Terms of Personal Services Engagement

Terms of Personal Services Engagement (TOPSE 1.0)1.General.These Terms of Personal Services Engagement (1.0) (“TOPSE 1.0”)are incorporated into the principal agreement to which they are attached(“Agreement”). The individual rendering personal services pursuant to theAgreement is referred to herein as “Artist.”If Artist’s services are furnished by a corporation loaning services that corporation is referred to herein as“Lender.” The entity engaging Artist’s services under the Agreement either directly or through Lender is referred to herein as “Producer,” and t hetelevision motion picture or pictures in connection with which Artist isengaged is referred to herein as the “Picture.” In the even of expressinconsistency between the Agreement and TOPSE 1.0, the Agreement shall prevail.2.Services. Artist shall render all services required hereunder at such place orplaces as required by Producer from time to time during the term thereof.Artist shall render all services under the supervision, direction and control of Producer, in a diligent and conscientious manner, and to the best of Artist’s ability, and comply with all of Producer’s instructions, directions, requests, rules and regulations (including those relating to matters of artistic taste and judgment). Except as otherwise expressly provided to the contrary in theAgreement, Artist shall render Artist’s services exclusively and solely forProducer during the entire term hereof. Artist agrees, if and when requested by Producer, to report to all development, preproduction, principal photography, story conferences, song conferences, production conferences, productionconferences, making of stills and the like and for changes in and/or foreign versions of the Picture and for no additional compensation therefore. If any such services would conflict with any of Artist’s existing professionalcommitments, then Artist shall give Producer timely notice of same, in which case Artist shall cooperate to the fullest extent with Producer in becomingavailable to render such services.3.Services Unique. Artist acknowledges that rights granted to Producer andArtist’s services hereunder are of a special, unique, unusual, extraordinary and intellectual character giving them peculiar value, the loss of which cannot be reasonably or adequately compensated in damages and that a breach by Artist may cause Producer irreparable injury and damage. Accordingly, withoutlimiting or waiving any other rights or remedies of Producer, Producer shall be entitled to seek injunctive or other equitable relief to prevent such breach and to prevent Artist from performing services for himself, or any person other than Producer.4.Results and Proceeds. Producer shall own, in perpetuity, throughout theuniverse, all right, title and interest in and to the Picture, the elements thereof and the results and proceeds of Artist’s services hereunder and all materials produced thereby or furnished by Artist, of any kind and nature whatsoever, to the maximum extent permitted by any applicable guild or union agreement and free and clear of any and all claims for royalties and other compensation except as specifically set forth in the Agreement. Artist acknowledges that any and al results and proceeds of Artist’s services hereunder shall be a work madefor hire for Producer, specially commissioned for use as part of a television show, motion picture or other audiovisual work. Producer shall have the right to adapt, change, revise, delete from, add to or rearrange the Picture, or any part thereof and Artist waives throughout the universe the benefit of any law, doctrin e or principle knows as “droit moral: or moral rights of authors or any similar law, doctrine or principle however denominated, to the maximumextent permitted in each applicable jurisdiction. Producer shall own the Picture produced hereunder and all rights whatsoever therein, including, but notlimited to, all copyrights, throughout the world and in perpetuity and in allelements thereof and shall have the right to sell, lease, license and otherwise exploit such rights and elements, as Producer conferred under any applicable laws, directions or regulations, including without limitation, those of theEuropean Union (“EU”).5.Representations and Warranties; Insurance; FCC; Indemnity. Artisthereby represents, warrants and agrees as follows:a.Artist is free to enter into the Agreement and is not subject to anyobligation or disability which will or might prevent Artist fromkeeping and performing all of the conditions, obligations, covenantsand agreements to be kept or performed hereunder; and Artist has notmade and will not make any agreement, commitment, grant orassignment, nor do any act or thing which might interfere or impair thecomplete enjoyment of the rights granted and the services to berendered to Producer.b.All ideas, creations and literary, musical and artistic materials andintellectual properties (“materials”) furnished by Artist hereunder,shall be wholly original with Artist except materials in the publicdomain and that neither the materials nor the use thereof will infringeupon or violate any right of privacy of or constitute a libel, slander orany unfair competition against or infringe upon or violate the copyright,common law rights, literary, dramatic, photoplay, right of publicity orany other rights of any third party.c.If and only if expressly required by Producer in connection with theservices to be performed by Artist hereunder, Artist will become, atArtist’s sole cost and expense and will remain throughout the termhereof, a member in good standing of the properly designated labourorganisation or organisations (as defined and determined underapplicable