Audience Release

APPEARANCE RELEASE (PLEASE READ BEFORE REGISTERING FOR A TICKET) This release (“Release”) is made to allow On Site Productions Inc. (“Company”) to include me as an audience member and/or voting audience member in a production and/or publication tentatively entitled “Opera” (the “Programming”). I am giving this Release in consideration for Company allowing me to participate as an audience member and/or voting audience member in the Programming and I recognize that my signature on this Release is a condition of Company permitting me to be an audience member and/or voting audience member in the Programming. I agree that Company and its affiliates, successors, licensees, and assigns (including, without limitation, event and program sponsors, advertisers, and marketing partners) may tape and photograph me and record my voice, conversation, and any and all other activity and results thereof (including quotes, paraphrases, sounds, performance(s) of musical composition(s), and drawing(s), sketching(s), and/or similar work(s) (collectively, “Artwork”) I create on-camera) for use in and in connection with the Programming and other sponsored or unsponsored programming (my “Participation”). I understand and agree that although this Programming is a guild production, my Participation in the Programming shall not be governed by the terms of any union or guild collective bargaining agreement and there will be no residual or any other type of payment due in connection with my Participation. I waive any right of inspection or approval of the proceeds of my Participation or the uses to which such proceeds may be put. I acknowledge and agree that the Programming may contain information, statements, or representations (“Information”) relating to me of a personal, private, disparaging, embarrassing, and/or unfavorable nature, and that such Information may be summarized, edited, or modified in a manner that may be misleading or untrue. I further acknowledge that the Information may expose me, my family, and/or others to public ridicule or embarrassment. I voluntarily agree to participate in the Programming with full knowledge of the foregoing and freely and voluntarily assume all risk associated therewith. Notwithstanding anything to the contrary contained herein, if 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 Company (and/or any of its affiliates) has negotiated certain terms and conditions that are applicable to any such musical performances (a “Record Company”), this Release will be subject to such applicable terms and conditions, unless otherwise authorized by 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 Record Company, the terms of such agreement will control. In connection with my Participation, I understand and agree that I am prohibited from wearing any apparel that contains any logos or trademarks unless such apparel has been specifically provided to me or approved in advance by Company. I agree that Company will 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 devised, in perpetuity throughout the universe in all languages, without any obligation whatsoever (other than as described in this Release) to me (or to any person or entity claiming through or on my behalf). Notwithstanding the prior sentence, Company shall not commercially release any audio or audiovisual products intended for home consumer use that embody any performance of musical compositions in my Participation or any Artwork created in my Participation, without Company obtaining any necessary approvals that may be required by my record label, if applicable. I further irrevocably grant to Company, in respect of my name, voice, actual or simulated likeness, and/or photography, recordings, and/or reproductions of any or all of the foregoing, and/or any or all biographical facts that may have been provided to Company, (a) the right to use, and to license or authorize others to use, the same, in all media now known or hereafter devised, in perpetuity throughout the universe, in connection with the Programming, any other works based upon the Programming, and/or any other use of the Programming, and/or for advertising, publicity, marketing, promotional, and/or commercial tie-in purposes in connection with any or all of the foregoing or otherwise (including in/on and/or in connection with promotional materials for the network on which the Programming is exhibited (the “Network”), the Network’s programming services, affiliates, and/or sponsors, and/or other Network programs, and/or for the institutional purposes of the cable industry generally), and (b) all allied ancillary and subsidiary rights therein and thereto (including, without limitation, merchandising and commercial tie-in rights). I confirm that, to the best of my knowledge (in the exercise of reasonable prudence and due diligence), any statements made by me during my Participation will be true and will not violate or infringe upon any third party’s rights. I confirm that I have secured, or agree that I will secure (and/or will arrange with any respective publisher and/or third-party owner to secure), at no cost to Company, all rights (including, without limitation, synchronization rights) necessary for Company to use all musical composition(s) written, co-written, and/or