rights for the Contest under this Agreement. Promoter may market and exploit all of the rights granted in this Section 2.2 in any manner, in its sole discretion. It is understood and agreed that Promoter may serve as promoter of the Contest hereunder.
(b) Transportation and Lodging. For the Contest promoted by Promoter, Promoter shall provide, at no cost to Fighters, round-trip transportation and lodging from Fighters’ domicile or training camp to the site of the Contest.
(c) Rematch. Fighters hereby grant Promoter first right of refusal, in writing, on any rematch between Fighters following the Contest that is the subject of this Agreement. The opportunity for first refusal should contain both the bona fide offer and, at least ninety (90) days for Promoter to meet said offer. In the absence of a bona fide offer, Fighter agrees that
BOXING MATCH AGREEMENT Page 4 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

Promoter has the exclusive rights to promote the rematch between Fighters upon terms to be agreed upon at the appropriate time.
Section 2.3 Depiction Rights.
(a) Fighters hereby irrevocably grant Promoter the unconditional and exclusive right, throughout the world, to use, simulate, and portray all aspects of Fighters image, whether live, recorded or photographed, in connection with the Contest hereunder, including without limitation, Fighters names (including alias, pseudonyms or ‘nicknames’), likeness, personal appearance, voice, personality, personal identification, personal and professional characteristics and experiences, professional boxing talent, skills, technique and biography (collectively, “Fighters’ Image”). This grant of rights includes the exclusive right to broadcast, telecast, photograph, film, record, advertise, promote, publicize, merchandise, distribute, exhibit or otherwise exploit Fighters Image whether live, recorded or photographed, in connection with the Contest hereunder in any and all languages, formats and media, whether now known or later devised, for any and all purposes, including for the promotion of Fighters and Promoter’s services, throughout the world, in perpetuity. Promoter may market, exploit or license any and all such rights in any manner, in its discretion.
(b) Promoter may grant others the right to use Fighters’ Image, likeness, physical appearance and/or participation for information purposes and to advertise, promote and publicize the Contest hereunder and Promoter’s services, but not as an endorsement of any third party service or product, unless said endorsement is part and parcel of the promotional campaign for the Contest hereunder. Fighters hereby agree to participate in such press conferences, commercials, on-air spots, including sponsorship and third party endorsement commercials and on-air spots, and pre-fight interviews to publicize the Contest under this Agreement as are reasonably requested by Promoter, and a third party or its designee to which Promoter licenses the right to distribute the Contest under this Agreement, and any licensed promoter retained to perform traditional promoter functions in connection with the Contest under this Agreement.
(c) Fighters agree that the purse guaranteed to the Fighters hereunder is of historical proportions, not only the biggest purse in boxing history but likely the biggest purse paid to an athlete for a single sports event in world history. Fighters also agree that the magnitude of the purse and fight budget places Promoter at financial risk levels higher than any other fight known to Fighters before the Contest hereunder. As a result, Fighters agree that the Promotional Rights in Section 2.2(a) and the Depiction Rights in this Section 2.3 (hereinafter collectively referred to as “Success Rights”) given to Promoter are the single most important rights given to Promoter herein and are interdependent, interrelated and inextricably bound to the success of the Contest and the minimization of inherent financial risks associated with the immense and historical guaranteed purse to the Fighters. Accordingly, Fighters agree to strictly comply with the Success Rights granted to Promoter and the obligations associated therewith, understanding that material non-compliance can have an adverse and catastrophic effect on the success of the Contest and Promoter’s financial risks related thereto. Fighters, therefore, agree that any material breach or non-compliance with the Success Rights may, can and will result in a revocation of the “guarantee” protection of the Fighters purse hereunder at Promoter’s
BOXING MATCH AGREEMENT Page 5 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

discretion, causing Fighters to be obligated to share the risk of loss. This means that while Promoter is still obligated to pay a Fight purse of one hundred fifty million dollars ($150M), that purse is no longer guaranteed and Fighters are subject to the same risk of loss as Promoter if the revenue generated from the Contest is insufficient to cover expenses. Promoter must provide Fighters written notice of said breach or non-compliance and allow Fighters fifteen (15) days to cure the breach or non-compliance before revocation of the purse guarantee can occur.