law) representing persons performing services of the typeand character that are to be performed by Artist hereunder.d.Artist represents that Artist is aware that it is a criminal offense underthe Federal Communications Act of 1934, as amended(“Communications Act”), for any person, in connection with theproduction or preparation of any television Picture to accept or paymoney, service or other valuable consideration for the inclusion of anyplug, reference or product indentification or other matter as a part ofsuch Picture unless such acceptance or payment is disclosed in themanner required by law. Artist further understands that it is Producer’s policy not to knowingly permit the acceptance or payment of any such consideration and that any such acceptance or payment will be cause of immediate dismissal, it being Producer’s intention t hat the Picture shall be capable of being broadcast without the necessity of any disclosure or announcement which would otherwise be required by Section 317 or Section 507 of the Communications Act. Artist represents, warrants and agrees that Artist has not paid or accepted and will not pay oraccept any money, service or other valuable consideration for theinclusion of any plug, reference or product identification or any other matter in the Picture and that Artist has no knowledge of anyinformation relating to the Picture which is required to be disclosed by Artist under Section 507 of the Communications Act. Artist furtheragrees that Artist will promptly deliver to Producer, upon request, such affidavits and/or statements as Producer may require with respect tosaid Section 507.e.Artist shall indemnify and hold Producer, any licensee or distributor ofthe Picture, any station or network telecasting the Picture, each sponsor and its advertising agency, and the shareholders, directors, officers,agents, employees, successors, licensees and assigns of any of theforegoing, harmless from and against any and all liability, loss, damage, costs, charges, claims, actions, causes of action, recoveries, judgments, penalties and expenses, including attorneys’ fees, which they or any of them may suffer by reason of the services rendered or the use of any materials furnished by Artist hereunder, or any breach of anyrepresentation, warranty, or agreement made by Artist in theAgreement.f.Artist shall be added as an additional insured on Producer’s errors andomissions and general liability insurance policies, if any, subject to the terms and restrictions of such policies. Producer may secure any type of insurance covering Artist, insuring Producer or its designees. Artist will assist Producer prior to principal photography in procuring such insurance by submitting to customary examinations (with Artist tohave the right to have Artist’s physician present at such exams) and by filling out required applications. If Producer is unable to procure such insurance covering Artist at normal rates and without specialexclusions, Producer may terminate Artist’s services hereunder and be relieved of any further obligation to Artist hereunder. From the datethree (3) weeks before the scheduled start of principal photographyuntil completion of all services required of Artist hereunder, Artist will not ride in any aircraft, other than as a passenger on a scheduled flight of a major international air carrier maintaining regularly publishedschedules or engage in extrahazardous activity without Producer’sprior written consent in each case.g.Producer and Lender acknowledge and agree that the following sumsare in consideration of and constitute equitable remuneration for, the rental right included in the rights herein granted: (i) an agreedallocation to the rental right of 3.8% of the fixed compensation and, ifapplicable, 3.8% of the contingent compensation provided for in thisagreement: and (ii) any sums payable to Lender with respect to therental right under any applicable collective bargaining or otherindustry-wide agreement; and (iii) the residuals payable to Lenderunder any such collective bargaining or industry-wide arrangementwith respect to home video exploitation which are reasonablyattributable to sale of home video devices for rental purposes in theterritories or jurisdictions where the rental right is recognised. If underthe applicable law of any territory or jurisdiction, any additional ordifferent form of compensation is required to satisfy the requirement ofequitable remuneration, then it is agreed that the grant to Producer ofthe rental right shall nevertheless be fully effective, and Producer shallpay Lender such compensation or, if necessary, the parties shall ingood faith negotiate the amount and nature thereof in accordance withapplicable law. Since Producer has paid or agreed to pay Artistequitable remuneration for the rental right, Artist herby assigns toProducer, except to the extent specifically reserved to Artist under anyapplicable collective bargaining or other industry-wide agreement, allother compensation payable or which may become payable to Artist onaccount or in the nature of a tax or levy, through a collecting society orotherwise, under the applicable law of any territory or jurisdiction,including by way of illustration only, so-called blank tape and similarlevies. Artist shall cooperate fully with Producer in connection with thecollection and payment to Producer of all such compensation.6.Producer’s Controls. As between Artist and Producer, Producer shall havefull and exclusive budgetary, financial creative and business control over the Picture. Artist shall not at any time without Producer’s prio r written approval had and obtained in each case (whether before, during or after the term hereof), make any public statements, release