performed by me that is/are contained within the Programming, and all rights in the Artwork (in each case, if any). I will not be entitled to any additional consideration as a result of the exercise of the rights granted herein. Notwithstanding the foregoing, nothing in this Release will affect my right, or the right of any authorized publisher or co-writer, to collect public performance royalties. I represent and warrant that any and all materials provided or performed by me in connection with the Programming (including, without limitation, any musical compositions) will not violate or infringe upon any third party’s rights. By entering the Programming venue, I acknowledge that the use of cameras, cell phones, or any electronic devices that can be used to take pictures, or record video is strictly prohibited. I further acknowledge and agree that Company may take such devices and/or lock them up for the duration of filming the applicable concert (e.g., with a Yondr pouch). Further to and without limiting any of my obligations or Company’s rights hereunder, I agree to execute the “Confidentiality and Non-Disclosure Agreement” attached hereto as Exhibit A (“NDA”) which constitutes part of this Release. I recognize that my signature on the NDA is a condition precedent to any of Company’s obligations hereunder (including, without limitation, permitting me to be an audience member and/or voting audience member in the Programming). I understand that if I am selected to participate as a voting audience member in the Programming, that I will disclose to Company any connection with a contestant, judge, or any other individual associated with the Programming. I understand that if Company selects me to participate as a voting audience member in its sole discretion I will have been briefed on the Programming rules as they apply to my participation in the Programming and I agree to obey them, and I will cast my vote in a fair and evenhanded manner. I agree to cooperate and to follow all directions of Company. Company's decisions on all matters (including, without limitation, competition rules, judging, judging methods and procedures, voting audience member selection and playing of the game and all decisions relative thereto) shall be final. I will not participate in any attempt to “cheat” or predetermine the outcome of the Programming with the intent to deceive the viewing public. I also agree that I will not commit any other deceptive or dishonest act with respect to the Program, and that it is a federal offense to do so. If anyone tries to induce me to do any such act, I shall immediately notify a representative of Company, Network and Sullivan Compliance Company. Further, I shall not mention or “plug” any commercial product or service on the Programming. I have not paid or accepted any money or other valuable consideration (including a division of prizes) in connection with my appearance on the Programming, or authorized anyone else to do so. I also understand that to do so without disclosure to the broadcaster prior to broadcast is a federal offense. I agree that if anyone tries to induce me to accept any such payment, I shall immediately notify a representative of Company, Network and Sullivan Compliance Company. 1 For information on how Paramount Global processes personal data in the workplace, please see: https://www.viacomcbsprivacy.com/workplace-privacynotice. Except as Company may direct or approve in each instance, I will not myself, or authorize others to, (a) advertise, promote, and/or disclose my Participation, or (b) use or disclose any information about the Programming, and/or trade secrets and/or proprietary information of Company (or any of its affiliates), that I learn as a result of my Participation. 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 recordkeeping purposes. I agree to comply with all instructions regarding safety in connection with the Programming, and understand that Company will proceed in reliance hereon. I 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 whollyowned), affiliates, divisions, agents, representatives, employees, successors, and assignees/licensees/transferees, jointly and individually, and all entities and persons associated with the Programming including Sullivan Compliance Company (all of the foregoing, collectively, “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, without limitation, claims arising out of or related to the exercise of any of the rights granted to Company or the uses described herein, the Programming and/or my Participation. I agree that I will 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 Release. In no event shall I have the right to enjoin the development, production, distribution, or exploitation of the Programming. Company may assign, license, or otherwise transfer this Release or all or any of its rights or privileges hereunder to any entity or individual without restriction. I warrant that I have the full, complete, and unrestricted right and authority to enter into this Release. This Release shall be binding on all of my successors-ininterest and heirs. This Release sets forth the entire agreement between me and Company, superseding all prior understandings and communications, with respect to the subject matter