Please sign and date the following Grant of Rights, Release, Confidentiality and Arbitration Agreement (“Agreement”):
I hereby irrevocably consent to the recording, use and reuse of my image, voice (singing and speaking), actions, likeness (simulated or actual), name, any indicia of my identity, photograph, personality, image, statements, appearance and biographical materials supplied by me or obtained from any source (collectively, “Likeness”) by Jean Worldwide, LLC, its licensees and assigns (the “Producer”), MTV, Viacom Inc., Viacom Media Networks and its affiliated and related entities (collectively “Viacom”), the Series sponsors and advertisers, and any television network, station or third party broadcasting, exhibiting, licensing or otherwise distributing the Series (as defined below), and each of their respective direct and indirect parents, direct and indirect subsidiaries, and each of their respective employees, agents, contractors, representatives, officers, shareholders, members, attorneys, successors, assignees, licensees, directors, joint venturers, financiers and distributors of each of the foregoing (collectively, “Producer and Distribution Entities”), in any and all media now known or hereafter devised, throughout the universe, in perpetuity, in or in connection with the reality-based television program currently entitled “UNTITLED HIP HOP MUSIC SHOW” (working title) (the “Series”), which is tentatively scheduled for broadcast on one or more networks of Viacom, including, without limitation, in and in connection with the production, broadcast, distribution, exhibition, advertising, merchandising, marketing and promotion of the Series and any other exploitation in connection with the Series or otherwise, including, without limitation, in the exercise of all subsidiary, allied and ancillary rights for any purpose, and/or in advertising and promotion for any of Producer and Distribution Entities or otherwise. I hereby acknowledge that (i) I have read, and I meet and agree to be bound by the Eligibility Requirements; (ii) I have answered and will answer all questions asked by Producer, including but not limited to the questions asked in any interviews, honestly, accurately and without omission; (iii) I irrevocably grant to Producer and Network the right and permission (but not the obligation) to photograph, film, tape and otherwise visually, audiovisually and/or by audio means record me and/or my Likeness during any interviews conducted by Producer and/or its designee(s), by any method whatsoever, including without limitation via Skype, and to use my Likeness in any and all media now known or hereafter devised, including without limitation in and in connection with casting for the Series, on the Series, and the advertising, promotion, marketing, publicity in connection therewith; (iv) I am giving Producer the express permission to contact any individual or organization which I have named in answering any questions; (v) if any of the information I have provided and will provide is found to be false, inaccurate, misleading or incomplete, I understand this will be grounds for my removal from the Series participant selection process and/or from the Series itself, if selected; (vi) even if I meet the Eligibility Requirements, Producer is not obligated to interview me and/or select me as a participant; (vii) even if I am selected as a participant, Producer is not obligated to actually produce the Series and Network is not obligated to actually broadcast it, even if produced; and (viii) all decisions by Producer concerning the selection of the participants are final and not subject to challenge or appeal.
In addition to the use of my Likeness, I hereby irrevocably grant Producer and Distribution entities all rights of every kind and character whatsoever in perpetuity, throughout the universe, in any and all media whether now known or hereafter devised, in and to the Material. As used in this Agreement the term “Material” means: (a) any interview(s) of me in connection with my application for the Series; (b) any information or materials (including, without limitation, biographical information, or photographs or videotapes of me and/or others) I have supplied (whether scripted or unscripted, written, spoken, sung, or otherwise uttered or expressed by me) or will supply to Producer in any such interview, in any audition tapes, or otherwise and information given by me and/or captured in the Recordings (collectively, “Statements”) ; (c) any and all information Producer has received or will receive from me or any other sources; (d) any and all footage, tapes and/or other recordings taped, filmed, photographed, recorded and/or otherwise produced or provided hereunder depicting me, my statements, actions, my appearance, voice and sound effects in and/or in connection with the application process for the Series (including without limitation any act, poses, plays, vocal, instrumental, musical and other sound effects, lyrics, melodies, harmonies, songs compositions and ad libs of any kind or nature and any and/or all portions thereof (collectively, “Recordings”), and the results and proceeds of my participation in and in connection with the application process for the Series and/or the Series (including without limitation any Recordings); (f) any performance by me, whether vocal, instrumental, alone or in a group, at any time in connection with my application to participate in the Series, of any musical composition, arrangement or work (with or without lyrics), regardless of the ownership, if any, by me, Producer or any third party in such underlying composition, arrangement or work; (g) the results and proceeds of my participation in and in connection with the application process for the Series. I acknowledge that the Material (including without limitation the Recordings and Statements) are specially ordered by Producer for use as part of a motion picture or other audiovisual work and shall be considered a work made for hire for Producer, and therefore, Producer shall own all right, title and interest in and to any and all of the Material (including without limitation the Recordings and Statements), including all rights of production, manufacture and exhibition thereto including, without limitation, all rights of copyright (and all renewals, extensions, and restorations