Fill and Sign the Full Text of Ampquotdigital Economy Impacts Influences and Challengesampquot Form

11.09 Celebrity Name and Likeness Release for Use on a Web Site AGREEMENT (the "Agreement") made this __________ day of __________, 199__ (the "Effective Date"), by and between Internet Talent Net, Inc., a __________ corporation, with a principal place of business at __________, __________, __________ (referred to herein as "Licensee"), and Big Star Management, Inc., a __________ corporation, with a principal place of business at __________ , __________ , __________ (referred to herein as "Manager"). WHEREAS, Licensee is in the business of developing and producing Web Sites on that portion of the Internet known as the World Wide Web; WHEREAS, Manager serves as the exclusive entity associated with the delivery by (referred to herein as "Celebrity") of the services contemplated to be delivered by Celebrity hereunder; WHEREAS, Celebrity desires to provide Licensee with the rights to use the Celebrity Content (as hereinafter defined) and other services; and WHEREAS, Licensee desires to utilize the services of Celebrity and desires to have the exclusive right to exploit the Celebrity Content in or in connection with the creation, development, production, marketing, promotion, distribution, sale and updating of Licensee Web Site (as hereinafter defined) on the terms and pursuant to the conditions set forth herein. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Manager (collectively, the "Parties," and individually, a "Party") agree as follows: 1. Definitions 1.1 Celebrity Content "Celebrity Content" shall mean Celebrity's full and formal name, nicknames or alias identities (collectively the "Names") or any shortening, abbreviations, or alternative renderings of the Names, signatures now used or hereafter to be used by Celebrity, and any or all renderings of Celebrity's voice, Celebrity's image and likenesses, and any and all attributes of Celebrity's personality and appearance. 1.2 Licensee Web Site The term "Licensee Web Site" shall mean an English-language site operated by Licensee, located on the World Wide Web portion of the Internet at [http://www.______.com/______] from which Licensee will offer information pertaining to ____________________, as described in Schedule A hereto. Licensee Web Site may, in whole or in part, be updated "online" by, means of transmission or electronic distribution in a form now known or hereafter to become known, such updates to be considered part of the Licensee Web Site. 1.3 Term "Term" shall mean the period beginning on the Effective Date and, unless terminated earlier as provided herein, ending on______. 1.4 Territory "Territory" shall mean the universe. 2. License 2.1 License Upon the terms and subject to the conditions of this Agreement, Celebrity and Manager grant to Licensee an exclusive, irrevocable license (the "License") to make use of, copy, reproduce, modify, adapt, distribute, transmit, broadcast, display, exhibit, project, and to otherwise exploit the Celebrity Content alone, or in composite and/or conjunction with other materials, including, without limitation, audio, video, animation, text and graphics, by any means, methods and technologies now known or hereafter to become known, solely in connection with the creation, development, production, promotion, distribution, sales or updating of Licensee Web Site, including, without limitation, the production of advertisements or promotional videos therefor. It is understood that the License allows Licensee to use the Celebrity Content delivered pursuant to Articles 3 and 4 or otherwise lawfully acquired by Licensee. 2.2 No Obligation Notwithstanding any other provision of this Agreement, Licensee shall not be required to actually use Celebrity's services or to produce, release, telecast, broadcast or use in any way, as the case may be, the Celebrity Content with any other material in which, or in connection with which, Celebrity shall have performed services hereunder, and Licensee's obligations to Manager and Celebrity hereunder shall be fully discharged by making the payments to Manager required hereunder. 2.3 No Rights of Attribution Nothing in this Agreement or otherwise shall be construed as granting Manager or Celebrity any rights of attribution with respect to Licensee Web Site. 2.4 Celebrity Approval Neither Manager nor Celebrity shall have any right of approval over the creation, development, marketing, promotion, distribution, sale or updating of Licensee Web Site, or the manner of use or exploitation of the Celebrity Content in connection with the creation, development, marketing, promotion, distribution, sale or updating of the Licensee Web Site. 3. Celebrity Content Delivery Upon execution of this Agreement, in order to provide Licensee with any and all portions of the Celebrity Content requested by Licensee, Celebrity shall be available at a recording, photography, film or interactive production studio designated by Licensee for not less than __________ (_____ ) consecutive dates designated by Licensee that are reasonably convenient to Celebrity, subject to Celebrity's schedule and professional commitments, to comment upon and provide narration as reasonably specified by Licensee and to be photographed, filmed, videotaped, recorded and