hereof and may not be altered or amended except in writing signed by both parties. This Release and all questions arising under this Release will be governed by and construed in accordance with the laws and decisions of the State of New York applicable to contracts entered into and fully to be performed therein, without giving effect to the principles thereof relating to conflicts of law. If any provision(s) (or any portion(s) of any provision(s)) in this Release conflict(s) or could be interpreted to conflict with this paragraph for any reason (including, without limitation, any references to court, jurisdiction, judiciary, jury, action-at-law, or any other terms), the terms of this paragraph will control. The parties agree that any and all controversies, claims or disputes arising out of or relating to this Exhibit and/or the conduct of the parties hereunder or in connection herewith (“Dispute”) will be the subject of good faith negotiation. If after good faith negotiation the Dispute is not resolved, and either party wishes to pursue the matter further, the parties agree that the Dispute will be submitted to final and binding arbitration at the New York City office of JAMS, or its successor (“JAMS”), pursuant to the procedure set forth in subparagraph A. below. (A.) The arbitration will be initiated and conducted according to either the JAMS Streamlined (for claims under $250,000) or the JAMS Comprehensive (for claims over $250,000) Arbitration Rules and Procedures, except as modified herein, in effect at the time the request for arbitration is made (the “Arbitration Rules”). The parties agree that a Dispute will include the determination of the scope or applicability of this Release to arbitrate and the arbitrability of the Dispute, including, but not limited to, any claim of waiver. The arbitration will be conducted before a single neutral arbitrator appointed in accordance with the Arbitration Rules. Unless the parties agree otherwise, the neutral arbitrator will be a former or retired judge or justice of any New York state or federal court with substantial experience in matters involving the entertainment industry, who is affiliated with JAMS. The arbitrator will follow New York law in adjudicating the Dispute. The arbitrator will provide a detailed written statement of decision which will be part of the arbitration award. The arbitrator’s award will be final and binding except to the extent that limited judicial review is permitted by applicable law. The parties are to share the arbitration costs and the arbitrator’s fees equally. Each party will remain responsible for its own attorneys’ fees. The parties waive the right to seek punitive damages and the arbitrator will have no authority to award such damages. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed. Neither the parties nor the arbitrator will disclose the existence, content, testimony, evidence or results of the arbitration, except as necessary to comply with legal, statutory or regulatory requirements. Before making any such disclosure, a party will give written notice to all other parties and will afford such parties a reasonable opportunity to protect their interests. If either party refuses to perform any or all of its obligations under the final arbitration award within thirty (30) days of such award being rendered, then the other party may confirm or enforce the final award in any court of competent jurisdiction in New York County, New York. All parties consent to the personal jurisdiction of the state and federal courts located in New York County, New York for purposes of confirming or enforcing any arbitration award. This clause will not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction in New York County, New York. (B.) The parties acknowledge that this provision constitutes a waiver of each party’s rights to a civil court action or a jury trial concerning matters covered by this provision; only an arbitrator, not a judge or jury, will decide the Dispute. EXHIBIT A CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT FOR AUDIENCE This Exhibit A, Confidentiality and Non-Disclosure Agreement, is attached to and made part of the Release and agreed to between On Site Productions Inc. (“Company”) and the undersigned (herein, “Audience Member”), in connection with the television project currently referred to as “Opera” (the “Program”). As used herein, “Agreement” shall jointly refer to the Release and this Confidentiality and Non-Disclosure Agreement. Audience Member recognizes that Audience Member’s signature on this Agreement is a condition of Company considering Audience Member to participate in the Program. In consideration thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Audience Member, Audience Member hereby agrees as follows: 1. Confidential Information. Audience Member acknowledges that Audience Member may obtain and/or be provided with knowledge and/or information (and/or access to knowledge and/or information) that is of a secret, confidential or proprietary nature, including without limitation: (i) all information regarding the Program, including, without limitation, information relating to the Program prior to public disclosure thereof by Company (e.g. the Program’s existence, the premise and title of