or authorise any information, advertising or publicity relating to the engagement hereunder, the Picture, or Producer or Producer’s personnel or operations, provided Artist can make incidentalnonderogatory references in personal publicity. and Likeness. Producer shall have the perpetual right and may grant toothers the right, to disseminate, display, reproduce, use, print, publish andmake any other uses of Artist’s name, sobriquet, voice, signature and /or/likeness (whether or not taken from the Picture) and biographical materialconcerning Artist as news or information matter in connection withadvertising, public ising and exploiting the Picture, Artist’s services hereunder, including but not limited to, the right to use and authorise others to use thesame in the credits of the Picture, in trailers, in commercial tie-ups and in all other forms and media of advertising and publicity and in connection withnovelisations and other publications and in connection with the advertisingand/or merchandising of any product, commodity or service or series;provided that Artist shall not be represented as endorsing any products oservices without Artist’s prior consent. Producer contemplates filming andexploiting films, including, without limitation, “behind-the-scenes” or“making-of” productions (jointly and severally, “Promotional Rights”) aboutthe development and production of the Picture. Artist hereby agrees toparticipate in and consents to such filming and exploitation (including, without limitation, use of any film clip footage from such Picture and behind-the-scenes photography and filmed interviews with Artist (but excluding anydepiction of Artist in the nude without Artist’s approval) and hereby grants to Producer, in perpetuity and throughout the universe, the right to use Artist’s name, voice and likeness in connection with such Promotional Rights for no additional consideration, inasmuch as the compensation payable to Artistunder this Agreement for the Picture shall be deemed to include compensation for all rights granted pursuant to this paragraph.8.Producer’s Breach. Notwithstanding any contrary provision hereof or theoperation of law, the Agreement shall not be terminated because of a breach by Producer of any of the terms, provisions or conditions contained hereinunless and until Artist has given Producer written notice of any such breach and Producer has not within a period of ten (10) business days after receipt of such notice from Artist cured such breach. Artist’s rights and remedies in any event whatsoever shall be strictly limited, if otherwise available, to therecovery of damages in an action at law, and in no event shall Artist beentitled to rescind this Agreement, revoke any of the rights herein granted or enjoin or restrain the production, broadcast, distribution or exhibition of the Picture or any other picture, remake, series, other television pictures orderivative production based thereon.9.No Obligation to Use. Producer shall have no obligation to produce, release,broadcast or otherwise exploit the Picture or to use Artist’s services or therights granted hereunder in connection therewith or otherwise, and Producer shall be deemed to have fully satisfied its obligation by paying to Artist the fixed compensation due Artist pursuant to the terms of the Agreement.10.Credit. Except as expressly provided to the contrary in the Agreement,Producer shall determine, in its sole discretion, the manner, form, size, style, nature and placement of any credit given to Artist, subject only to theprovisions of applicable guild or union agreements. No inadvertent failure of Producer to comply with the provisions hereof with respect to credit, nofailure, error or omission in giving credit due to acts of third persons nor the omission of credit where the exigencies of time make the giving of creditimpracticable, shall constitute a breach of the Agreement. In the event of a breach of this paragraph, Artist’s remedies, if any, shall be limited to the right to recover damages in an action at law and in no event shall Artist be entitled to terminate or rescind the Agreement, revoke any of the rights herein granted or to enjoin or restrain the distribution or exhibition of the picture.11.Notices; Payments.All notices, accountings and payments (“notices”) whicheither Producer or Artist shall be required to give hereunder shall be in writing and shall be served by mail to the address specified in the Agreement or by facsimile or by personal delivery or at such other address which either party may hereafter give by written notice. Service of any notice, statement or other paper upon either party shall be deemed complete if and when the same ispersonally delivered to such a party, upon receipt by such party of a facsimile(with facsimile confirmation) or upon its deposit via mail, postage or prepaid registered or certified mail, return receipt requested and addressed, as the case may be, to the party which is the recipient at its address in the Agreement. 