This release is made to allow 495 Productions Holdings, LLC and its successors, affiliates, licensees and assigns (collectively “Company”) to include Insert Name of Guest (“me” or “I”) as a guest/participant in a production and/or publication tentatively entitled _”Party Down South” (the "Programming”). I am giving this release in consideration for Company allowing me to participate as a guest/participant in the Programming and I recognize that my signature on this release is a condition of Company permitting me to be a guest/participant in the Programming or both. I agree that Company may tape and photograph me and record my voice and conversation including quotes, paraphrases, sounds, and any performance of musical composition(s), for use in and in connection with the Programming (my “Participation"). I also understand and agree that the Programming is being produced for CMT Productions Inc. (“CMT”) and that CMT is a signatory to an agreement with the American Federation of Musicians (“AFM”) union. Company, CMT, and I acknowledge, however, that other than the AFM, this Agreement is not subject to any other collective bargaining agreements which might be applicable to the type of services furnished or rendered herein by me and that neither Company nor CMT is a party to any such other collective bargaining agreements and I understand and agree that this Programming is otherwise a non-guild production (except for the AFM) and there will be no residual or any other type of payment due in connection with my Participation unless my Participation falls under the jurisdiction of the AFM. Notwithstanding anything to the contrary contained herein, to the extent that I am rendering any musical performances in connection with the Programming and I am currently a party to an exclusive recording agreement in effect with a record company with which Viacom Media Networks (and/or any of its affiliates, including but not limited to CMT) (“VMN”) has negotiated certain terms and conditions that are applicable to any such musical performances, this release shall be subject to such applicable terms and conditions, unless otherwise authorized by the record company. In the event of a conflict between the terms of this release and the terms of any agreement between VMN and my record company, the terms of the agreement between VMN and my record company shall control.
I agree that Company shall be the exclusive owner of all copyright and other rights in and to the Programming, my Participation, and any excerpts therefrom, and that Company will have the exclusive right to use, and license or otherwise authorize others to use them, in any manner Company wishes and in any and all media now known or hereafter discovered or developed, in perpetuity, throughout the universe. Notwithstanding the prior sentence, Company shall not commercially release any audio or audiovisual products intended for home consumer use which embody any performance of musical compositions in my Participation, without Company obtaining any necessary approvals that may be required by my record company, if applicable.
I further irrevocably agree that Company may use and license others to use my name, voice, likeness and any biographical facts which may have been provided to Company, in connection with the Programming, and for advertising, publicity, marketing, promotional and commercial tie-in purposes in connection with the Programming and/or any other works based upon the Programming, all allied ancillary and subsidiary rights therein and thereto (including, without limitation, merchandising and commercial tie-in rights), or any other use of the Programming, as well as in or in connection with promotional materials for VMN, its programming services, affiliates and sponsors, other VMN programs and for the institutional purposes of the cable industry generally, in all media now known or hereafter devised. I confirm that, to the best of my knowledge any statements made by me during my Participation will be true and will not violate or infringe upon any third party's rights.
I acknowledge that I may be provided with knowledge and/or information (or access to knowledge and/or information) that is of a secret, confidential, or proprietary nature, including but not limited to all information regarding the Programming, including, without limitation, information relating to the existence of the Programming prior to public disclosure thereof by the Producer, the premise and title of the Programming, the names of individuals associated with the Programming, and other elements relating to production of the Programming; and knowledge or information regarding the business of Producer or Viacom Media Networks (“VMN”) or their affiliates, licensees, successors and assigns, and their production and trade practices (together "Confidential Information"). I agree in perpetuity not to disclose any Confidential Information to any person or entity or make any use of any Producer or Confidential Information. This paragraph shall not apply to information that becomes generally known to the public through no fault of mine, or that I am required to disclose by law pursuant to a proper protective order approved by Producer and VMN. I shall inform Producer immediately in the event any persons or entity offers to pay or provide myself or any related party with any form of compensation in exchange for the disclosure of Confidential Information. For the purpose of this Agreement disclosure of Confidential Information as set forth herein shall include, but not be limited to, engaging in conversation related to the Programming with any individual in a public place (including without limitation restrooms, elevators and restaurants, or any other area in which there is not a reasonable expectation of Privacy) and on cellular telephones because such conversations may be overheard.
