This release is made to allow Doron Ofir Casting, Inc. (“Company”) to include me as a potential guest/participant in a production and/or publication entitled “I Love NY’s Finest” (working title) (the "Programming"). I am giving this release in consideration for Company allowing me to participate as a potential guest/participant in the Programming and I recognize that my signature on this release is a condition of Company considering me and permitting me to be a guest/participant in the Programming or both. I agree that Company may make audio and video recordings (including, without limitation, taking photographs) of me (including, but not limited to, recording my voice, conversations, quotes, paraphrases, sounds, and any performance of musical composition[s]), and/or relating to me and my personal experiences, biographical data, incidents, situations, actions, reactions and events which heretofore occurred or hereafter occur, based in whole or in part upon, derived in whole or in part from, or otherwise suggested by, my life story, for use in and in connection with the Programming (my "Participation"). I also understand and agree that this Programming is a non-guild production and there will be no residual or any other type of payment due in connection with my Participation. Notwithstanding anything to the contrary contained herein, to the extent that I am rendering any musical performances in connection with the Programming and, as of the date of this release, I am currently a party to an exclusive recording agreement in effect with a record company (“Record Company”) with which Company (and/or any of its affiliates) has negotiated certain terms and conditions that are applicable to use of 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 Company (and/or any of its affiliates) and my Record Company, the terms of such agreement 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 by me in my Participation without 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 the network on which the Programming is exhibited (the “Network”), its programming services, affiliates and sponsors, other Network 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 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. 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 agree not to disclose, in perpetuity, to any third party any information to which I have, have had or will have access to concerning the Programming, any of Company's or the network to which this agreement is assisnged ("Network's") operations, programming or other services, or the terms and conditions of this agreement, except as required to fulfill my obligations hereunder, as expressly permitted by Company in writing, or as required by law or the valid order of a court of competent jurisdiction, in which event I shall so notify Company in writing and shall seek confidential treatment of such information (if available). I agree not to make or authorize any other person or entity to make any statement to any media service with respect to the Programming or any of Company's or Network's operations, programming or other services, without Company's prior written approval in each instance. Further, I agree that I shall not grant any press or media service with access to attend any shoot for the Programming. Except as authorized by Company, I will not, and I will not authorize any person or entity to, publicize, advertise or promote my appearance on the Programming, receive or generate any monetary advantage from my appearance on the Programming, or use or disclose to any party any information or trade secrets obtained or learned as a result of my participation in the Programming. In addition, I will not myself, and will not authorize any other person or entity to, prepare or assist in the preparation of any written work, any audio work, visual work or any audio-visual work that depicts, concerns, or relates in any way to my appearance on the Programming. All contact with the media regarding the Programming or my participation in the Programming must be organized and sanctioned by the press officer of Company in connection with the Programming or by a duly authorized representative of Company and/or Network. Without limiting any other rights that Company and/or Network may have or statements by me hereunder, I acknowledge that the initial broadcast of the Programming may occur (if ever), after the conclusion of my Participation, and that any information about me, my Participation, my appearance in the Programming, and/or the details of the Programming that are revealed or disclosed prior to broadcast will cause irreparable harm to Company and/or Network. For the avoidance of doubt, my confidentiality obligations and publicity restrictions hereunder shall apply to any and all media whatsoever, including, without limitation, all social networking sites; micro-blogging services; user-generated or user-uploaded content websites; online forums, discussion threads and comment sections; personal websites and blogs; user modified websites or "wikis"; and any other websites, services, platforms, programs, applications or other forms or methods of communication, whether now known or hereafter devised. For example and for the sake of clarity, 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 agree that disclosure by me in violation of any of the foregoing shall constitute a material breach of this Agreement, which will cause irreparable harm to Company and/or Network, and without limiting any other rights that Company and/or Network may have, will entitle Company and/or Network to, among other things: (i) injunctive relief, without posting any bond, to prevent and/or cure any breach or threatened breach of this section by me; (ii) recovery or disgorgement of the monies or other consideration received in connection with such disclosure, if any; (iii) recovery of Company's and/or Network’s attorneys' fees incurred in enforcing the terms of this section; and (iv) an amount equal to One Million Dollars ($1,000,000), which amount is agreed upon by the parties as liquidated damages and not as a penalty, and which sum amount has been computed, estimated and agreed upon as an attempt to make a reasonable forecast of probable actual loss, because of the difficulty of estimating with exactness the damages that shall result.
I represent and warrant that all information I am providing to Company in 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. I acknowledge that federal law prohibits "payola", "plugola" and the acceptance of anything of value (except any compensation payable hereunder) for promoting any product, service or company, or arranging for any person or product to appear, on the air. I agree that I shall not violate any such law. I hereby agree not to sue and irrevocably and unconditionally release, waive and forever discharge Company and 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 and/or Activities (including my decision to participate therein), the Programming and/or, my Participation. I further agree that I shall be liable for any attorneys’ fees and costs incurred by Company and/or any of the Releasees 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 me and Company 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.