In full and complete consideration of Producer possibly including me as a participant in the potential docu-series project currently known as “The Untitled Concert Livestream Series” (the “Program”), and without any further consideration due from Producer or any third party to me, and with the understanding that Producer, in Producer’s sole discretion may choose whether or not to air or include me in the Program, I hereby agree as follows:
I grant to Producer and Producer’s successors, licensees and assigns, the irrevocable right (but not the obligation) to film, tape and/or photograph, record, exhibit, edit and otherwise use my name, sobriquet, likeness, voice, conversation, sounds, biographical data and the name and/or trademark(s) of any principal business of mine on or in connection with the Program in any manner in Producer’s sole election and sole discretion. I agree that Producer is the sole owner of all the results and proceeds of such film, tape and/or photography and recording and my appearance thereon, including without limitation any casting and/or
audition materials containing any or all of the foregoing (collectively, “Materials”), which shall be considered “works-made-for-hire” pursuant to the United States Copyright Act, with the right for Producer and its successors, assigns, and licensees, forever and throughout the universe, to use the Materials and any portion thereof and/or my name, sobriquet, voice, likeness, and biographical material and editorial comments concerning me, in any and all media, whether now known or hereafter devised, including, without limitation, motion pictures, television and publishing, and in connection with the advertising, sale, promotion, marketing, merchandising, distribution, publicizing and any and all other types of exploitation of the Program or any part thereof including but not limited to pitch reels, promotional materials, documentaries, docu-series and any broadcast projects. If any of such Materials are not deemed “works-made-for-hire,” I hereby assign to Producer the entire copyright and all other rights in and to such Materials (and where any such Materials are not in existence at the date hereof, by way of present assignment of future copyright), throughout the universe for the full period of copyright and all renewals and extensions thereof, and thereafter for the maximum period permitted by law. Producer shall also have the unrestricted right to edit the content and text of the Program in any manner or form.
If I shall perform, display or submit for use in the Program any original music, choreography,
writings, photos, videos, objects, or other materials created, owned, or controlled by me, (the “Original Materials”), it is understood and agreed that I shall continue to have the non-exclusive right to use all of the Original Materials, and that I shall continue to own the underlying copyrights in such Original Materials, subject to Producer's rights as set forth in this Agreement, which rights shall include but not be limited to a license (including without limitation synch rights and public performance rights), which license is hereby granted, at no charge, to use and perform such Original Materials in and in connection with the Program and/or any part thereof and/or the advertising, marketing, and exploitation thereof, in any manner in Producer’s sole discretion including without limitation any ancillary use thereof.
I agree to treat all information and material I receive or acquire as part of my participation in the Program as strictly confidential and to not disclose any such information to any third party. I specifically acknowledge that the financial value of the Program to Producer depends on confidentiality and I agree to be responsible for any and all damages, including consequential damages that Producer may suffer if I breach this confidentiality provision.
I understand that I may reveal, and other parties may reveal, information about me that is of a personal, private, embarrassing or unfavorable nature, which information may be factual and/or fictional. I further understand that my appearance, depiction and/or portrayal in the Program may be disparaging, defamatory, embarrassing or of an otherwise unfavorable nature which may expose me to public ridicule,
humiliation or condemnation. I acknowledge and agree that Producer shall have the right to (a) include any or all such information and any or all such appearances, depictions or portrayals in the Program as edited by Producer in its sole discretion, and (b) to broadcast and otherwise exploit the Program containing any or all such information and any or all such appearances, depictions or portrayals in any manner whatsoever in any and all media now known or hereafter devised, or for any other purpose, throughout the universe in perpetuity.
I fully understand and appreciate the physical, emotional and mental requirements of participating in the Program. Without detracting from the foregoing, I understand that Producer, any television network and/or affiliate or outlet distributing the Program (“Network”), and their designees shall not be responsible for any harm or damage that I may suffer as a result of my participation in the Program. I agree that while conduct, statements, or any other occurrences in or in connection with the Program may otherwise constitute an actionable tort or other claims or causes of action, I have freely consented to such conduct and I assume the risks thereof, and that such claims or causes of action are included in those that are released under this Agreement. I represent and warrant that in no way have I been subjected to any coercion, pressure or undue influence by Producer, Network or any party associated therewith to engage in the activities set forth herein,
and I have not been promised anything in return for my participation in the Program.
I recognize that Producer is relying on my representations herein and that a breach by me hereunder would cause Producer irrevocable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law and, therefore, I hereby expressly agree that Producer shall be entitled to injunctive and other equitable relief to prevent and/or cure any breach or threatened breach of this agreement by me.
