In consideration of your filming me, or otherwise recording me, my performance or voice, I hereby grant to you, which term shall include not only yourself, but your employees, agents, successors, licensees, assigns, parents, subsidiaries and affiliates, the irrevocable right and license to use, simulate and impersonate forever my name, face, likeness, voice, appearance, actions, activities, career and experiences, under my name as undersigned in, and/or in connection with the production, distribution, exhibition, advertising and other use of your production in perpetuity throughout the world. The rights herein granted to you shall include the right to depict and/or portray me to such extent and in such manner as you in your discretion may determine, and to edit any of my statements or comments and/or juxtapose my face, likeness, appearance, actions, activities, career, experiences and/or statements or comments, or any simulation and/or impersonation thereof, with any film clips and/or other material. I acknowledge that any editing of my statements or comments and/or juxtapositions of film clips and or other material, shall be at your sole discretion.
Further, you shall have full and sole ownership of all rights in and to your production in perpetuity throughout the world, including without limitation the right to distribute, exhibit, or otherwise use any such production, in whole or in part, by any method, for one or more times and in any medium, including theatrically, non-theatrically, and by means of television or otherwise in connection with your production or separate and apart from your production.
In granting this release, I understand you have relied hereon in making your production and will incur substantial expense based upon such reliance. I warrant that I have not been induced to execute this release by any agreements or statements made by your representatives as to the nature or extent of your proposed exercise of any of the rights hereby granted, and I understand that you are under obligation to exercise any of your rights, licenses and privileges herein granted to you.
I hereby release and discharge you from any and all liability arising out of any injury of any kind, including, without limitation, any claims for defamation, violation of rights of privacy and/or publicity, and intentional infliction of emotional distress, which may be sustained by me from participation in or in connection with the making or utilization of your production or by reason of the exercise by you or any of the rights granted to you hereunder whether or not said liability results from your negligent acts (active or passive). My remedy for any breach of this release shall be limited to an action for monetary damages (if any) and under no circumstances shall I seek to enjoin the production, distribution, exhibition, marketing, promotion or exploitation of your protection or any derivative work thereof. I further agree that the invalidity or unenforceability of any part of this release shall in no way affect the validity or enforceability of any of the remainder of this release.
Re: “Tug of War” / Confidentiality Agreement
Dear Sir or Madam:
You and/or your company (“you”) have been invited by Fly On the Wall Entertainment, Inc. (“Producer”) to discuss your possible engagement by Producer to render services in connection with the program currently entitled “Tug of War” (“Program”). In
connection with such discussions, confidential and/or proprietary information of Producer or its assignees or licensees (such confidential information shall be referred to herein as “Confidential Information”) may be revealed to you. Such Confidential Information shall include, without limitation, information regarding the Program’s concept, format and/or ideas, the participant selection process, identities of participants, challenges and/or activities for the Program, the final outcome of the Program or of any episode, the content of any episode of the Program, and any other confidential and/or proprietary information relating to the Program and/or Producer or its assignees or licensees.
In consideration of Producer’s consideration to possibly engage you to render services for the Program, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and as a material inducement to Producer to
invite you to participate in these discussions, you expressly agree that you shall not, directly or indirectly, verbally or otherwise, any time (whether or not you are ultimately engaged by Producer), publish, reveal, disseminate, disclose, or cause to be published, revealed, disseminated or disclosed (herein “Disclosure”) any Confidential Information to any person, firm or entity whatsoever (herein “Third Parties”). Without limiting the generality of the foregoing, Third Parties shall include, without limitation, individuals you come into contact with (including spouses, significant others, friends, relatives and acquaintances), as well as participants and potential participants on the Program, newspapers, periodicals, magazines, publications, television stations, radio stations, publishers, and any other enterprise involved in the print or electronic media, including individuals working directly or indirectly for or on behalf of any of said entities.
You acknowledge Producer’s substantial and valuable property rights and other proprietary interests in Producer’s exclusive possession, ownership and use of the Confidential Information. You further acknowledge that any Disclosure by you to any Third Party of any Confidential Information shall constitute a serious and material breach of the terms hereof, and shall constitute, among other things, a breach of trust and confidence, a breach of fiduciary duty, invasion of privacy, a misappropriation of Producer’s exclusive property rights, and may constitute fraud and deceit.
A breach of this Agreement shall render you liable to Producer for any and all damages and injuries incurred by Producer as a result thereof, and shall obligate you to account to Producer and turn over to Producer any and all monies, profits, or other consideration or benefits which you derive from any Disclosure or exploitation of any Confidential Information, without prejudice to any other legal or equitable rights or remedies that Producer may have as a result of a violation of the terms hereof.
LIQUIDATED DAMAGES: Notwithstanding the foregoing, you agree that any breach or violation by you of any of the terms or
provisions of this Agreement shall result in substantial damages and injury to Producer, the precise amount of which would be extremely difficult or impracticable to be determined. Accordingly, the parties have made a reasonable endeavor to estimate a fair compensation for potential losses and damages to Producer and, therefore, further agree that you will pay to Producer the sum of Five Hundred Thousand Dollars ($500,000) as a reasonable and fair amount of liquidated damages to compensate Producer for any loss or damage resulting from each breach by you of the terms hereof. The parties hereto further agree that such sum bears a reasonable and proximate relationship to the actual damages which Producer will suffer from each breach of the terms of this Agreement.
You acknowledge and agree that any Disclosure by you to Third Parties of any Confidential Information will cause irreparable harm to Producer, which damages and injuries will not be measurable or susceptible to calculation. You further acknowledge and agree
that any breach or threatened breach of this Agreement due to the unauthorized Disclosure or threatened Disclosure by you to Third Parties of any Confidential Information shall entitle Producer to obtain an ex parte restraining order, preliminary injunction and permanent injunction preventing the Disclosure, or any further Disclosure, of any Confidential Information.
The covenants made by you herein shall extend to all of your employees, agents and independent contractors, who shall be bound by the terms of this Agreement as if they directly entered into this Agreement with Producer. You shall only disclose
Confidential Information to your employees, agents, and independent contractors on a "need-to-know basis" and you shall notify such individual(s) of the confidentiality obligations set forth herein.
In the event of any breach or threatened breach by you of any of the terms of this Agreement, the prevailing party is entitled to recover his or her reasonable attorneys’ fees and costs incurred in connection with any action or proceeding arising our of or relating to any such breach or threatened breach.
This Agreement and any dispute or controversy relating to the existence, validity, meaning, interpretation, or alleged breach of this Agreement shall in all respects be interpreted, enforced and governed by the laws of the State of California and the exclusive forum for any such dispute shall be the state and federal courts in Los Angeles County, California.
This Agreement contains the entire understanding of the parties in connection with subject matter hereof and supersedes and replaces
all prior negotiations, proposed agreements, and agreements, written and oral, relating thereto, and cannot be changed or terminated except by a written instrument signed by both parties. This Agreement shall be for the benefit of and shall be binding upon the parties and their respective successors, licensees, assigns, heirs, executors and administrators. Any waiver of any term of this Agreement in a particular instance shall not be a waiver of such term for the future. The invalidity or unenforceability of any term of this Agreement shall in no way affect the validity or enforceability of any of the remainder of this Agreement.