(d) Fighters hereby releases Promoter from any and all liability for violation of rights of privacy, publicity, endorsement, or any similar right. In no event shall Fighters have any right to seek or obtain injunctive or other equitable relief in connection with the Contest hereunder, or the production, distribution, exhibition or other exploitation of such Contest, or the advertising, promoting or publicizing of such Contest.
Section 2.4 Copyright Ownership.
(a) Fighters acknowledge that Promoter is the sole and exclusive owner of all copyrights to each and every Contest hereunder that Fighters participates in under this Agreement, and all rights associated therewith. Fighters further acknowledges that Promoter has the exclusive and irrevocable right to distribute, exhibit, assign or license such rights, Contest in the manner and to the extent provided herein.
(b) Fighters acknowledge that neither they nor any of their Representatives have any right to cause, authorize, license or permit, directly or indirectly, any other distribution or exhibition of any Contest under this Agreement or any program based on or including any part of any such Contest in any form, by any means, uses or media, anywhere in the world, in perpetuity; provided, that upon the written request of Fighters, Promoter shall grant to Fighters the right to use clips from the Contest hereunder, in aggregate length of the shorter of (i) fifty percent (50%) of the entire Contest or (ii) three (3) minutes or (iii) the length of the clip rights Promoter obtains from a broadcaster, media outlet or the promoter of any Contest. Such clips shall be used solely to promote Fighters’ services and for biographical purposes; provided that said clip shall provide appropriate on-screen network courtesy credits and shall exclude network commentators, ENG pieces, graphics and imbedded clips unless otherwise authorized in writing; provided further, that prior to Fighters’ distribution of any materials containing such clip, Fighters shall provide a copy of the materials to Promoter or its Representative to review such materials to ensure that the clip is used in compliance with this Section 2.4.
Section 2.5 Fight Procedures. The primary procedures to be followed in effectuating the organization and promotion of the Contest and in effectuating the Contest itself are as follows:
1. Fighters sign this Agreement to fight in Dubai, UAE. The signing of this Agreement will take place at Fighters’ respective locations but will be kept secret and confidential until the ceremonial signing in Dubai which will be highly publicized.
2. Contract is filed with boxing commission and signed off on for licensing purposes (only if necessary or required).
BOXING MATCH AGREEMENT Page 6 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

3. Promoter provides proof of funds in an amount to cover a total guaranteed Contest purse of one hundred fifty million dollars ($150M) and a promotional budget of twenty eight million dollars ($28M). This proof of funds must be provided within seven (7) business days of the date this Agreement is signed by The Parties.
4. Highly publicized ceremonial signing of this Agreement takes place in Dubai between Fighters (who arrive and are treated as Royal Guests) before His Highness, Sheikh Butti Bin Suhail Al Maktoum and other members and associates of the Ruling Family.
5. SPV – Special Purpose Vehicle Company (which will include co-promoters) will be registered in Dubai with the agreed shares/directorship for each stake holder.
6. MOU (Investment Contract) between members of SPV Signed in Dubai.
7. The SPV will set up three main bank accounts. First Account will be set up for outgoing
money (will be in Royal Family’s name and the money will be paid as per scheduled expenses), second Escrow Account will be opened for incoming revenue, third Joint Account will be set up to receive all revenue generated beyond the budget amount which can be considered net profit (will be in both promoter and Royal Family’s name). This account will be used to distribute the profit sharing interests of Promoter (also investor), Co-Promoters and the Fighters.
8. Broadcasting licenses are granted and sponsorships are obtained. Promotional Plan for the Contest is created, approved, organized and carried out. Structured draws are made for promotion and preparation of fight and structured payments are made for the satisfaction of consultant and other fees. These Dispersals for the Promotion of the fight will be released as needed, requested and approved by Dubai on a case-by-case basis.
9. Within one (1) week of the Contest, and at Promoter’s discretion, Fighters’ guaranteed purse is tendered to the boxing commission or some other preapproved and agreed upon institution or organization, to be paid to the fighters on the night of the Contest but no later than two business days following the Contest. If, within one (1) week of the Contest, all pay-per- view and other proceeds have not been tendered to Promoter and the current revenue generated from the Contest is insufficient to satisfy Fighters guaranteed purse herein, Promoter shall tender the current revenue and provide an irrevocable letter of direction to all pay-per-view outlets to tender all payments due directly to Fighters up to the balance owed on the purse. In case the balance owed to the Fighters exceed the outstanding pay-per-view revenue, Promoter shall immediately make up the difference.