12.Suspension; Termination. If Artist fails, refuses or is unable for any reasonwhatsoever to render any of Artist’s services hereunder, or if Producer’sdevelopment and/or production of the Picture hereunder is interrupted ormaterially interfered with by reason of any governmental law, ordinance,order or regulation or by reason of fire, flood, earthquake, labour dispute,lockout strike, accident, act of God or public enemy or by reason of any other cause, thing or occurrence of the same or any other nature not within theProducer’s control (“Force Majeure”), Producer shall have the right (i) toterminate the Agreement (whether or not Producer has theretofore suspended the Agreement as hereinafter provided) and Producer shall have no further obligation to Artist hereunder (except to pay accrued but unpaid compensation in the event of Force Majeure), or (ii) at Producer’s option, to suspend theAgreement for a period equal to the duration of any such failure, refusal, or inability or the occurrence of any events of Force Majeure, and nocompensation shall be paid or become due to Artist hereunder for such period.No suspension shall relieve Artist of Artist’s obligation to r ender serviceshereunder when and as required by Producer under the terms hereof, except during the continuance of a disability of Artist. Unless the Agreement shall have been previously terminated as provided herein above, any suchsuspension shall end promptly after the cause of such suspension ceases, and all time periods and dates hereunder shall be extended by a period equal to the period of such suspension.13.a.Waiver. No waiver by either party hereto of any failure by the otherparty to keep or perform any covenant or condition of the Agreementshall be deemed to be a waiver of any preceding or succeeding breachof the same or any other covenant or condition. Neither the expirationnor any other termination of the agreement shall effect the ownershipby Producer of the results and proceeds of the services rendered byArtist hereunder or any warranty or undertaking on the part of Artist inconnection therewith. The remedies herein provided shall be deemedcumulative and the exercise of any one shall not preclude the exerciseof or be deemed a waiver of any other remedy, nor shall thespecification of any remedy hereunder exclude or be deemed a waiverof any rights or remedies at law or in equity, which may be available toProducer, including any rights to damages or injunctive relief. Allrights granted to Producer are irrevocable and without right ofrescission by Artist or reversion to Artist under any circumstanceswhatsoever, and Artist’s rights and remedies shall be limited to therecovery of damages. Artist shall not have the right to enjoin orrestrain the production, distribution, exhibition or other exploitationand the elements thereof of the Picture.b.Assignment. Producer shall have the right to assign all or any part ofits rights under the Agreement to any person, but no such assignment shall relieve Producer of its obligation hereunder unless the assignment is to a major or minimajor, a network, a Lender acquiring substantially all the assets of Producer, a parent of Producer or a financiallyresponsible party who assumes Producer’s obligations in writing.Artist shall not have the right to assign the Agreement or any ofArtist’s rights hereunder. This agreement will be binding upon andinure to the benefit of Producer’s respective license es, successors and assigns. No additional compensation whatsoever shall accrue or bepayable to Artist including without limitation to the generality of the foregoing, for any services rendered at night, on Sundays or holidays or after the expiration of any number of hours of services in any period.c.Jurisdiction.d.Guild/Union. Producer shall have the right to the maximum extentpermissible under such applicable guild or union agreements, to apply all compensation paid to Artist on account of Artist’s servi ces underthe Agreement as a credit against any and all amounts which may be required under such collective bargaining agreements to be paid toArtist for Artist’s services, the results and proceeds thereof, the rights granted by Artist hereunder and the exercise thereof and for any other reasons whatsoever. If, pursuant to such collective bargainingagreements, Artist is entitled to any payment in addition to or greater than those set forth herein, then any such additional or greater payment made by Producer shall, except to the extent expressly prohibited by such collective bargaining agreements, be considered as an advanceagainst and deducted from any such sum which may subsequentlybecome payable to Artist hereunder. If, in determining the payments to be made hereunder, there is required any allocation of thecompensation paid to Artist as between Artist’s various services, Artist agrees to be bound by such allocation as may be made by Producer in good faith.e.Withholdings. Producer may deduct and withhold from thecompensation payable to Artist hereunder any union dues andassessments to the extent permitted by law and any amounts required to be deducted and withheld under the provisions of any statute,regulation, ordinance, order and any and all amendments theretoheretofore or hereafter enacted requiring the withholding or deduction of compensation. If, pursuant to Artist’s request or authorisation,Producer shall make any payments or incur any charges for Artist’saccount, Producer shall have the right to deduct from anycompensation payable to Artist hereunder any charges so paid orincurred, but such right of deduction shall not be deemed to limit orexclude any other rights of credit or recovery or any other remediesthat Producer may have. Nothing herein above set forth shall bedeemed to obligate Producer to make any such payments or incur any such charges.f.Directed Withholdings. If Producer is directed, by virtue of service ofany garnishment, levy, execution or judicial order, to apply anyamounts payable hereunder to any person, firm, corporation or other entity or judicial or governmental officer, Producer shall have the right to pay any such amounts in accordance with such directions, andProducer’s obligations to Artist shall be discharged t o the extent ofsuch payments. If because of conflicting claims to amounts payable hereunder, Producer becomes a party to any judicial proceedingaffecting payment or ownership of such amounts, Artist shallreimburse Producer