INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor ( Agreement ) is entered into the 20 th day of May, 2010 (the ( Effective Date ) by and between the United States Tennis Association Incorporated, a New York not for profit corporation with offices at 70 West Red Oak Lane, White Plains, New York 10604-3602 ( USTA ) and, an individual residing at ( Certified Official ). The parties agree as follows: 1. Services to be Performed. USTA desires Certified Official to serve, and Certified Official agrees to serve, as an on-court tennis official at the 2010 US Open Tennis Championships tournament, scheduled for August 24 27, 2010 (the qualifying event) and August 30, 2010 through September 12, 2010 (the main draw) (the US Open ), during times and at locations as specified by the USTA at www.usopen.org/officialsonly.com and as amended from time to time in the USTA s sole discretion (the Services ). As part of this Agreement, Certified Official agrees: (a) to abide by the Official s Code of Conduct, as set forth on Exhibit A annexed hereto; (b) to refrain from discussions and/or exchanges of any type (oral, written, electronic or otherwise) with any member of the media with respect to any players, other officials, specific matches and/or the Services provided hereunder, unless otherwise directed by USTA; (c) to refrain from participating in or aiding and abetting, directly or indirectly, any form of gambling or betting on tennis; (d) to abide by and comply with any security and/or credentialing procedures and policies utilized in connection with the US Open; and (e) to refrain from engaging in any conduct deemed by the USTA to be contrary to the integrity of the USTA and/or the sport of tennis. The parties acknowledge and agree that this Agreement, and Certified Official s ability to render Services hereunder, shall be subject to the security and background review policies, as applicable, in place at the US Open. 2. Fee and Payment Terms. In consideration for the Services provided for herein, the USTA agrees to pay Certified Official for officiating Services at the rates of: (i) during the qualifying event at the US Open, one hundred thirty five dollars ($135) per day that Services are provided pursuant to this Agreement; (ii) during the main draw event at the US Open, one hundred fifty dollars ($150) per day that Services are provided pursuant to this Agreement; and/or, to the extent applicable (iii) forty dollars ($40) per day for scheduled and approved days off during the qualifying event and/or main draw provided such day(s) are followed by a day in which Services are provided pursuant to this Agreement. In addition to the fee described above, USTA shall provide Certified Official with a meal credit of: (i) during the qualifying event at the US Open, twenty dollars ($20) per day that Services are provided pursuant to this Agreement; (ii) during the main draw event at the US Open, twenty five dollars ($25) per day that Services are provided pursuant to this Agreement, it being understood that USTA shall determine in its sole discretion the manner in which such credits will be provided and utilized (i.e., credential may required to access credit; use of credit may be limited to certain food facilities on the US Open grounds). Certified Official acknowledges and agrees that this Agreement must be fully executed (including Certified Official s completion of requisite IRS Form(s) (if applicable), annexed hereto and incorporated herein by reference as Exhibit B) prior to the processing of any payments by USTA. 3. Term of Agreement. The term of this Agreement shall be from the Effective Date, through and including September 12, 2010, or the day immediately following the concluding day of the US Open, whichever later occurs (the Term ), unless this Agreement is earlier terminated pursuant to Section 4 below. US Open Single Duty Official (USTA Professional Line Umpire)
4. Termination. Either party may terminate this Agreement immediately upon written notice in the event of a material breach. Contractor may terminate this Agreement at any time, upon thirty (30) days written notice to USTA. USTA may terminate this Agreement at any time with or without cause and with no further liability other than for Services actually provided by Contractor. Without limiting the foregoing, Certified Official acknowledges and agrees that any breach of his/her obligations pursuant to Section 1 above shall be deemed a material breach giving rise to the USTA s termination rights as set forth in this Section 4. If this Agreement is terminated prior to its expiration, the USTA shall not be obligated to pay any fees set forth in Section 2 of this Agreement other than for the Services actually provided pursuant to this Agreement as of the date of termination. 5. Reimbursement of Expenses. USTA shall provide Contractor with hotel accommodations during the days Services are provided. USTA shall reimburse Certified Official, in accordance with USTA policies, for reasonable travel and other expenses incurred in the course of Certified Official s duties, provided such expenses are approved in advance by the USTA and incurred in accordance with USTA policies, provided however, in lieu of reimbursement, USTA shall have the right to provide Certified Official with a stipend in an amount predetermined by the USTA. USTA shall not be liable to Certified Official for any other expenses paid or incurred by Certified Official unless otherwise agreed to in writing. 