10. The Contest takes place.
11. Promoters and co-promoters are paid a percentage of the net revenue as the revenue is generated and received. The revenue split will be 70% for Promoter (also investor), 30% for co- promoters.
12. The co-promoter thirty percent (30%) revenue split will be divided and allocated as
BOXING MATCH AGREEMENT Page 7 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

follows: Mayweather’s side promotional team (co-promoter (40%)), Pacquiao’s side promotional team (co-promoter (40%)), Falcon Hawk Entertainment (co-promoter (3%)), Executive Event Manager (5%), profit sharing reserve for fight coordinators, sub-promoters, etc. (12%).
ARTICLE III: REPRESENTATIONS AND WARRANTIES
Section 3.1 Fighters Representations and Warranties. Fighters hereby represents and warrants to Promoter as of the date hereof and as of the date of the Contest promoted or arranged hereunder that:
(a) Fighters are and shall remain for the Term hereof a licensed professional boxer and has the full right, power, legal capacity and authority to enter into this Agreement and to carry out the terms and conditions hereof;
(b) Fighters have not entered into any agreement or commitment with any other Person which conflicts with the provisions hereof or which purports to grant similar or conflicting rights to any Person other than Promoter or which would interfere with or otherwise prevent Fighters full and complete performance of his obligations hereunder or the free and unimpaired exercise by Promoter of any of the rights granted hereunder, in any manner contemplated under this Agreement, and Fighters will not enter into any such agreement or commitment without Promoter’s specific, prior written approval;
(c) Fighters’ execution of this Agreement shall not violate or cause a breach of any other agreements to which Fighters are a party or is otherwise bound;
(d) There are no claims pending or threatened or any litigations affecting Fighters which would or might interfere with the full and complete exercise or enjoyment by Promoter of any rights granted hereunder;
(e) Fighters will not participate during the Term hereof in any fight or contact sport exhibition including, without limitation, mixed martial arts, martial arts, boxing, professional wrestling, or any other form of unarmed combat (each an “Other Bout”), except as promoted, arranged or authorized in writing by Promoter;
(f) Fighters shall not themselves or through their Representatives or through the use of any public relations, promotional, advertising or marketing firms or other Third Party to promote or publicize Fighters during the Term of this Agreement, or without Promoter’s prior authorization, grant or give interviews to any press or other media during the Term hereof;
(g) Fighters shall comply with all applicable federal, state and local laws, rules, regulations, ordinances, guidelines and standards including, without limitation, the laws, rules and regulations of any Governmental Authority having jurisdiction over Fighters and the Contest hereunder and other competitions and exhibitions in which Fighters may participate in accordance with this Agreement; and
BOXING MATCH AGREEMENT Page 8 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

(h) Any potential use of the rights granted by Fighters to Promoter hereunder shall not and will not infringe upon or violate any applicable law regulation or rights of any Third Party including, without limitation, copyright, trademark rights, trade secret rights, moral rights, contract rights, privacy or publicity rights, rights against libel or slander or any other Third Party rights.
Section 3.2 Promoter Representations and Warranties. Promoter hereby represents and warrants to Fighters as of the date hereof that:
(a) Promoter has the authority and power to execute this Agreement and perform its obligations hereunder.
(b) Promoter’s execution and delivery of this Agreement shall not violate or breach its articles of organization or any of its other formation documents or any other material contract or agreement to which it is a party.
(c) Performer shall perform its duties hereunder in compliance with all applicable federal, state and local laws, rules, regulations, ordinances, guidelines and standards.
ARTICLE IV: TERM AND TERMINATION
Section 4.1 Term.
(a) Subject to the terms and conditions set forth herein, the term of this Agreement shall commence on the date of this Agreement and shall expire upon conclusion of the occurrence of the Contest hereunder and the satisfaction of the monetary obligations enumerated herein.
(b) In the event that Fighters shall fail, for any reason whatsoever (other than Promoter’s non-performance of Promoter’s obligations hereunder or the injury or physical disability of an opponent) to engage in the Contest hereunder, Promoter shall have the right to terminate this Agreement upon thirty (30) days written notice to Fighters following such failure.
