PHILIPPINE BASKETBALL ASSOCIATION UNIFORM PLAYERS CONTRACT CONTRACT OF EMPLOYMENT ‘This Contract of Employment made and entered into at this, day of, 20___, by and between: a corporation duly organized and existing under and by virtue of the laws of Republic of the Philippines,with principal office at represented herein by its, hereinafter called the CLUB,a member of the Philippine Basketball Association(the “PBA") -and- citizen oflegal age, and with postal mailing address at herein after called the PLAYER WITNESSETH: WHEREAS, the player has respresented himself as a skilled basketball player desirous of employment as a professional basketball player in the club member of the PBA , and his considering his talent as a player, the CLUB is willing to employ the PLAYER as a member of its basketball team. NOW THEREFORE, for in consideration of the above premises and the terms and conditions herein set forth, the parties have warranted and agreed, and by these presents hereby warrant and agree, as follows: 1. The CLUB hereby employs the PLAYER as a skilled basketball player for the term of. from, . The PLAYERS's employment shall include attendance and playing the games scheduled for the CLUB’s team during the conference of the PBA, playing(if invited to participate) in the PBA’s All Star Game and attending every event conducted in connection with the All Star Game. 2. For rendering the services described herein, the CLUB agrees to pay the PLAYER the sum of (less all sums require by law to be withheld from similar payments such as tax, etc. and exclusive of any amount which the PLAYER shall be entitied from the Player's Play-off Pool as defined in the PBA. Constitution) in twenty four(24) semi-monthly payments beginning with the first of said payments ‘on the 1* payday of the season above described and continuing with such payments on the first the fifteenth day of each month until said sum is paid in full, ‘The CLUB hereby acknowledges that the PLAYER is entitled to a one month rest vacation per year) with pay per year. Said vacation may be taken , if practicable in between the break between conferences or at the end of the schedule season in December. The one month rest (vacation) with pay may be waived by mutual agreement of the parties. (if waive PLAYER must affix his full signature)3. The PLAYER hereby acknowledges and agrees that as pre-condition to the effectivity of this contract, PLAYER shall submit himself to a mandatory Anti-HIV test in any hospitals duly accredited by the PBA namely, Manila Medical Center, Makati Medical Center, St. Luke's Medical Center and/or ‘Medical City and PLAYER'S failure to submit and/or pass the said mandatory Anti relieve the CLUB ofall its obligations under this contract, 4. In case of out-of-town official games, the CLUB and the PBA with pay lodging of, and provide the reasonable amount as per diem to the PLAYER. 5. The PLAYER agrees to observe and comply with all requirements of the club respecting conduct of its team and its player at all times whether on or off the playing court. The CLUB may, from time to time during the effectivity of this agreement, establish reasonable rules for the goverament of its players at home “at home” and “on the road” and such rules shall be part of his agreement as fully as if herein written and shall be binding upon the PLAYER. For any violations of such rules, Or for any conduct impairing the faithful and thorough discharge of the duties incumbent upon the PLAYER, the CLUB may impose reasonable fines upon the PLAYER, and deduct the amount thereof from any money due to or to become due to the PLAYER. The CLUB may also suspend the PLAYER for violations of any rules established, and during suspension, the PLAYER shall not be entitled to any compensation under this agreement. When the PLAYER is fined or suspended, he shall be given be notice of the suspension and the reason thereof. Disputes under this paragraph shall be resolved in the manner provided for the in paragraph 20 hereof. ‘The PLAYER likewise acknowledges and agrees that he is covered and bound by the GAB Fines and Penalties, contained in the PBA Official Rules as approved by Cames and Amusements Board, ‘which is the governmental entity tasked to supervise the games of the PBA. 6. _ The PLAYER agrees (a) to report at the time and place fixed by the CLUB in good physical condition; (b) to keep himself throughout the season in good physical condition; (c) to give his best services, as well as loyalty to the CLUB and its assignees; (d) to be neatly and fully attired in public and always to conduct himself on and off the court according to the highest standards of honesty, ‘morality, fair play , and sportsmanship; and (e) not to do anything which is detrimental