6. Independent Contractor Status. Certified Official acknowledges that he/she is providing the Services hereunder as an independent contractor and that USTA shall not be required to withhold or pay federal, state or local income taxes or payroll taxes of any kind on behalf of Certified Official or any employees of Certified Official. USTA relies on the skill and expertise of Certified Contractor to perform such work. Certified Official is free to provide services to any other person, company, or organization provided that he/she does not violate any specific provisions of this Agreement. Certified Official does not have any express, implied or apparent authority, pursuant to this Agreement or otherwise, to make commitments on behalf of the USTA. Certified Official is not entitled to receive any benefits which employees of the USTA are entitled to receive on account of Services rendered under this Agreement. Certified Official acknowledges and agrees that he/she is responsible to pay, according to law, any federal and state income tax, including any self-employment tax, if applicable, that arise from payment for the Services rendered under this Agreement. 7. Representation and Warranty by Certified Official. Certified Official represents and warrants that he/she has full legal capacity to enter into this Agreement and to perform officiating services, as a tennis official qualified and certified by the International Tennis Federation ( ITF ), the USTA, and/or a national tennis association recognized by and in good standing with the ITF, without violation of or conflict with any other agreement or instrument to which he/she is a party or may be bound. 8. USTA Umpire Anti-Discrimination Policy. All qualified umpires will be afforded equal opportunities to officiate men s and women s matches regardless of their gender or race. The USTA, where it has the authority to do so, will seek to assign qualified female umpires to men s matches in number approximating their representation in the qualified pool of applicants available for such matches. Further the USTA where it has the authority to do so, will seek to assign qualified minority umpires to matches, including later round matches, in numbers approximating their demographic representation in the qualified pool of applicants available for such matches. 9. Assumption of Risks; Release. In connection with the opportunity to serve as a US Open official, Certified Official hereby acknowledges the risk of injury while participating in the US Open and rendering Services pursuant to this Agreement. Certified Official knowingly assumes those risks, and accepts responsibility for his/her participation. Certified Official 2
represents that he/she has no health or physical condition that would prevent him/her from, or hinder him/her in, fulfilling Certified Official s obligations as a US Open official. Certified Official hereby releases, discharges and holds harmless the USTA, the USTA National Tennis Center Incorporated ( USTA NTC ), the City of New York, each of their respective subsidiaries and affiliates and each of their respective officers, directors, agents, employees, representatives and sponsors with respect to all injuries and damages that Certified Official may suffer in rendering Services hereunder, whether arising from the negligence of any party to this Agreement or any third party or otherwise, to the fullest extent permitted by law. 10. Indemnification. Certified Official agrees at all times to indemnify, defend and hold USTA, USTA NTC, the City of New York, each of their respective subsidiaries and affiliates and each of their respective officers, directors, agents, employees, representatives and sponsors harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys fees, arising out of the actions of Certified Official, its representatives and/or employees in connection with its performance of this Agreement or the breach of any obligation, warranty or representation contained in this Agreement. Conversely, USTA agrees at all times to indemnify Certified Official against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys fees, arising out of the actions of USTA in connection with its performance of this Agreement or the breach of any obligation or representation contained in this Agreement. 11. Assignment. This Agreement shall be binding upon and inure the benefit of the parties and their respective successors and permitted assigns. Notwithstanding the foregoing, Certified Official may not assign, pledge, delegate, subcontract, or otherwise transfer any of Certified Official s rights or obligations under this Agreement. Any assignment in violation of this provision will be null and void. USTA may transfer or assign its rights and obligations under this Agreement without the prior written consent of Certified Official. 