Section 4.2 Disability or Postponement.
(a) In the event Fighters are unable or unwilling to perform under this Agreement for any reason, including due to: (i) a determination by a doctor of Promoter’s choosing, based on an examination of Fighters or a review of Fighters’ medical records, that either of Fighters is not fit to participate in the Contest under this Agreement without unreasonable risk to Fighters’ health or safety; or (ii) an order or suspension of any Governmental Authority; or (iii) either Fighters’ determination that he is unable or unwilling to perform under this Agreement; or (iv) Fighters’ refusal to perform hereunder, including the period of any unsuccessful legal challenge to the validity or enforceability of this Agreement, then Promoter shall have the right to either (x) terminate this Agreement upon fifteen (15) business days written notice to Fighters or (y) extend the Term of this Agreement or any extension therefore for the period of such disability suspension or non-performance.
(b) Should the Contest under this Agreement (whether or not all attendant agreements for
BOXING MATCH AGREEMENT Page 9 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

such Contest have been executed) be postponed for any reason, including any reason provided in this Section 2.4, the obligations of Fighters and Promoter set forth in this Agreement, and the Term or any extension thereof, shall automatically be extended for the period of any such postponement.
(c) Should the Contest contemplated under this Agreement (whether or not said Contest is actually scheduled) be postponed for any reason, including any reason provided in this Section 4.2, then Promoter’s obligations to present the Contest and further compensation under this Agreement shall be conditioned upon Fighters fulfilling all Fighters’ previous obligations under this Agreement. It is expressly understood that if either of Fighters is unable to perform the Contest under this Agreement in any twelve-month period, Fighters obligation shall “carry over” to the subsequent twelve month period; provided that, this Agreement shall be automatically extended an additional six (6) months for each such “carry over.”
Section 4.3 Right of First Negotiation: Right of First Refusal.
(a) Fighters agree to negotiate exclusively with Promoter regarding the rematch to the Contest under this Agreement within a period of sixty (60) days following the expiration of the Term of this Agreement and any extensions thereto. In the event that Promoter and Fighters fail to agree to the terms and conditions of a rematch, Fighters shall have the right and opportunity to negotiate with any other promotional entity, subject to Promoter’s right of first refusal set forth in paragraph (b) below.
(b) For sixty (60) days following the expiration of the Term of this Agreement, Fighters shall not contract with another Person to a rematch of the Contest (either individually or in the aggregate) unless Fighters shall first deliver to Promoter a written notice of all material terms and conditions of the bona fide offer to Fighters (including the name of such Person). Such notice shall constitute an exclusive, irrevocable offer (the “Offer”) to contract with Promoter on such terms and conditions; provided that Promoter shall not be obligated to match any non- economic terms of such Offer. Promoter shall have ninety (90) days from receipt of the Offer to accept or reject the Offer. If Promoter does not accept the Offer, Fighters may then enter into an agreement with the previously named Person during the ten (10) business day period (the “Contract Period”) following expiration of such ninety (90) day period, upon the same terms and conditions as included in the Offer. If Fighters proposes to enter into a contract with another Person for the rematch of the Contest upon terms and conditions that are less favorable to Fighters than the terms and conditions included in the Offer during the Contract Period, the Promoter shall have the right to match such terms and enter into a contract with Fighters for the rematch on the terms and conditions set forth in such contract.
Section 4.4 Buyout.
(a) Fighters agree and has the right to, by way of personal or representative, purchase his contract from Promoter for a sum agreeable to Promoter at the time a Buyout proposal is made by any of the Fighters.
BOXING MATCH AGREEMENT Page 10 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

Section 4.5 Validity. The continued validity of this contract is contingent upon Promoter providing proof of funds as described and required in Section 2.5(c) herein above.