to the best interests of the CLUB or ofthe PBA. 7. __ Ifthe PLAYER, in the sole judgement of the physician designated for the purpose by the CLUB, is not in good physical condition at the date of his first scheduled game for the CLUB or if during the ‘season he fails to remain in good physical condition, unless such condition results directly from playing basketball for the CLUB, so as to render him unfit to play skilled basketball, the CLUB has the Fight to suspend such PLAYER until such time as, in the sole judgement of the CLUB's physician, the PLAYER is sufficiently good physical condition to play skilled basketball, and in the event of such suspension, the sum payable to the PLAYER shall be reduced in the same proportion as the length of the period of disability during which, in the sole judgement of the CLUB's physician, the PLAYER is unfit to play skilled basketball bears to the length of the season. If the PLAYER is injured as a direct result of participating in any basketball practice or game played for the CLUB, the CLUB will pay the PLAYER’s reasonable hospitalization until he is discharge from the hospital and his reasonable ‘medical expenses and doctor's bill provided the hospital and the doctor are selected by the CLUB. If, in sole judgement of the physician designated for that purpose by the CLUB, the PLAYER's injuries directly from playing or the CLUB and render him unfit to play skilled basketball, then so long as such unfitness continues but in no event beyond the term of one year, the CLUB shall pay to the player tie ‘compensation prescribed in paragraph 2 of this agreement. The CLUB's obligation hereunder shall be ‘reduced by any workmen's compensation benefits and any Insurance provided by the CLUB whether paid or payable to the PLAYER, and the PLAYER, hereby releases the CLUB from any and every other obligation or liability arising out of any such injuries. 8. The PLAYER agrees to give the CLUB's coach, or tothe CLUB's physician, immediate notice oF ny injury suffered from him, including the time, place , cause and nature of such injury.9. Should the PLAYER become disabled as provided in the preceding section, he will submit himself to a medical examination and treatment by a physician designated by the CLUB, such ‘examination when made at the request of the CLUB shall be at its expense, unless made necessary by some act or conduct of the PLAYER contrary to the terms of this agreement. 10. The minimum employment period of year(s) stipulated in paragraph 1 above is primary consideration of this agreement, considering the monetary investment involved in the training and development of the individual players and of the team itsel. Consequentiy, in case of failure on the part of the PLAYER to complete said minimum period before leaving the CLUB, unless under the allowable circumstances and in accordance with the prescribed procedures described in the By-Laws of the PBA and/or in this agreement, he shall be liable to pay the CLUB liquidated damages in the amount equivalent to, . ) for each unserved month, without prejudiced to the furthest remedies available to the CLUB as described in the next paragraph, ‘The PLAYER represents and agrees that he has extraordinary and unique skill and ability as basketball player, that the services to be rendered by him hereunder cannot be placed or the loss thereof adequately compensated for in money damages, and by any breach by the PLAYER of this agreement will cause irreparable injury to the CLUB and to its assignees. Therefore, itis agreed that in the event itis alleged by the CLUB that the PLAYER is playing, attempting or threatening to play, or negotiating for the purpose of playing, during the term of this agreement, for any other person, firm, corporation or organization, the CLUB and its assignees (in addition to any other remedies that may be available to them judicially or by way of arbitration) shall have the right to obtain from any court or arbitrator having jurisdiction, such as equitable reliefs as may be appropriate, including a decree enjoining the PLAYER from any further breach of this agreement, and enjoining the PLAYER from playing basketball for any other person, firm, corporation or organization during the term of this agreement. In any suit, action or arbitration proceeding brought to obtain such relief , the PLAYER does hereby waive his right, if any, to interpose any counterclaim or setoff for any cause whatever. 