12. Consent. Certified Official hereby consents to the use of Certified Official s name, voice, likeness and/or image, in any live or recorded transmission, recording, photograph or artistic interpretation, or any future variation thereof ( Media Formats ), taken of Certified Official during the US Open. Certified Official hereby grants to USTA and its assignees in perpetuity and throughout the world the right to use such Media Formats for any and all purposes. Certified Official hereby consents to all such uses without any further compensation or other consideration becoming due to Certified Official. 13. No Agency, Partnership or Joint Venture Relationship. Nothing contained in this Agreement shall imply any agency, partnership or joint venture relationship between the parties and neither party shall have the power to obligate or bind the other party except for the purposes set forth herein. 14. Confidential Information. Certified Official recognizes that during the Term of this Agreement, it may have access to information which is confidential or of a proprietary nature to USTA and its affiliates, including, but not limited to, membership lists and personal data, technical, marketing, product, business affairs, and proprietary and trade secret information, whether oral, graphic, written, electronic, or in machine readable form ( Confidential Information ). Certified Official agrees to keep all Confidential Information strictly confidential and not to use or disclose the Confidential Information to others without USTA s prior written consent, which it may withhold in its sole and absolute discretion for any reason. If Certified Official is required to disclose Confidential Information by law or order of a court, administrative agency, or other governmental body, then it shall provide USTA with prompt notice of the order or requirement, so that USTA may seek a protective order or otherwise prevent or restrict such disclosure. 3
15. Governing Law; Venue. This Agreement shall be governed and construed in accordance with the laws of the state of New York and venue will be proper in the federal or state courts located in the Counties of New York or Westchester to hear any dispute under this Agreement. 16. Waiver of Breach. The waiver by one party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any subsequent breach by such other party. 17. Survival. Any provision of this Agreement, the performance of which requires that it be in effect after the expiration and/or termination of this Agreement, shall survive such expiration and/or termination and shall remain operative and in full force and effect. 18. Severability. If any term or provision of this Agreement is found to be illegal or unenforceable, the validity of the remainder will remain in full force and effect. 19. Entire Agreement. The Agreement constitutes the entire agreement between the parties in reference to all matters referred to herein, and all previous negotiation, understandings, discussions or correspondence related to the subject matter of this Agreement are merged herein. 20. Amendment. No waiver or modification of this Agreement or any provision thereof shall be effective unless consented to by both parties in a duly executed writing. All notices shall be in writing and addressed to the parties at their respective address set forth herein, or at such other address within the continental United States as may be designated in writing by either party and delivered to the other. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, as of the date first above written, by their respective duly authorized officers or representatives. UNITED STATES TENNIS ASSOCIATION INCORPORATED By: Richard Kaufman Director, Officials CERTIFIED OFFICIAL By: Print Name: 4
EXHIBIT A The Official s Code of Conduct A USTA official is expected to maintain high professional standards. Violations of this code may result in decertification or suspension of USTA directed assignments. An official shall: 1. Wear the official USTA uniform unless otherwise designated by a tournament contract. 2. Be prompt for all assignments. 3. Not socialize with or become intimate with the players. (Officials are not prohibited from staying in the tournament hotel or from attending social functions where players may be present.) 4. Not accept assignments for any match that may cast doubt upon the official s impartiality. Not only is a bona fide conflict of interest prohibited, but the appearance of a conflict makes the assignment unacceptable. 5. Not solicit specific assignments in tournaments. 6. Not accept an assignment and then withdraw from that assignment in favor of another unless released. 7. Not be interviewed by the media without permission of the Referee or the Referee s designee. 8. Not publicly criticize other officials. 9. Not participate in, including aiding and abetting whether directly or indirectly, any form of gambling or betting on tennis. 10. Not converse with spectators while on the court. 11. Not request favors or special considerations from a tournament sponsor. 12. Not use title or position to abuse the rules or influence others to do so. 13. Not consume alcoholic beverages or take drugs or medication that will inhibit performance during an assignment or while in uniform. 14. Cooperate with the efforts of officials committees appointed by the National Chairperson. 15. While in uniform not take photographs of players nor at any time request player autographs. 16. Conduct himself or herself in a professional, ethical manner. 5
EXHIBIT B IRS Form W-9 6