ARTICLE V: COVENANTS AND INDEMNIFICATION
Section 5.1 Preparation and Publicity. Fighter agrees to take all steps reasonably necessary to prepare themselves for each the Contest under this Agreement. Such preparations shall include training for the Contest for a reasonable period of time and in a manner that is considered acceptable by objective standards, attending and participating in press conferences or media sessions (whether in person or via teleconference) prior to any such Contests, and attending and participating in other publicity events as deemed appropriate by Promoter to advance the promotion of the Contest. Press conferences and other publicity events shall be scheduled at times and on dates mutually agreeable to Promoter and Fighters (or Fighters’ representatives), such as not to interfere with Fighters’ training. Fighters’ failure to participate in press conferences and other publicity event without good cause shall constitute a material breach of this provision and shall give Promoter the right, but not the obligation, to terminate this Agreement. Fighters agree to provide Promoter and any Third Party designated by Promoter access to Fighters’ training camp for the purpose of enabling Promoter and such Third Party to conduct and videotape interviews of Fighters (and Fighters’ trainer) and to videotape footage for use in connection with the Contest under this Agreement. Fighter shall use his best efforts to promote and publicize the Contest under this Agreement in a professional and timely manner, consistent with this Section 5.1.
Section 5.2 Medical Examinations.
(a) Fighters agree that during the Term of this Agreement or any extensions hereof, Fighters shall undergo such medical examinations as Promoter shall request, including ophthalmologic examinations, MRI examinations, neurological examinations and EEG examinations. Fighters’ refusal to submit to such medical examinations shall be deemed a material breach of this Agreement. All boxing related medicals requested by Promoter under this Agreement shall be paid by Promoter.
(b) A doctor selected or approved by Promoter shall have the right to determine whether Fighters are fit to participate in the Contest under this Agreement. In the event that any such doctor shall determine, based on such examination or review of Fighters’ medical records, that Fighter is not fit to participate in the Contest under this Agreement without reasonable risk to Fighters’ health and safety, then Promoter shall have the right to either (i) terminate this Agreement or (ii) extend the Term of this Agreement or any extension thereof for the period of Fighters’ disability or medical suspension.
Section 5.3 Fighters’ Conduct.
(a) Fighters agree to conduct themselves with due respect to the social conventions, public morals and decency, and such other standards as may be set by Promoter, and Fighters will not commit any act or intentionally become involved in any situation or occurrence or make any statement which will degrade or bring into public disrepute, contempt, scandal or ridicule
BOXING MATCH AGREEMENT Page 11 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

Fighters, Promoter, any current or proposed sponsor of the Contest hereunder, or such sponsor’s advertising, publicity and promotion agencies, or any network, program service or station over which the Contest hereunder is to be broadcast or otherwise disseminated, or any license of merchandise, or any of their respective officers, managers, employees or owners.
(b) Fighters, as well as all Persons traveling or otherwise associated with each of them, shall maintain a high standard of sportsmanship and conduct themselves in a professional and sportsmanlike manner prior to, during and following the Contest. Fighters acknowledge that many of their appearances, including the Contest hereunder will take place in Muslim Countries or Countries and areas where the Muslim or Islamic customs, religions or beliefs are prominent. Fighters agree to acquaint themselves with those customs, religions or belief and to conduct themselves with the proper respect, including being mindful and respectful of the Halal Conventions and other Islamic sensitivities.
(c) Fighters shall not utilize or be involved in any manner whatsoever in any advertising or publicity materials that contains any language or material which is obscene, libelous, slanderous or defamatory and will not violate or infringe upon, or give rise to any adverse claim with respect to, any common-law or other right whatsoever (including, without limitation, any copyright, trademark, service mark, literary, dramatic, music or motion picture right, right of privacy or publicity or contract right) of any Person.
(d) Fighters shall maintain a professional boxing license and eligibility to fight with the athletic commission or other Governmental Authority having jurisdiction over the Contest promoted or arranged hereunder. Moreover, Fighters shall only employ or otherwise engage managers and seconds (or any other Representatives) who are licensed by the athletic commission or other Governmental Authority having jurisdiction over the Contest hereunder or over the profession of such Representative.
Section 5.4 Indemnification; Release of Liability.
(a) Fighters shall defend, indemnify and hold harmless Promoter and its managers, members or other Representatives, and each of their respective successors, licensees and assigns, from and against any suits, claims, actions, proceedings, expenses (including reasonable attorneys’ fees) and damages arising from any actual or claimed breach of any of Fighters’ representatives, warranties and covenants in this Agreement.