the Program, the names of individuals associated with the Program and all other elements relating to production of the Program); and (ii) all information regarding the business of Company, Paramount Global (“PG”) and their affiliates, licensees, successors and assigns, including, without limitation, the operations, programming, production, trade practices and other activities, of any of the foregoing (together "Confidential Information"). Audience Member agrees in perpetuity not to disclose any Confidential Information to any person or entity or make any use of any Confidential Information. This Paragraph shall not apply to information that becomes generally known to the public through no fault of Audience Member, or information that Audience Member is required to disclose by law pursuant to a proper protective order approved by Company and PG. Audience Member shall inform Company immediately in the event any person or entity offers to pay or provide Audience Member or any related party of Audience Member (each a “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 includes, without limitation, engaging in conversation related to the Program with any individual in a public place (including, without limitation, restrooms, elevators, restaurants and/or any other area in which there is not a reasonable expectation of privacy) and/or on cellular telephones, because such conversations may be overheard, and without limiting the generality of the restriction on the disclosure of Confidential Information as set forth herein, Audience Member shall avoid engaging in such conversations. a. Publicity. All aspects of the publicity and promotion for the Program shall be at Company’s and its designees’ sole discretion. Audience Member shall not, and shall ensure that Audience Member’s agents, representatives and Related Parties do not, directly or indirectly (e.g., 2 through any publicity representative or otherwise), circulate, publish or otherwise disseminate any news story, article, book or other form of publicity relating to the Program, nor authorize any person or entity to do any or all of the foregoing. b. New Media. Audience Member’s obligations and restrictions hereunder shall apply to any and all media whatsoever, including, without limitation, all social networking sites; micro-blogging services; user-generated and user-uploaded content websites; online forums, discussion threads and comment sections; personal website and blogs; user-modified websites known as “wikis”; and all other websites, services, platforms, programs, applications and other forms and methods of communication, whether now known or hereafter devised. For example, Audience Member may not make disclosures prohibited hereunder via Facebook, Twitter, YouTube or any other similar websites or services, whether existing now or in the future. c. Notwithstanding the foregoing, the non-disclosure obligations set forth in this agreement shall not prohibit Audience Member from disclosing or reporting to the appropriate authorities any unlawful conduct that occurs during the production of the Program. 2. Liquidated Damages. Audience Member acknowledges and agrees that any disclosure of Confidential Information by Audience Member or any Related Party in violation of this Agreement shall constitute a material breach of this Agreement and shall cause irreparable harm to Company and PG. Audience Member further agrees that in the event of any disclosure of Confidential Information by Audience Member or any Related Party in violation of this Agreement, Audience Member shall be liable to Company and PG and shall pay to Company and PG, as liquidated damages, and not as a penalty, $1,000,000, which amount has been agreed upon following a reasonable endeavor by Company, PG and Audience Member to ascertain the actual loss Company and PG will sustain as the result of such disclosure. Audience Member expressly agrees that this liquidated damages amount represents reasonable compensation for the harm which will be incurred by Company and PG as a result of violation of this Agreement and that this liquidated damages provision is necessary because Company and PG will in fact suffer significant damages as a result of violation of this Agreement and it is impracticable to calculate or ascertain the amount of those damages with certainty or specificity). In addition and without limiting any other rights Company or PG may have at law, in equity or otherwise, Audience Member agrees that in the event of any disclosure in violation of this Agreement, Company and/or PG shall have the right, among other things, to: (a) injunctive relief, without posting any bond, to prevent and/or cure any breach or threatened breach of this Agreement; (b) recovery or disgorgement of the monies and/or other consideration received in connection with such disclosure, if any; and (c) recovery of any attorneys' fees incurred by Company and/or PG (as applicable) to enforce this Agreement on a proactive and/or retroactive basis. 