11, The CLUB has the right to sell, exchange, assign or transfer this agreement and the PLAYER agrees to accept such sale, assignment or transfer to any other member club of the PBA and to faitfully perform or carry out this agreement with the same force and effect as if it had been entered into by the PLAYER with the assignee club instead with the CLUB. 12. _In the event that the PLAYER’s contract is assigned to another club, the PLAYER shall be forthwith be notified orally or by a notice in writing delivered to the PLAYER personally or delivered or mailed to his last known address and the PLAYER shall report to the assignee club within forty eight (48) hours after said notice has been received or within such longer time for reporting as may be specified in said notice. If the PLAYER does not report to the club to which his contract has been ed within the aforesaid time, the PLAYER may be suspended by such club and he shall lose the sums which would otherwise be payable to him as long as the suspension lasts. ‘At the termination of a Player's contract, all outstanding obligation of the player must be settled. 13. This contract shall be valid and binding upon the CLUB and the PLAYER immediately upon execution. The CLUB agrees to file a copy of this contact with the commissioner of the PBA within forty-eight (48) hours. If pursuant to the Constitution and By-Laws , the Commissioner disapproves this contract with ten(10) days after the filing thereof in his office, this contract shall thereupon terminate and be of no further force or effect and the CLUB and the PLAYER shall thereupon be relieved of their respective rights and liabilities thereunder. 14, The PLAYER and the CLUB acknowledge that they have read and familiar with Section 31 and Section 31 .1 of the PBA Constitution, a copy of which, as in effect on the date of this agreement, is attached hereto and made integral part hereof by way of reference. Such Section provides that the Commissioner and/or the PBA are empowered to impose fines upon the PLAYER and/or the CLUBfor causes and in the manner provided in such section. The PLAYER and the CLUB each for himself and itself, promises promptly to pay to the PBA each and every fine imposed upon him or it in accordance with the provision of said Section and not permit any such fine to be paid on his or its bbehalf by anyone other than the player or the club fined. The PLAYER authorizes the CLUB to deduct from his salary payments any fines imposed on or assumed against him. 15. Notwithstanding any provisions of the Constitutions or of the By-Laws of the PBA, it is agreed that if the Commissioner of the PBA shall, in his sole judgement, find that the PLAYER has bet, or attempted to bet, or has received or solicited to received money or anything of value on the ‘outcome of any game participated in by any club which is a member of the PBA, the Commissioner shall have the power , in his sole discretion to suspend the PLAYER indefinitely or expel him as a player for any member of the PBA and the Commissioner's finding and decision shall be final, binding, conclusive and unappealable. The PLAYER hereby releases the Commissioner and waives every claim he may have against the Commissioner and/or the PBA, and against every member of the PBA, for damages and for claims and demands whatsoever arising out of or in connection with the decision of the Commissioner. 16 The PLAYER and the CLUB acknowledge and agree that the PLAYER’s participation in other sports may impair or destroy his ability and skill as a basketball player. The PLAYER and the CLUB recognize and agree that the PLAYER's participation in basketball out of season and falling within the CLUB's or the PBA's pre-season schedule of activities may result in injury to him. Accordingly, the PLAYES agrees that without the written consent of the CLUB, he will not engage in any game or exhibition of boxing, wrestling, motor car (drag or go Kart) racing, bicycle racing, motorbike and motoreycle racing, softball, pelota, basketball, football , baseball or athletic sport, or activity under penalty of such fine and/or suspension as may be imposed by the CLUB and/or the Commissioner of the PBA. Nothing contained herein shall be intended to require the PLAYER to obtain written consent of the CLUB in order to enable the PLAYER to participate in , as an amateur , the sport of golf, handball, swimming, biking, jogging, bowling, and table tennis. 