thereof), trademark and all other intellectual property rights now known or hereafter created, and all allied, ancillary, subsidiary and derivative rights, and the right to use all Material (including without limitation the Recordings and Statements) as part of the Series or other programs, audiovisual works and print works, in any or all manners, versions, formats, and media, whether known or hereafter devised. If for any reason any or all of the Material is not deemed a work made for hire, I hereby assign all rights in and to such Materials throughout the universe in perpetuity. All rights granted to Producer hereunder vest immediately without reservation, limitation or condition and will remain vested whether this Agreement expires or is terminated for any reason. I waive throughout the universe the benefit of any law, doctrine or principle known as “Droit Moral,” or “moral rights of authors” or any similar law, doctrine or principle however denominated to the maximum extent permitted by any such applicable law, doctrine or principle. Notwithstanding the foregoing, for the avoidance of doubt, the Agreement does not, nor shall it be deemed to, grant ownership rights to Producer and Distribution Entities in and to any original musical compositions (lyrics, music/melodies and/or both) (each a “Composition”) submitted by me in and in connection with the participation selection process (i.e. in the event I submit and/or perform a sample-free original rap at any point in the participant casting process). In the event I submit and/or perform any Compositions to Producer (and/or its designees) in connection with the participation selection process for the Series, I hereby grant to Producer, without charge or the need for any additional documentation, the irrevocable, nonexclusive, unlimited, royalty-free, worldwide, perpetual right and license to use, synchronize, reproduce and perform such Composition, as performed by me, in and in connection with the Series, and all derivatives thereof (including, without limitation, audio phonograph records and audiovisual records), and in any advertising, publicity, promotion for the Series and related and ancillary uses (including without limitation, merchandising), in any and all media and by any and all manner or means now known or hereafter devised (including, without limitation, exploitation of the Series via the Internet). In the event I submit and/or perform any Compositions to Producer (and/or its designee) in connection with the participation process for the Series, I hereby represent and warrant that such Composition (a) is wholly original with me, and I own or control 100% of the copyright and that I have the authority to grant Producer and Distribution Entities the permission and rights granted herein, (b) no one else’s permission or consent is required and no credit, acknowledgment, payment, remuneration, contribution, monies and/or any other consideration is required or owed to me and/or any other person and/or entity (including without limitation to any guild, union and/or other entity), (c) or any part thereof is not copied (in whole or in part), taken from, or based upon any other material or work, or in the public domain, (d) does not infringe upon or violate the rights of any third party, (e) is not subject to any liens or encumbrances that might interfere with the grant of rights herein, and (f) is not the subject of any litigation or claim that might give rise to litigation.
I waive any claims to royalties of any kind, whether accruing now or in the future, from Producer and Viacom (or each of their designees, assignees or licensees) for the use of any such Composition, including, without limitation, any applicable copyright, public performance, mechanical and synchronization royalties. I further irrevocably grant to Producer and Distribution Entities, the right to use the Composition, my Likeness and the Material (including without limitation the Recordings and Statements) in and in connection with the Series, including without limitation, any promotion, publicity, marketing, advertising or merchandising in connection with the Series or for Producer and Distribution Entities or otherwise in any manner whatsoever. I hereby grant Producer and Distribution Entities the irrevocable right to reproduce, edit, dub, subtract from, add to, modify or juxtapose any part of the Material (including without limitation the Recordings and Statements), and/or my Likeness, and/or the Composition in any manner and to combine them with any other material. I grant the rights hereunder whether or not I am selected to participate in the Series in any manner whatsoever.
I hereby represent and warrant that (i) I have the full right, power and authority to enter into this Agreement and grant the rights herein granted and the consent of no other person or entity (including without limitation any labor organization) is required to enable Producer to use the Material (including without limitation the Recordings and Statements and Likeness as described herein; (ii) the use of the Material (including without limitation the Recordings and Statements), Composition and Likeness hereunder by Producer and/or any of the Distribution Entities will not violate the rights of any third party; (iii) Producer and the Distribution Entities shall each have the right to use the Composition, my Likeness, and the Material
(including without limitation the Recordings and Statements) free and clear of any claims for royalties, residuals or other compensation, either by virtue of this Agreement or any guild or union agreement, which I acknowledge does not govern my relationship with Producer or any of the Distribution Entities. Further, I represent and warrant that I have answered all application questions completely, honestly and accurately, and I acknowledge that if any of the information I have provided in connection with the participant selection process is found to be false, that this will be grounds for my dismissal from the Series participant selection process and/or from the Series, if selected. I acknowledge and agree that the music available for download on the casting website is solely owned by Producer and may be used by me solely in connection with the application process for the Series. No further use is permitted by me or any other party.
