I acknowledge that everything stated in this application is true. I understand that any falsely submitted answers can and will be grounds for removal from the casting process and from my subsequent participation in the pilot or final series. Whether or not I am selected to be an on-camera participant in the television series presently (working title) [node:title] (the “Project”), I acknowledge and understand that I may be taped and otherwise recorded during the interview and application process, and that Popular Productions may use such recordings, and my name, voice and likeness, in any manner and for any purposes (including the Project and in any related or derivative versions and/or uses of the Project) in all media now known or hereafter devised throughout the world in perpetuity for no compensation. I further acknowledge and accept that this application form and any other materials (including, but not limited to, any photographs, videotapes, etc.) that I have submitted or will submit to Popular Productions, Inc. (“Popular Productions”) will become the property of Popular Productions and will not be returned. By signing below, I hereby grant Popular Productions, Inc. and POPULAR PRODUCTIONS, INC. the right to use my name, voice and likeness and any biographical information contained in this application, my home video, taped interview and any other materials submitted by me in any manner and for any purpose in all media now known or hereafter devised throughout the world in perpetuity without any compensation to me. Such rights shall include, without limitation, the right to record, use, publicize, distribute and otherwise exploit my home video tape or taped interview, voice, actions, likeness, biographical information and appearance and any other material submitted by me in any manner and for any purpose (including, without limitation, in connection with Popular Productions, Inc. and POPULAR PRODUCTIONS, INC.).
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
FOR POTENTIAL ON-CAMERA PARTICIPANTS
This Confidentiality and Non-Disclosure Agreement is made to allow 495 Productions, Inc. (“Producer”) to consider you (“Applicant”) for the project currently referred to as “…Ruined My Life” (the “Project”). Applicant recognizes that Applicant’s signature on this release is a condition of Producer considering Applicant to participate in the Project. In consideration thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to the terms and conditions contained herein.
1. Confidentiality and Publicity Restrictions.
a. Confidential Information. Applicant acknowledges that Applicant 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 Project, including, without limitation, information relating to the existence of the Project prior to public disclosure thereof by Producer, the premise and title of the Project, the names of individuals associated with the Project, and other elements relating to production of the Project; and knowledge or information regarding the business of Producer or Spike programming services (owned by Viacom Media Networks, a division of Viacom International, Inc.) (collectively “VMN”) or their affiliates, licensees, successors and assigns, and their production and trade practices (together "Confidential Information"). Applicant agrees 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 Applicant, or that Applicant is required to disclose by law pursuant to a proper protective order approved by Producer and VMN. Applicant shall inform Producer immediately in the event any persons or entity offers to pay or provide Applicant 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 limited to, engaging in conversation related to the Project 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.
b. Publicity. For the avoidance of doubt, all aspects of the publicity and promotion for the Project shall be at Producer’s and its designees’ sole discretion. At no time shall Applicant or any of Applicant’s 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 Project.
c. For the avoidance of doubt, Applicant’s 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, Applicant may not make disclosures prohibited hereunder via Facebook, Twitter, Youtube or any other similar website or service, whether existing now or in the future.
2. Liquidated Damages. Applicant agrees that disclosure by Applicant in violation of the foregoing shall constitute and be treated as a material breach of this agreement which will cause irreparable harm to Producer and VMN entitling Producer and VMN to seek, among other things, (i) injunctive relief, without posting any bond, to prevent and/or cure any breach or threatened breach of this agreement by Applicant, (ii) recovery or disgorgement of the monies or other consideration received in connection with such disclosure, if any, (iii) recovery of attorneys’ fees incurred to enforce the terms of this agreement, 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, estimate 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 which shall result
3. Applicant Guest Release. Whether or not Applicant is selected to be an on-camera participant in the Project, Applicant acknowledges and understands that Applicant may be taped and otherwise recorded during the interview and application process, and that Producer may use such recordings, and Applicant’s name, voice and likeness, in the Project, and in any related or derivative versions and/or uses of the Project. Applicant shall execute a guest release in form and substance, as required by Producer.
4. Arbitration. Applicant agrees that any and all disputes or controversies arising under this Agreement or any of its terms, any effort by any party to enforce, interpret, construe, rescind, terminate or annul this Agreement, or any provisions thereof, shall be resolved by binding arbitration before a single, neutral arbitrator, who shall be a retired judge of a state or federal court. All arbitration proceedings shall be conducted under the auspices of the American Arbitration Association, under its Commercial Arbitration Rules, through its Los Angeles, CA office. Applicant agrees that the arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party to such proceedings, except the arbitrator(s) and their staff, the parties’ attorneys and their staff, and any experts retained by the parties.
5. Miscellaneous. It is understood and agreed that no failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Producer may assign this Agreement and all of its rights and/or obligations hereunder to any third party. Applicant may not assign this Agreement nor any of Applicant's rights and/or obligations hereunder to any third party. This Agreement shall supersede and replace all prior or contemporaneous communications (written or oral) between the parties and their representatives relating to the subject matter hereof and may only be modified or amended by a writing signed by both parties. This Agreement does not constitute a partnership, joint venture or other relationship. To the extent that any of the provisions of this Agreement, or any portion of any provision, shall be found to be illegal or unenforceable, that provision or portion of a provisions shall be modified or deleted in such a manner as to make this Agreement as modified legally enforceable under applicable laws, and the balance of the agreement shall not be affected by that modification or deletion, the balance being construed as severable and independent.
6. Governing Law. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Agreement shall be governed by the internal laws of the State of California. The parties hereby agree that any action arising out of the Agreement shall be brought in the state or federal courts located in the City of Los Angeles, irrevocably submit to the exclusive jurisdiction of any such court and waive objection that such party may now or hereafter have to the venue of any such action or proceeding in any such court. The paragraph headings used in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision thereof. This Agreement may be executed in on or more counterparts and may be executed and delivered by facsimile transmission.