For the avoidance of doubt, I understand and acknowledge that all aspects of the publicity and promotion for the Program shall be at Producer’s and its designees’ sole discretion. At no time shall I or any of my agents or representatives directly, or through any publicity representative or otherwise, circulate, publish or otherwise disseminate any news story, article, book or other publicity relating to the Program.
I understand and acknowledge that my confidentiality obligations and publicity restrictions hereunder shall apply to any and all media whatsoever, including, without limitation, any social networking site; micro-blogging service; user-generated or user-uploaded content website; online forum, discussion thread or comment section; personal website or blog; user modified website (“wiki”); or any other website, service, platform, program, application or other form or method of communication, whether now known or hereinafter devised. For example and for the sake of clarity, I understand and acknowledge that I may not make disclosures prohibited hereunder via Facebook, Twitter, YouTube or any other similar website or service, whether existing now or in the future.
I acknowledge and agree that any disclosure of such Confidential Information by myself or any Related Party in violation of this Agreement shall constitute a material breach of this Agreement and shall cause Producer and VMN irreparable injury. I further agree that in the event of any disclosure by myself or any Related Party in violation of this Agreement, I shall be liable to Producer and VMN and shall pay to Producer and VMN, as liquidated damages, and not as a penalty, the sum equal to the greater of Three Million Dollars ($3,000,000.00) or the amount of money you will earn for supplying your goods and/or services in connection with the Program, which amount represents the result of a reasonable endeavor by Producer, VMN and myself to ascertain the fair average compensation for any harm that Producer and VMN will sustain as the result of such disclosure. I expressly agrees that this liquidated damages amount represents reasonable compensation for the harm which will be incurred by Producer and VMN as a result of such disclosure, that this liquidated damages provision is necessary because Producer and VMN will in fact suffer significant damages as a result of violation of this Agreement, and that the amount of those damages is impracticable to calculate or ascertain with certainty or specificity. In addition, I agrees that in the event of such disclosure in violation of this Agreement, Producer and/or VMN shall have the right to seek, among other things, (a) injunctive relief, without posting any bond, to prevent and/or cure any breach or threatened breach of this Agreement by Recipient or any Related Party, (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 VMN attorneys' fees incurred to enforce this Agreement.
I agree that, at no cost to Company, I have secured, or will secure (and/or will arrange with any respective publisher and/or third party owner to secure) all rights, including, without limitation, synchronization rights necessary for Company to use any musical composition(s) written, co-written and/or performed by me that is contained within the Programming, to the extent that I control such rights. Notwithstanding the foregoing, nothing in this release shall affect my right, or the right of any authorized publisher or co-writer, to collect public performance royalties.
I represent and warrant that all information I am providing to Company on this release is valid, true and accurate, and that I have (or will concurrently provide) to Company full and accurate information regarding my name (including prior names, aliases and professional/stage names), address and date of birth, for Company’s record-keeping purposes. Company shall be entitled to assign all or a portion of the rights and licenses granted herein and shall be entitled to assign this release in its entirety to any entity or individual without restrictions. This release is binding upon and shall inure to the benefit of the respective licensees, successors, and assigns of the parties hereto. I hereby agree not to sue and irrevocably and unconditionally release, waive and forever discharge Company, its past, present and future parents, subsidiaries (whether or not wholly-owned), affiliates, divisions, agents, representatives, employees, successors and assigns, jointly and individually (hereinafter collectively referred to as “Releasees”), from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which I (or my assigns, agents and/or representatives) ever had, now has, or in the future may have against the Releasees, including, but not limited to claims arising out of or related to the uses described herein, the Event, the Programming, my Participation, and/or my decision to perform the Event. I further agree that I shall be liable for any attorneys’ fees and costs incurred by Company in connection with any claim or lawsuit brought in violation of this agreement. In no event shall I have the right to enjoin the development, production or distribution or exploitation of the Programming. Company may transfer and assign this agreement or all or any of its rights or privileges hereunder to any entity or individual without restriction. This release shall be binding on all of my successors-in-interest and heirs. This agreement sets forth the entire agreement between us with respect to the subject matter hereof and may not be altered or amended except in writing signed by both parties. This agreement shall be governed by the laws of the State of New York. The parties hereto agree to submit to jurisdiction in the State of New York.