Neither I nor any of my assigns, successors, heirs, spouse, guardians, executors, administrators and/or legal representatives (collectively, “Releasing Parties”) will institute or support any claims, liabilities, demands, costs, expenses or actions of any kind (including without limitation attorneys’ fees) (collectively, “Claims”) against Producer and Distribution Entities, UAMG Content, LLC, Viacom, and any entity owned, controlled or affiliated with Viacom (collectively “Releasees”), arising directly or indirectly from or by reason of the application process, my interview(s), call back(s), any travel in connection with the Series, this Agreement, or any of their respective use of the Composition, my Likeness, Statements, the Recordings, and/or the Material in or in connection with the Series or the production, distribution, marketing, promotion, merchandising or any other exploitation of the Series, or otherwise, or the exercise by Producer and Distribution Entities of any of their rights (including, without limitation, any Claims that such use of the Recordings, the Material, the Statements or Likeness invades any right to privacy and/or publicity and/or any Claims based on personal injury, copyright or trademark infringement, defamation, emotional distress, slander, libel and/or false or negative light). Neither Producer, nor Viacom, nor anyone else associated with the Series has made any promises to me with regard to the Series, including without limitation that I will be considered as a potential participant in connection with the Series. In particular, no one has promised that I will be given an opportunity to participate in the Series or that I will be chosen to participate in the Series. Without limiting any provision of this Agreement, my remedies for any breach of this Agreement by Producer or others will be limited to an action at law for damages (if any), and in no event will I be entitled to rescind this agreement or seek injunctive or any other equitable relief (including without limitation through any arbitration proceeding) in connection therewith.
I understand that, in connection with my participation in the casting selection process and potential participation in connection with the Series, information may be disclosed to or obtained by me, pursuant to my communications with Producer or otherwise, including, without limitation, information regarding the Series’ selection process, identities of potential or actual participants or other on-air talent participating in the Series, Producer’s personnel, the content of the Series, Producer’s business methods and practices, and other confidential and/or proprietary information of Producer and Distribution Entities (collectively, the “Confidential Information”). I agree that I will not, directly or indirectly, verbally or otherwise, at anytime (whether or not I ultimately participate in the Series) disclose, reveal, publish, disseminate or cause to be disclosed, revealed, published or disseminated (“Disclosure”), any Confidential Information to any individual or entity. I understand that Disclosure of the Confidential Information constitutes a material breach of this Agreement and will cause Producer, and the Distribution Entities substantial and irreparable injury and accordingly, I agree that in the event of any Disclosure by me, I will be liable to Producer and Distribution Entities, and must pay to Producer and the Distribution Entities collectively, as liquidated damages, and not as a penalty, the sum of Five Hundred Thousand United States Dollars (US $500,000.00) per breach, which amount represents the result of a reasonable endeavor by Producer and the Distribution Entities and me to ascertain the fair average compensation for any harm that Producer and the Distribution Entities will sustain as the result of such Disclosure. I agree that this liquidated damages amount represents reasonable compensation for the harm which will be incurred by Producer and the Distribution Entities as a result of such Disclosure, that this liquidated damages provision is necessary because Producer and Distribution Entities will in fact suffer significant damages as a result of violation of this Agreement, and that proof of the amount of those damages is impracticable to calculate or ascertain with certainty or specificity. In addition, and irrespective of the adequacy, availability, or award of monetary damages, I agree that in the event of such Disclosure in violation of this Agreement, Producer and the Distribution Entities are each entitled to seek, and obtain among other things, (a) injunctive and other equitable relief, without posting any bond, to prevent and/or cure any breach or threatened breach of this Agreement by me, (b) recovery or disgorgement of the monies or other consideration received in connection with such disclosure, if any, and (c) recovery of Producer’s and/or the Distribution Entities’ attorneys’ fees incurred to enforce my obligations under this paragraph.
I acknowledge that there is a possibility that after my execution of this Agreement, I may discover facts or incur or suffer claims which were unknown or unsuspected at the time this Agreement was executed and which, if known by me at that time, may have materially affected my decision to execute this Agreement. I acknowledge and agree that by reason of this Agreement, and the release of liability contained herein, I am assuming any risk of such unknown facts and such unknown and unsuspected claims. I have been advised of the existence of Section 1542 of the California Civil Code which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Notwithstanding Section 1542 of the California Civil Code, this Agreement shall constitute a full release of liability in accordance with its terms. I and the Releasing Parties knowingly and voluntarily waive the provisions of Section 1542, as well as any other statute, law or rule of similar effect, and acknowledge and agree that this waiver is an essential and material term of this Agreement and that without such waiver, Producer would not have accepted this Agreement or my application.