I hereby release, discharge, and hold harmless Producer and Network and each of their related companies, and the officers, board members, directors, employees, stockholders, representatives, agents, assigns, licensees, successors, affiliates, exhibitors, and sponsors of each and all of the foregoing (collectively, the “Released Parties”), of and from any and all claims, demands, or causes of action that I may have, including without limitation, claims based upon defamation, false light or invasion of privacy, or any other matter arising out of or in any manner connected with the use and/or exercise of the rights granted to
I AND MY HEIRS, NEXT OF KIN, SPOUSE, GUARDIANS, LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS (“RELEASING PARTIES”) HEREBY UNCONDITIONALLY AND IRREVOCABLY RELEASE AND FOREVER DISCHARGE EACH OF THE RELEASED PARTIES FROM AND AGAINST ANY AND ALL PRESENT AND FUTURE CLAIMS, INCLUDING WITHOUT LIMITATION INJURY, ILLNESS, DAMAGE, EMOTIONAL DISTRESS, LOSS OR HARM TO ME OR MY PROPERTY, OR MY DEATH, HOWSOEVER CAUSED, RESULTING OR ARISING OUT OF OR IN CONNECTION
WITH MY PREPARATION FOR, PARTICIPATION AND APPEARANCE IN OR ACTIVITIES
ASSOCIATED WITH THE PROGRAM, AND WHETHER OR NOT CAUSED BY OR ARISING OUT OF THE NEGLIGENCE OR GROSS NEGLIGENCE OF ANY OF THE RELEASED PARTIES OR ANY OF THE PARTICIPANTS IN THE PROGRAM. I understand and agree that all rights under Section 1542 of the California Civil Code and any similar law of any state or U.S. territory, any similar federal law, or any similar common law or principle of similar effect, are hereby expressly waived. I acknowledge and understand that said section reads as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.”
I acknowledge that I may hereafter discover claims in addition to the ones released in this document, and I hereby acknowledge and agree that any and all such unknown and/or unsuspected claims are and shall be included in my release of claims hereunder.
The parties agree that if any controversy or claim arising out of or relating to this Agreement cannot be settled through direct discussions, they shall endeavor first to settle the controversy or claim by a mediation administered by JAMS under its applicable rules.
IF THE DISPUTE IS NOT OTHERWISE RESOLVED THROUGH DIRECT DISCUSSIONS OR MEDIATION, THE PARTIES AGREE THAT THE CONTROVERSY OR CLAIM, INCLUDING THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL THEN BE RESOLVED BY FINAL AND BINDING CONFIDENTIAL ARBITRATION ADMINISTERED BY JAMS IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES OR SUBSEQUENT VERSIONS THEREOF, INCLUDING ITS OPTIONAL APPEAL PROCEDURE (THE “JAMS RULES”, AVAILABLE AT WWW.JAMSADR.COM , INCLUDING, WITHOUT LIMITATION, THE RULE PROVIDING THAT EACH PARTY SHALL PAY PRO RATA ITS SHARE OF JAMS FEES AND EXPENSES, AND THE RULES PROVIDING FOR LIMITED DISCOVERY AND OTHER EXCHANGE OF INFORMATION), PROVIDED THAT THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ALL COSTS OF
ARBITRATION, INCLUDING REASONABLE OUTSIDE ATTORNEYS’ FEES AND COSTS.
THE JAMS RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED,
EXCEPT THAT THE ARBITRATOR SHALL BE AN ARBITRATOR EXPERIENCED IN THE
ENTERTAINMENT INDUSTRY AND LICENSED TO PRACTICE LAW IN CALIFORNIA OR
A RETIRED JUDGE. ALL PROCEEDINGS BROUGHT PURSUANT TO THIS PARAGRAPH
WILL BE CONDUCTED IN THE CITY OF LOS ANGELES. THE PARTIES AGREE THAT
THE REMEDY FOR ANY CLAIM BROUGHT PURSUANT TO THIS AGREEMENT SHALL
BE LIMITED TO ACTUAL DAMAGES, AND IN NO EVENT SHALL ANY PARTY BE
ENTITLED TO RECOVER PUNITIVE OR EXEMPLARY DAMAGES OR TO RESCIND THIS
AGREEMENT OR SEEK INJUNCTIVE OR ANY OTHER EQUITABLE RELIEF.