17, ‘The PLAYER agrees that if so requested by the CLUB or the PBA he will endorse the CLUB's products or PBA properties in commercial advertising, promotions, merchandising activities and the like. The PLAYER further agrees to allow the CLUB or the PBA to take pictures of the PLAYER alone or together with others, for still photographs, motion pictures or television, as such times the LCUB or the POBA may designate , and no matter by whom taken may be used in any manner desired by elther of the m for publicity , merchandising or promotional purposes. ‘The right in any such pictures taken by the CLUB or the PBA shall belong to the CLUB or to the PBA, as their interests may appear. The PLAYER agrees that, during the term of this contract, he will not make public appearances, participate in radio or television programs or permit his picture to be taken or write or sponsor newspaper or magazine articles or sponsor commercial products ‘without the written consent of the CUB., which shall not be withheld except in case of endorsements of competitive products or anything against reasonable interest of the CLUB or professional basketball. In addition to the foregoing, the PLAYER agrees to participate, upon request in all other reasonable promotional and merchandising activities of the CLUB and the PBA. 18. _The PLAYER agrees that he will not, during the term of his contract directly or indirectly entice, induce, persuade or attempt to intice , induce or persuade any player or coach who is under contract to any member of the PBA to enter into negotiations for or relating to his services as a basketball player or coach, nor shall he negotiate or contract for such services , with the prior written consent of such member of the PBA. Breach of this paragraph in addition to the remedies available to the club, shall be punishable by fine and/or other sanctions imposed by the PBA Commissioner pursuant to Section 31 of the PBA constitution. The PLAYER agrees that the amount of such fine may >be withheld by the CLUB and paid over top the PBA.19. (a) Ifthe CLUB shall default in the payments to the PLAYER provided in paragraph 2 hereof or shall fail to perform any other material obligation agreed to be performed by the CLUB hereunder, the PLAYER shall notify both the CLUB and the PBA in writing of the facts constituting such default or failure. If neither the CLUB or the PBA shall cause such default or failure to be remedied within ten (10) days after receipt of such written notice, the PLAYER shall have the right, by further written notice to the CLUB and the PBA, to terminate his contract. (b) The Club may terminate this contract upon written notice to the PLAYER (but only after complying with the waiver procedure provided in subparagraph (c) of this paragraph 19 if the PLAYER shall do anything of the following: (1) atany time fail, refuse or neglect to conform his personal conduct to standards ‘of good citizenship, good moral character, and good sportsmanship, to keep himself in first class physical condition or to obey the CLUB's training or @ at any time fail, in the sole opinion of the CLUB's management to exhibit sufficient skill, or competitive ability to qualify to continue as a member of the CLUB’s team (provided, howeve, that if this contract is terminated by the CLUB, in accordance with provisions of this subparagraph, the PLAYER shall be entitled to received his full salary for the remainder of his contract as long as the PLAYER has not entered into a new contract with other PBA team); or 8) atany time, fail, refuse or neglect to render his services hereunder or in any manner materially breach this contract. (Q)___ifthis contract is terminated by the CLUB for the reason of the PLAYER’s failure to render his services hereunder due to disability resulting directly from injury sustained in the course and within the scope of his employment hereunder and written notice of such injury is given by the PLAYER as provided herein, the PLAYER shall be entitled to receive his full salary for the year in which the injury was sustained , less all workmen's compensation benefits and any insurance provided for by the CLUB paid or payable to the player by reason of said injury. (4) __ ifthe CLUB terminates the contract of a PLAYER anytime during the year, the PLAYER is entitled to his salary for the whole year. (e) _ if CLUB proposes to terminate this contract in accordance with subparagraph (b) of this paragraph 19, the applicable waiver procedure shall be as follows: (1) The CLUB shall request the commissioner of the PBA to request waivers from all other clubs. Such waiver request must state it is for the purpose of terminating this contract and it may not be with drawn; (2) Upon receipt of the waiver request, any other club may claim assignment of this contract at such waiver price as may be fixed by the PBA, the priority claims to be determined by the PBA Constitution or By-Laws; (3)__ IF this contract is so claimed, the CLUB agrees that it shall upon the assignment of this contract to the claiming club, notify the PLAYER of such assignment as provided paragraph L1 hereof and the PLAYER agrees that he shall report tothe assignee club as provided in sald paragraph 11; (4) ifthe contractiis not claimed the CLUB shall promptly deliver written notice of termination to the PLAYER at the