I, individually and on behalf of the Releasing Parties, agree to defend (at indemnitees’ option), indemnify and hold harmless the Releasees from any and all Claims caused by or arising out of my application for and/or participation in and/or in connection with the Series, including, without limitation, any of the following: (i) any statement, action or omission made or taken by me or anyone else during or in connection with or relating to the Series; (ii) my failure to follow the instructions of Producer, MGM Television Entertainment, Inc., Viacom, any of their officers, agents, representatives or employees, or anyone connected with the Series; (iii) Releasees’ use of the Material, Composition, Recordings or Statements or any rights granted by me herein in any manner; (iv) my breach of any of my representations, warranties, undertakings, promises or obligations pursuant to this Agreement or the Series rules (as may be promulgated and amended from time to time); (v) my possession or use of any prize (if any) or investment; or (vi) the use by Producer or Viacom or any of their respective licensees or assigns of any of the rights I have granted herein.
This Agreement is deemed entered into in Los Angeles County, California, and is governed by and interpreted in accordance with the laws of the State of California (but not its conflict of law rules) applicable to agreements executed and fully carried out within California. I acknowledge that no other party nor any agent or attorney of any other party has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce me to execute this agreement and I acknowledge that I have not executed this agreement in reliance on any such promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce me to execute this Agreement and I acknowledge that I have not executed this Agreement in reliance on any such promise, representation or warranty not contained herein. Any waiver by Producer or Distribution Entities of any term of this Agreement in a particular instance will not operate as a waiver of such term for the future. I agree that the invalidity or enforceability of any part of this Agreement will in no way affect the validity or enforceability of any of the remainder of this Agreement. To the fullest extent permissible by law, the parties agree that any controversy, claim or dispute between them will be submitted to final and binding arbitration before a single, neutral arbitrator (who shall be knowledgeable in and have experience in the television industry) in Los Angeles, California, conducted by JAMS according to the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) arbitration rules and procedures (including its optional appeal procedure) in effect at the time the request for arbitration is made. The arbitrator shall follow California law and the Federal rules of evidence in adjudicating the dispute. The parties waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages. The arbitrator will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. Unless producer and artist agree otherwise, the neutral arbitrator and the members of any appeal panel shall be former or retired judges or justices of any California State or Federal Court with experience in matters involving the entertainment industry. If either party refuses to perform any or all of its obligations under the final arbitration award (following appeal, if applicable) within thirty (30) days of such award being rendered, then the other party may enforce the final award in any court of competent jurisdiction in Los Angeles County. The party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, incurred in enforcing the award, to be paid by the party against whom enforcement is ordered. Any dispute or portion thereof, or any claim for a particular form of relief (not otherwise precluded by any other provision of this agreement), that may not be arbitrated pursuant to applicable state or federal law may be heard only in a court of competent jurisdiction in Los Angeles County applying California law.BY AGREEING TO THIS BINDING ARBITRATION PROVISION, I GIVE UP ALL RIGHTS TO FILE A LAWSUIT IN COURT AND TO HAVE A TRIAL BY JURY IN CONNECTION WITH ANY CLAIMS ARISING UNDER THIS AGREEMENT.
I have been given ample opportunity to read, and I have carefully read this entire Agreement. I represent and warrant that I have the full right, power and authority to grant the rights herein. Nothing contained in this Agreement shall be deemed to constitute an employment relationship, joint venture, or partnership between Producer, and me, or Viacom, and me, nor shall I be deemed Producer’s or Viacom’s agent for any purpose. I understand that Producer is making substantial expenditures in reliance upon my consent and that I may not revoke the rights I have granted herein. I hereby certify that I intend to be legally bound hereby. I acknowledge that I have been offered a copy of this Agreement. I represent and warrant that I have had the opportunity to consult with my own legal counsel prior to signing this Agreement, and I have either so consulted with my own counsel or, in the alternative, I have voluntarily and on my own accord declined such opportunity. By signing below, I am voluntarily and knowingly agreeing to the terms and conditions of this Agreement.
I UNDERSTAND THAT I AM GIVING UP CERTAIN LEGAL RIGHTS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, MY RIGHT TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT. I have signed this GRANT OF RIGHTS, RELEASE, CONFIDENTIALITY and ARBITRATION AGREEMENT