NOTWITHSTANDING THE FOREGOING, THE UNDERSIGNED PARTIES RECOGNIZE
THAT GIVEN THE UNIQUE NATURE OF THE PROGRAM AND THE COMMERCIAL
REALITIES OF THE ENTERTAINMENT INDUSTRY, WHICH RELY UPON
CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS, ANY INFRINGEMENT
BY THE UNDERSIGNED OF PRODUCER’S OR THE APPLICABLE NETWORK’S
INTELLECTUAL PROPERTY RIGHTS, WOULD CAUSE PRODUCER AND NETWORK
IRREPARABLE INJURY AND DAMAGE THAT CANNOT BE REASONABLY OR
ADEQUATELY COMPENSATED BY MONEY AND, THEREFORE, THE PARTIES AGREE
THAT PRODUCER AND NETWORK SHALL BE ENTITLED TO SEEK AND OBTAIN
INJUNCTIVE AND OTHER EQUITABLE RELIEF FROM A COURT OF COMPETENT
JURISDICTION FOR ANY SUCH BREACH OR INFRINGEMENT.
I agree to defend, indemnify and hold harmless Producer and each of the other Released Parties from any and all liability, claim, action, damage, expense, and loss of any kind (including outside attorney’s fees) caused by or arising out of use of any of the rights granted by me herein; my breach or alleged breach of any provision hereof or any statement, action or failure to act by me during or in connection with my
participation in the Program,; and my violation of any law, rule or regulation.
I affirm that neither I nor anyone acting for me gave or agreed to give anything of value to any member of Producer’s production staff, anyone associated in any manner with Producer’s company, or any representative of any television network or station for Producer’s undertakings hereunder. I understand Producer’s policy prohibits such payments, and I further understand that it is an offense, unless disclosed to Producer prior to broadcast, for any such arrangement or my acceptance or agreement to accept anything of
value to promote any product, service or venture on the air. I am also aware that it is an offense to use any prepared material containing such a promotion where I know the writer received consideration for it and fail to disclose this to Producer prior to broadcast. I shall notify Producer immediately if any person attempts to induce me to violate the foregoing or to do anything dishonest.
If I am injured or become ill during the course of the production of the Program, I hereby authorize Producer’s medical team, if any, or medical personnel designated by Producer, if any, to treat me for any such injury or illness. If I am incapacitated or unable to assist in my own care, I authorize Program-affiliated medical personnel to make treatment decisions on my behalf and I understand and agree that such treatment may include surgery and/or the administration of medication or any other treatment. I further hereby release, discharge, relinquish and hold Producer harmless from any medical care assistance, treatment or services provided to me at any time whether such treatment or services are provided by health care professionals, paramedics, pharmacists or any other person(s).
I warrant to Producer that I am at least 18 years of age and have the full, complete and unrestricted right and authority to enter into this agreement, and that I am not a member of AFTRA, SAG or any other performing arts guild and am not a candidate for public office. If I am a member of any performing arts guild (including but not limited to AFTRA or SAG), I acknowledge that my participation in the Program shall not constitute a performance under any such performing arts guild. I agree and understand that this agreement
shall be deemed entered into in Los Angeles County, California, and that it shall be governed by and interpreted under the internal substantive laws of California.
I agree not to disclose or discuss events related to the Program, my involvement with the Program, or any information regarding the Program or anything else that I have learned in connection with my participation, or authorize any third party to do the same, including without limitation via Twitter, Instagram, Facebook, blogging, texting, or any other communication method, electronic or otherwise, without the prior written approval of Producer in each instance; provided, however, that disclosure of such matters to
professional advisors or as required by law or court order are hereby excluded from such confidentiality obligations set forth hereunder, provided that all such advisors shall be notified of the confidential nature of such information. I shall not directly or indirectly issue or permit the issuance of any publicity whatsoever with respect to the Program or my appearance in connection therewith, including without limitation via any of the communication methods set forth above. I shall not use the name of the Program in any way at any time without Producer’s prior written approval in each instance.
This release shall bind and inure to the benefit of the parties hereto and their respective successors, assigns, heirs, legal representatives, administrators, executors, and guardians. This release is not assignable by me, but may be freely assigned by Producer, Network and subsequent assignees. Should any provision hereof be found invalid, it shall not affect the validity or enforceability of any other provision hereof or of that
provision insofar as it is not invalid or unenforceable. Any waiver of any term of this Release in a particular instance shall not be a waiver of such term for the future.
This release shall replace and supersede all prior arrangements, whether oral or written, as to the subject matter hereof. Nothing herein shall limit any rights otherwise enjoyed by Producer under law or contract. This release may be executed and delivered by facsimile or electronic transmission which shall be
deemed an original instrument.