CERTIFICATE OF RESULTS AND PROCEEDS (“AGREEMENT”) For good and valuable consideration, the receipt and sufficiency of which is acknowledged by me, , I hereby certify that all literary, oral and other material of whatever kind or nature, whether written, unwritten or to be written, furnished or to be furnished by me, and all of the results and proceeds of my services (which I acknowledge have been and/or will be rendered in collaboration with others) in connection with the production presently entitled “ “ (the "Program") (all such literary, oral and other material and results and proceeds being referred to collectively herein as the "Material"), was and/or will be solely created by me as a "work-for-hire" specially ordered or commissioned by (“Producer"), with Producer being deemed the owner of all rights of every kind or nature in and to the Material (including but not limited to all copyrights, trademarks and tradenames, logos, designs and trade dress in each of the foregoing and all registrations, applications, renewals and extensions thereof worldwide), in all media now known or hereafter devised, for all now known or hereafter existing uses, versions (including, without limitation, digitized versions), media, forms, means and methods including without limitation all television (including, without limitation, digitized television), motion picture, literary, dramatic, musical, stage play, theme park, publishing, merchandising, recording, mechanical, radio, videocassette and video and laser disc, video and computer games, internet, any computer-assisted media (including without limitation CD-ROM, CD-I and similar disc systems, interactive media and multimedia and other devices and/or methods now existing or hereafter devised), and all allied, ancillary and subsidiary rights and uses thereof, with the right to make all uses and disposition of the Material by any and all means and in any and all media and in any and all versions (including without limitation digitized versions) now known or hereafter devised, throughout the universe and to make all changes in the Material as Producer deems necessary or desirable. I hereby assign to Producer in perpetuity all rental and lending rights under national laws (whether implemented pursuant to the EC Rental and Lending Rights Directive or otherwise) to which I may now be or hereafter become entitled with respect to the Material. I hereby waive all rights of "Droit Morale" or "Moral Rights of Authors" or any similar rights or principles of law which I may now or later have in the Material. I warrant and represent that I have the right to execute this document and that the Material does not and shall not, to the best of my knowledge, defame, or disparage any person or entity or infringe upon or violate the rights of privacy, publicity or any other rights of any kind or nature whatsoever of any person or entity, and that to the best of my knowledge, the Material is not the subject of any litigation or of any claim that might give rise to litigation. I shall indem nify and hold harmless Producer, the corporations comprising Producer, its and their employees, officers, agents, assigns and licensees from and against any and all liability, claims, costs, damages, and expenses (including reasonable attorneys’ fees and court costs, whether or not in connection with litigation) arising out of any breach or alleged breach of my representations, warranties and agreements hereunder or under this Agreement. Producer shall indemnify the undersigned, and hold the undersigned harmless from and against any and all liability, claims, costs, damages, and expenses (including reasonable attorneys' fees) arising out of, resulting from, based upon or incurred because of materials specifically furnished by Producer for use by me hereunder. To the extent the Material or any portion thereof may ever be determined not to be a "work-forhire," I hereby irrevocably and exclusively assign and/or grant to Producer all right, title and interest thereto (including without limitation all of the rights described in this certificate). I agree to execute any documents and do any other acts as may be reasonably required by Producer or its assignees or licensees to further evidence or effectuate Producer's rights as set forth in this Agreement. Upon m y failure promptly to do so within five (5) business days following receipt thereof, I hereby appoint
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Producer as my attorney-in-fact for such purposes (it being acknowledged that such appointment is irrevocable and coupled with an interest) with full power of substitution and delegation. All rights granted or agreed to be granted to Producer under this Agreement will vest in Producer immediately and irrevocably and will remain perpetually vested in Producer, its successors or assigns. I further acknowledge that (i) in the event of any breach by Producer hereunder, I will be limited to my remedy at law for damages, if any, and will not have the right to terminate or rescind this Agreement or any of the rights granted hereunder, or to enjoin the development, production, distribution, advertising or exploitation of the Program, or the Material (or any portion thereof), (ii) nothing herein shall obligate Producer to use my services or the results or proceeds thereof in the Program or to produce, advertise or distribute the Program, and (iii) this Agreement shall be governed by the laws of the State of California applicable to agreements executed and to be performed entirely therein. I agree to keep and retain in the strictest confidence all information and materials disclosed to or obtained by me concerning or relating to the Program, including without limitation, matters involving the script, personnel, cast, crew, budgets, production locations, business affairs of Producer, and any other information or material relating to Producer and/or the Program (collectively, "Confidential Information"). I shall not at any time directly or indirectly, in any way, reveal, report, publish, disclose, transfer or otherwise use any of the Confidential Information without the express prior written consent of Producer. Upon request of Producer, I will promptly deliver to Producer all materials, including any copies or reproductions, in my possession containing any Confidential Information and all other property either belonging to Producer or containing Confidential Information. I understand and agree that Producer solely will control issuance of all publicity, press releases and press conferences related to the Program. I agree not to participate in any publicity, press releases, press conferences or speak with the press in any respect in connection with the Program without the express consent of Producer. Producer's rights with respect to the Material and/or my services may be freely assigned and licensed, and shall be binding upon me and inure to the benefit of any such assignee or licensee. This Agreement shall be binding upon me, my heirs, executors, administrators, licensees, associates, affiliates, legal representatives, successors and assigns. This Agreement constitutes the entire understanding and agreement with respect to the subject matter hereof and cannot be amended except by a written instrument signed by the parties hereto. The provisions of this Agreement shall survive the expiration or termination of my services and my work in connection with the Program. Without limiting the foregoing, any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective only to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction. I hereby acknowledge and certify that I have read and understand this Agreement and that I agree to abide by the terms of this Agreement. Date:
Signature Printed Name
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