Inside the Standard Zuffa Contract
The dispute between Randy
Couture (Pictures) and Zuffa over his departure from
the UFC has brought the terms of UFC contracts to the forefront of
the MMA industry.
At a news conference Tuesday in Las Vegas, UFC President Dana White
steadfastly refused to discuss the terms of Couture's contract. For
his part, UFC co-owner Lorenzo Fertitta said, "From our
perspective, Randy is still under contract. We will do whatever we
have to do to continue to protect our rights."
As previously reported, Couture's contractual status appears to be
largely tied to a retirement clause. However, that clause is not
the only interesting or potentially controversial one found in
standard Zuffa contracts, a version of which Sherdog.com recently
The company exerts contractual power mainly in the form of clauses
that allow for the term of a contract to be extended in any number
of circumstances and in some cases indefinitely. As the promoter,
Zuffa must live up to its end of an agreement, such as filling a
specific number of fights during a certain term. But these clauses,
many of which can be found in contracts of competing organizations,
allow for the effective term of the contract to be largely at the
discretion of Zuffa.
The most infamous clause is the so-called retirement provision,
which is largely responsible for the war of words -- retirement
versus resignation -- between the UFC and Couture since his Oct. 11
departure from the company.
"If at any time during the Term, Fighter decides to retire from
mixed martial arts or other professional fighting competition," the
clause begins, "then ZUFFA may, at its election, (i) suspend the
Term for the period of such retirement; (ii) declare that ZUFFA has
satisfied its obligation to promote all future Bouts to be promoted
by ZUFFA hereunder, without any compensation due to Fighter
therefore; or (ii) elect to provide Fighter with notice of an
For all practical purposes, sub clause (i) allows Zuffa to retain
the rights to a retired fighter in perpetuity. Sherdog.com has
confirmed that this clause does not appear in every Zuffa contract;
it is believed to be reserved for top fighters.
The term of the contract may also be extended indefinitely for any
period when a fighter is "unable, unwilling or refuses to compete
or train for a Bout for any reason whatsoever."
This clause may explain White's statement at Tuesday's news
conference that he intended to offer Couture a fight against
Nogueira (Pictures) later this week. If, as expected,
Couture refuses the bout, Zuffa would have another ground on which
to extend its agreement with Couture.
However, per another clause in the contract, Zuffa retains the
right to count a fight offered and refused as fulfilling a bout
under the contract. This is another example of the tremendous power
the company wields in determining the effective term of its
contracts. This clause could seemingly also be at issue in the
For the better part of last year, speculation circulated about a
clause that extended Zuffa contracts if a fighter becomes UFC
champion. The clause was reportedly a sticking point in
negotiations with Fedor
Sherdog.com has confirmed the existence of a so-called champion's
clause, which provides that "if, at the expiration of the Term,
Fighter is then UFC champion, the Term shall be automatically
extended for a period commencing on the Termination Date and ending
on the earlier of (i) one (1) year from the Termination Date; or
(ii) the date on which Fighter has participated in three (3) bouts
promoted by ZUFFA following the Termination Date ("Extension
Term"). Any references to the Term herein shall be deemed to
include a reference to the Extension Term, where applicable."
This clause is designed to protect the company against a fighter
leaving as champion and to prevent the company's champions from
using their contractual status to demand more money. Zuffa appears
to see the clause as an option of last resort, though, because it
has consistently refused to grant a title bout to fighters with
only one fight remaining on their contracts.
The term of the contract may also be extended in the event that a
fighter claims to be injured or disabled. Zuffa may extend the term
for the length of the injury or six months, whichever is longer,
declare that it has fulfilled its duty to promote one of the fights
on the contract without compensating the fighter, or terminate the
contract through acceleration of the term. An additional clause
provides Zuffa with the right to have a fighter claiming an injury
examined by a medical doctor of its choice at its expense on one
At all times Zuffa retains the right to accelerate the term of the
contract and therefore terminate the company's obligations if
certain conditions are met. Among these conditions: fighter loses
any MMA fight; fighter fails to participate in the minimum number
of fights for any reason other than injury; fighter breaches the
contract; any of the various representations or warranties made by
the fighter in the contract are false or no longer true; fighter's
license is suspended or revoked by any athletic commission.
A significant feature of the standard contract is the exclusive
negotiation period and matching period that follow the expiration
of the term. The fighter agrees to negotiate exclusively with Zuffa
for 60 days following the term. Following expiration of the
exclusive negotiation period, Zuffa has a one-year period in which
it has the right to match any offer made to the fighter.
Exclusivity is an integral part of Zuffa's promotional model, as
reflected by a series of exclusivity clauses regarding promotional
and ancillary rights in the company's standard contract.
However, the agreement also includes a clause outlining certain
guidelines under which a fighter may be granted a fight outside of
the UFC at the sole discretion of Zuffa. Another clause gives the
company the absolute right to "assign, license, or transfer" the
right to co-promote any fight without the fighter's consent, even
though Zuffa has steadfastly opposed any suggestion of
If a fighter believes Zuffa has breached the agreement, he must
provide the company with written notice and at least 10 business
days to cure the alleged breach. At that point the fighter may seek
termination of the agreement. The clause provides that the sole
remedy available shall be payment of remaining compensation due
under the contract, excluding potential win bonuses, and that "in
no event shall Fighter be entitled to any consequential,
incidental, or punitive damages of any sort."
A standard confidentiality clause making public disclosure of any
part of the agreement a breach of the contract is also included.
Following Couture's news conference last week, White told Yahoo!
Sports that Couture's presentation of a bout agreement was a
violation of the confidentiality clause.
Perhaps most importantly, in the event of a legal challenge to the
provisions of the contract, the standard contract also includes a
severability clause, which provides that if any part of the
contract is found to be "illegal, invalid, or unenforceable as to
any circumstance," the entire contract would not be void as a
Asked Tuesday whether he felt the dispute between Couture and the
UFC would eventually find its way to court, Fertitta responded,
"That's up to Randy."
Adam Swift is the editor of www.MMAPayout.com.
GRRRR!!!More on Sherdog.com Mobile