for all costs, including attor neys’ fees, incurred in connection therewith.g.Entire Agreement. These terms of Personal Services Engagement(TOPSE 1.0) and the principal agreement to which they are attached constitutes the entire Agreement between the parties, supercedes all prior agreements and understandings, whether written or oral,pertaining thereto and cannot be modified except by a writteninstrument signed by Artist and an authorised office or Producer. No officer, employee, or representative of Producer has any authority to make any representation or promise in connection with the Agreement or the subject matter hereof which is not contained herein, and Artist agrees that Artist has not executed the Agreement in reliance upon any such representation or promise.h.Lender’s Obligat ions, Representations and Warranties, andDissolution. If the Agreement is entered between Producer and acorporation (“Lender”) which furnishes the services of Artist, Lender represents and warrants that it is duly organised and presently in good standing in its state of incorporation; has a valid agreement with Artist under which Lender has the right to enter the agreement and grantProducer any and all of the services and rights granted hereunder and make all of the representations, warranties and agreements made by Artist. Producer shall pay Lender all compensation that would have been payable to Artist hereunder if Producer had directly employedArtist and Producer shall not be obligated to make any paymentswhatsoever to Artist. Artist’s services shall be rendered as Lender’s employee and Lender agrees to fully perform all such obligations and indemnifies Producer from all claims, liabilities and expense(including, without limitation, attorneys’ fees) for or in connectionwith withholding and/or payment of any sums required to be paid by an employer to any governmental authority or pursuant to any guild or union health, welfare or pension plan or on account of any other so-called fringe benefits or workers’ compensation premiums. Artistrepresents and warrants that Artist is familiar with the terms hereof and agrees to be bound by same and agrees to look solely to Lender for all compensation or other consideration in connection with the rightsgranted and services to be rendered hereunder. If Lender or L ender’s successors in interest should be dissolved or otherwise cease to exist or for any reason whatsoever fail, be unable, neglect or refuse to perform,observe or comply with any or all of the terms and conditions of theAgreement, Artist may, at Produc er’s election, be deemed a directparty to the Agreement until completion of the services required ofArtist thereunder, upon the terms and conditions set forth therein. Inthe event of a breach or a threatened breach of this Agreement or theAgreement by Lender and/or Artist, Producer shall be entitled to seeklegal, equitable and other relief against Lender and/or Artist, inProducer’s sole discretion. Producer shall have all rights and remediesagainst Artist that Producer would have if Artist were a direct party tothe Agreement. Producer shall not be required to resort first to orexhaust any rights or remedies Producer has against Lender beforeexercising Producer’s rights and remedies against Artist.i.IRCA.All of Producer’s obligations hereunder are conditioned uponand subject to Artist’s delivery to Producer of a completed andcertified Employment Eligibility Verification (Form I-9) in compliancewith the Immigration Reform and Control Act of 1986.j.Further Documents. Artist afrees to perform such other further acts and to execute, acknowledge and deliver such other further documentsand instruments, including, without limitation, certificates ofauthorship and certificates of engagement with respect to all materialfurnished by Artist hereunder, as may be necessary or appropriate tocarry out the intent hereof and to evidence Producer’s ownership of theresults and proceeds of all services rendered pursuant hereto, and Artisthereby appoints Producer as Artist’s attorney-in-fact, whichappointment is irrevocable and coupled with an interest, with fullpower of substitution and delegation, to execute any and all suchdocuments which Artist fails to execute within five business days afterProducer’s request therefor and to do any and a ll such other acts thatArtist fails to do after Producer’s request therefor.14.Worker’s Compensation.For the purpose only of determining theapplicability of Workers’ Compensation statutes to Artist’s services under the Agreement if the Agreement is entered between Producer and Lender, anemployment relationship exists between Producer and Artist, Producer being Artist’s “special employer” and Lender being Artist’s “general employer”. In this regard, Lender agrees (a) that the rights and remedies of Artist andArtist’s heir, executors, administrators, successors, licensees and assignsagainst Producer, its officers, agents and employees (including any personwhose services are furnished to Producer by any corporation or other entity under an agreement granting Producer the right to supervise, control and direct such person’s services [“other special employees”]) by reason of any injury, illness, disability or death of Artist which falls within the purview ofapplicable Workers’ Compensation statutes and which arises out of and in the course of Artist’s services under the Agreement will be limited to the rig hts or remedies provided under such Workers’ Compensation statutes; (b) thatProducer, its officers, agents and employees will have no obligation or liability to Lender or Artist by reason of any such injury, illness, disability or death; (c) that neither Lender nor Artist, nor any of Artist’s heirs, executors,。