3. Audience Member Guest Release. Whether or not Audience Member is selected to be an on-camera participant in the Program, Audience Member acknowledges and understands that Audience Member may be taped and otherwise recorded during the interview and application process, and that Company and its affiliates and assigns (including without limitation event and program sponsors, advertisers, and marketing partners) may use such recordings, and Audience Member’s name, voice and likeness, in the Program and other sponsored or unsponsored programming, and in any related or derivative versions and/or uses of any of the foregoing. Audience Member shall execute the “Guest Release” attached hereto as Exhibit A for this purpose. 4. Arbitration. Except with respect to Company’s and PG’s rights to obtain injunctive and/or other equitable relief as contemplated by Paragraph 2 above, any and all disputes, claims, or controversies arising under or in connection with this Agreement or any of its provisions, including any questions regarding its existence, validity, or termination, or any claim in tort, in equity, or pursuant to any statute and any effort by any party to enforce, interpret, construe, rescind, terminate or annul this Agreement or any of its provisions, shall be resolved by binding arbitration before a single, neutral arbitrator, who shall be a retired judge of a state or federal court. All such arbitration proceedings shall be conducted under the auspices of the American Arbitration Association, pursuant to its Commercial Arbitration Rules. The place and seat of arbitration will be New York, New York. The tribunal shall have the discretion to decide the case, in whole or in part, solely on the documents submitted by the parties. In addition to the authority conferred on the tribunal by the Commercial Arbitration Rules, the tribunal is authorized to make orders for interim relief and conservatory measures, necessary to preserve the parties’ rights, including pre-arbitration attachments or injunctions. The parties expressly agree that the tribunal shall have no jurisdiction to compel PG or any of its parent, affiliate, or subsidiary entities to license its programming or trademarks or permit use of its programming or trademarks beyond any period otherwise reflected in this Agreement, provided that this Agreement has been executed by a duly authorized individual on behalf of PG. Where the applicable arbitration rules provide for an emergency arbitrator mechanism prior to the constitution of the arbitral tribunal, the parties expressly agree that such mechanism will apply. The parties agree that any ruling by the tribunal on interim measures will be deemed to be a final award with respect to the subject matter of the ruling and will be enforceable as such. Audience Member agrees that all arbitration proceedings commenced pursuant to this Paragraph and all testimony, discovery and documents filed in the course of such proceedings, including, without limitation, the fact that such arbitration is being conducted, shall be treated as confidential and no party (either directly or through its representatives) may disclose the existence, content, or results of any arbitration hereunder without the prior consent of all parties, to any third parties, except the arbitrator(s), the parties' attorneys, any employees of the foregoing participating in the arbitration and any experts retained by the parties to participate in the arbitration. The costs of the arbitration will be borne by the parties equally, provided that each party will bear its own legal fees and costs. 5. Severability. To the extent that any of the provisions of this Agreement or any portion thereof shall be found to be illegal or unenforceable for any reason, that provision or portion of a provision shall be modified or deleted only to the extent necessary 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. 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. Company may assign this Agreement and all of its rights and/or obligations hereunder to any third party. Audience Member may not assign this Agreement or any of Audience Member'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 between the parties. 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 one or more counterparts and may be executed and delivered by email or fax (digital signature is acceptable). This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. 7. Governing Law. This Agreement and all questions arising under this Agreement will be governed by and construed in accordance with the laws and decisions of the state of New York applicable to contracts entered into and fully to be performed therein, without giving effect to the principles thereof relating to conflicts of law; except with respect to matters to be submitted to arbitration in accordance with Paragraph 4 above, the parties irrevocably consent and agree to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction over New York County, New York with respect to any action that any party desires to commence arising out of or in connection with this Agreement or any breach or alleged breach of any provision of this Agreement, irrevocably consent to personal jurisdiction by such courts, and irrevocably waive any objection as to improper venue or that any state or federal court of New York is an inconvenient forum. The parties hereby irrevocably waive, to the fullest extent permitted by law, all right to a trial by jury in connection with any dispute arising out of or relating to this agreement.