(b) Fighters understand that professional boxing is an inherently dangerous activity and that serious accidents may occur which may result in property damage, serious personal injury or death. Fighters further acknowledges and agrees that equipment problems and human error can contribute to or cause such damages, serious personal injury or death. Knowing these risks, Fighters voluntarily agree to assume all risk of damages, serious personal injury and/or loss of life due to Fighters involvement in the Contest.
BOXING MATCH AGREEMENT Page 12 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____

ARTICLE VI – TRANSFERABILITY
Section 6.01 Transferability. The transfer, reassignment or sale of Fighters’ obligations, due
hereunder is strictly prohibited.
ARTICLE VII – MISCELLANEOUS
Section 7.01 Notice. Any and all notices between The Parties hereto provided for or permitted under this Agreement or by law shall be in writing and shall be deemed duly served when personally delivered to a party, or in lieu of such personal service, when deposited in the United States mail, certified, postage prepaid or the equivalent if done in a foreign country, addressed to such party at: (i) the address of the principal place of business of the party, or (ii) the address of the party receiving notice. Presently, the address of the parties are as follows:
Royal Emirates Group
P.O BOX 112828,
Dubai, United Arab Emirates
Floyd Mayweather 2040 Schiff Street Las Vegas, NV 89416
Manny Pacquiao
Attn.: Top Rank Boxing
3980 Howard Hughes Parkway Suite 580
Las Vegas, NV 89109
Section 7.02 Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns and personal representatives of The Parties hereto.
Section 7.03 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 7.04 Governing Law. This Agreement is executed and intended to be performed in the city of Dubia, UAE and throughout the world and shall be governed by the laws of the UAE. To the extent that this Agreement, by and through the actions of The Parties or the transactions made under the terms of this Agreement allow for the laws of the USA jurisdiction to govern, then choice of law, jurisdiction and venue between USA and UAE will be the exclusive decision of Promoter.
Section 7.05 Amendments. This Agreement may be amended at any time and from time to time, by mutual agreement of The Parties, but any amendment must be in writing and signed by each Party.
Section 7.06 Entire Agreement. This instrument contains the entire agreement of The Parties relating to the rights granted and the obligations assumed in this instrument and supersedes any prior agreement. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged; provided, however, Promoter shall be permitted to correct any typographical or other scrivener’s errors contained herein (Promoter shall provide Fighters and/or their representatives copies of any such corrections).
BOXING MATCH AGREEMENT Page 13 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____



Section 7.07 Attorney’s Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to attorney’s fees. In the alternative, The Parties may elect to send any dispute or controversy directly to arbitration. In the event arbitration is the agreed upon avenue for resolution of any dispute or controversy, such arbitration should take place in the United Kingdom (UK) and occur using the UK arbitration organization most notably recognized for settlement of such disputes.
Section 7.08 Additional Documents; Further Action. Fighters agree to execute, acknowledge and deliver to Promoter such additional agreements, assignments and other documents as may be reasonably requested by Promoter to more fully evidence or effectuate the purposes and intent of this Agreement. If Fighters shall fail or refuse to execute and deliver any such document(s) within three (3) business days following the receipt of a request for such documents, Promoter shall have and is hereby granted the irrevocable right and authority to execute the same in each Fighters’ name, as Fighters’ attorney-in-fact, which appointment shall be a power coupled with an interest.
Section 7.09 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. Facsimile or scanned signatures shall be effective as originals.
Section 7.10 Time is of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.
Section 7.11 Right of Offset. Any payment required under the terms of this Agreement to be made by a party to the other party may be offset by any payment required under the terms of this Agreement to be made by the second party to the first party.
THE SIGNATURES BELOW CONFIRM THAT THE PARTIES HAVE READ, AGREED TO AND APPROVED EACH PROVISION SET FORTH ABOVE.
ROYAL EMIRATES GROUP
By: ______________________________ Kaiser Rafiq/Managing Director
FLOYD J. MAYWEATHER, JR.
By: _________________________________ Floyd J. Mayweather, Jr.
Boxing Rec ID #
MANNY PACQUIAO
By: _________________________________ Manny Pacquiao
Boxing Rec ID #
BOXING MATCH AGREEMENT Page 14 of 14 10/20/2012 MAYWEATHER V. PACQUIAO (CONFIDENTIAL)
Initials: _____, _____, _____