expiration of the waiver period; (5) To the extent not inconsistent with the foregoing provision of this subparagraph (e) the procedures set forth in the PBA constitution and By-Laws, a copy of which as in effect on the date of this agreement, it attached hereto and made an integral part hereof by way of reference, shall govern;0 Upon termination of this contract by the PLAYER, all obligations of the CLUB to pay compensation shall cease on the date of termination, except that the obligation oF the CLUB to pay the PLAYER's compensation to said date. 20. In the event of any dispute arising between the PLAYER and the CLUB relating to any ‘matter arising under the contract , or concerning the performance or interpretation thereof (except for the dispute arising under paragraph 9 hereof) , such dispute shall be resolved by arbitration by the Commissioner whose decision may be appealed by either party of the Board of Governors sitting en bane minus the Governor involved 21. Nothing contained in this contract or in any provision of the PBA Constitution and By- Laws shall be construed to constitutes the PLAYER a member of the PBA or to confer upon him any. rights or privileges of a member thereof. 22 ‘This contract contains the entire agreement between the parties and there are no oral or written inducements, promises or agreements excepts as contained herein. 23. lf for any reason on the PBA is dissolved, ceases its operation or otherwise terminates its existence, this contract shall thereupon terminate and be no further force or effect and the CLUB and the PLAYER shall thereupon be relieved of their respective rights and liabilities thereunder.EXCERPTS FROM CONSTITUTION OF ASSOCIATION MISCONDUCT OF PLAYERS 31. (a) The provisions of this Section shall govern players only. Each member shall provide and require in all contracts of players that the latter shall be bound and governed by the provision of this Section. Each member, at the direction of the board of Governors or the commissioner, the case may be, shall take action as the Board or the Commissioner may direct in order to effectuate the purpose ifthis section, (b)_ The Commissioner shall direct the dismissal and perpetual disqualification from any further association with the Association or any of its members, of any player found by the Commissioner after a hearing to have been guilty of offering, agreeing, conspiring, aiding or attempting to cause any game of basketball to result otherwise than on its merits. (©) Any player who gives, makes, issues, authorizes, or endorser any statement having, or designed to have an effect prejudicial to the bests interests. of basketball or of the Association or of the member or its team, shall be liable to fine not exceeding P5,000.00 to be imposed by the Commissioner to be paid within ten (10) days of its imposition. (@)__Ifin the opinion of the Commissioner any other act or conduct of a player at or during against the best interests of the Association or of the game of basketball , the Commissioner shall impose a fine not exceeding P5,000.00 or may order the for a time the suspension of any such player from any connection or duties with preseason, championship, play-off or exhibition games or he may. order both such fine and suspension. (2) _The commissioner shall have a power to suspend for a definite or indefinite period, or to impose a fine not exceeding P5,000.00 or to inflict both such suspension and fine upon any player ‘who, in his opinion, shall have been guilty of conduct prejudicial or detrimental to the Association, (g)__Any player who, directly or indirectly, entices, induces persuades or attempts to entice, induce or persuade any player , coach, trainer , general manager, or any other person who is under contract, to any other member of the Association to enter into negotiations for or relating to his, services shall, on being charged with such tampering, be given an opportunity to answer charges after due notice and the Commissioner shall have the power to decide whether or not the charges has been sustained , then the Commissioner shall have the power to suspend such player for a definite or indefinite period or to impose a fine not exceeding P10,000.00 or inflict both such suspension and fine upon any such player. (h) Any player who, directly wagers money or anything of value on the outcome of any game played by a team operated by the member of the Association shall, on being charged with such ‘wagering, be given an opportunity to answer such charges after due notice, and the decision of the Commissioner shall be final, binding and conclusive. The penalty of such offense shall be within the absolute and sole discretion of the Commissioner and the Board may include a fine, suspension , and expulsion and/or perpetual disqualification from further association with the Association or its members, (1) _All decision and acts of the Commissioner pursuant to Section 31 (a),(b),(c),(4),(e) and (g) shall be appealable to the Board of Governors who shall determine such appeals in accordance with such rules and regulations as may be adopted by the Board in its absolute and sole discretion. A majority of three fourths of all the members of the board is necessary to reverse any decision of the Commissioner made pursuant to the above-enumerated provisions.EXCERPTS FROM BY-LAWS OF THE ASSOCIATION 3.06. Waiver right. Except for sales and trading between Member in accordance with By-Laws, no ‘member shall sell ,option or otherwise transfer the contract with right to the service of, or right to negotiate with, a Player without complying with the waiver procedure prescribed by these By-Laws. 3.07 Waiver Price. The waiver price shall be P2,000.000 per Player, the amount shall go to the Association funds. 3.08 (Waiver Procedure) A Member desiring to secure waiver on a Player shall notify the Commissioner, and the Commissioner, on behalf of such Member, shall be immediately notify all other Members of the waiver request. Such Player shall be assumed to have been waived unless a ‘Member shall timely notify the Commissioner by telegram and a telephone of a claim to the rights of such Player. Once the member has notified the Commissioner to attempt to secure walver on a Player, such notice may not be withdrawn. A Player remains the financial responsibility of the ‘member placing him on waivers until the waiver period set by the Commissioner has expired. 3.09 Waiver Period. If the Commissioner distributes notice of request for waiver at anytime during the Season or within four weeks before the beginning of the season, any member wishing to claim rights to the Player shall do so by giving notice by telephone and telegram of such claim to the claim to the Commissioner within 48 hours after the time of the Commissioner's notice. If the Commissioner distributes notice of request for waiver at any time, any Member wishing to claim rights to the Player shall do so by sending notice of such claim to the Commissioner within ten days after the date of the Commissioner's notice. A team may not withdraw a claim to the rights to a Player on waivers, 3.10 Waiver Preference. In the event that more than one Member shall have claimed rights to a Player place on waivers, the claiming the Member with the lowest team standing at the time the waivers was requested shall be entitled to acquire the rights to such Player. If the request for waiver shall occur between Seasons, the standing at the close of the previous Season shall govern, Ifthe won-loss percentage of two claiming teams, then the tie shall be determined, if possible, on the basis of the Championship games between the two teams during the Season or the preceding Season, as the case maybe. IF still standings, all conferences of the Association shall be deemed merged and a consolidated standing shall control. 311 Player Acquired Through Waivers. A member who has acquired the rights and title to the contract of a Player through the waiver procedure may not sell, trade or waive the rights for a period of 30 days after the acquisition thereof, provided, however, that of the rights to such Player were acquired between the Season, the 30 days period prescribed herein shall begin on the first day on the next succeeding Season, 3.12 Additional Waiver Rules. The Commissioner of the Board of Governors shall from time to time adopt such additional rules (supplementary to these By-Laws) with the respect to the operation of the waiver procedures as he or it shall determine. Such rules shall be inconsistent with these By- Laws and shall apply to but shall not be limited to the mechanics of notice, inadvertent omission of notification to a Member and rules of construction as to time.EXAMINE THIS CONTRACT CAREFULLY BEFORE SIGNING IT IN WITNESS WHEREOF, the PLAYER has here unto signed his name in the CLUB has caused this contract to be executed by its duly authorized officer: (CLUB) (PLAYER) By: ‘Authorized Signatory Club Player's Address SIGNED IN THE PRESENCE 0} ACKNOWLEDGEMENT (Republic of the Philippines) (City/ Municipality of |) BEFORE ME, Notary Public for and in. personally appeared and who exhibited to me their community Tax Gertificate Nos, and, issued at and, on. and respectively known to me and to me known to be the same person who executed the foregoing Uniform Player's contract who acknowledged to me that itis their free and voluntary act deed. WITNEES MY HAND SEAL THIS, day of, 20. Notary Public Doc No. Z Page No. F Book No, Series of 20.