otherwise visually and audiovisually recorded in the manner and at the times directed by Licensee and its representatives and agents. Celebrity shall deliver to Licensee, on such dates at such locations, samples of Celebrity's signature as reasonably directed by Licensee, its representatives or agents. Licensee shall be responsible for providing make-up services to Celebrity, if needed, in connection with any photographing, filming or videotaping of Celebrity in connection herewith. Manager and Celebrity acknowledge that Licensee may utilize some or all of the Celebrity Content in the Licensee Web Site, but is not obliged to do so. 4. Public Appearances; Telephone Interviews; Consulting 4.1 Public Appearances In addition to the dates described in Article 3 herein, Celebrity shall be available for public appearances related to promoting the Licensee Web Site. The dates and locations of such appearances shall be specified in writing by Licensee at least __________ (__) days in advance, and shall be subject to Celebrity's schedule and professional commitments. At such appearances, Celebrity shall promote, market and otherwise encourage use of the Licensee Web Site by performing such activities as may be reasonably requested by Licensee, including, without limitation, speaking with the press or addressing the public. 4.2 Appearance Celebrity shall be groomed and dressed on the dates specified in Article 3 herein and Section 4.1, in a manner which comports with Celebrity's professional reputation and image. 4.3 Telephonic or Online Interviews and Chats Celebrity shall be available for telephonic or online interviews (or, in the case of online media, chats) related to promoting the Licensee Web Site, for at least a total of __________ (__) hours, the times and technical access instructions for such interviews to be specified in writing by Licensee at least __________ (__) days in advance, subject to Celebrity's schedule and professional commitments. During such interviews, Celebrity shall promote, market and otherwise encourage the sale of the Licensee Web Site. 5. Fees and Royalties In consideration of the License granted herein and Celebrity's performance of its obligations hereunder, Licensee shall pay Manager the Fees specified in Schedule B hereto and Royalties as set forth in Exhibit B hereto. Except as set forth herein, Licensee shall not be responsible for any third party fees (including, without limitation, broker's, agent's, or guild fees and/or commissions) in connection with this Agreement. 6. Waiver and Release Manager and Celebrity hereby waive all rights and release Licensee, its shareholders, partners, officers, directors, employees, agents, and licensees and assigns from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of fight to privacy, infringement of rights of publicity, intrusion, false light, or public disclosure of private facts, or any similar matter, or based upon or relating to the use and exploitation of the Celebrity Content. 7. Ownership and Intellectual Property 7.1 Ownership As between Manager, Celebrity and Licensee, all materials created by Celebrity for use in connection with the Licensee Web Site are the property of Licensee and all rights, title and interest therein shall vest in Licensee and shall be deemed to be a "work made for hire" made in the course of the services rendered hereunder. Licensee shall own all rights, title and interest in and to the (i) materials created by Celebrity for use in connection with the Licensee Web Site hereunder; (ii) embodiments of the Celebrity Content created pursuant to Article 3; and (iii) Licensee Web Site, including, without limitation, all copy-fights, trademarks and other intellectual property rights inherent therein and appurtenant thereto (collectively, the "Licensee Properties"). 7.2 Intellectual Property Neither Manager nor Celebrity shall, by virtue of this Agreement or otherwise, acquire any proprietary rights whatsoever in any aspect of the Licensee Properties, including, without limitation, any of Licensee's videos, images, computer programs, audiovisual displays, packaging, sound recordings and/or artwork created for the Licensee Web Site. Manager and Celebrity hereby assign to Licensee or its designees any and all rights (including moral rights) they may have, now or in the future, in and to the Licensee Properties, including, without limitation, any copyrights, trademark rights and other intellectual property rights inherent therein and appurtenant thereto. 8. Representations and Warranties 8.1 Manager's Representations and Warranties Manager and Celebrity represent and warrant to Licensee that: (i) they have full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; (ii) the Celebrity Content is free and clear of any claims, liens or rights of third parties; (iii) there are no other agreements, written or oral, with any third party in conflict herewith; (iv) there are no claims, litigation or other proceedings pending or threatened which would adversely affect any Celebrity Content, or the rights of Licensee hereunder; and (v) with respect to any and all material provided by Celebrity for use in connection with the Licensee Web Site, whether in written or oral form, Celebrity and Manager shall have obtained all rights necessary thereto and the same shall not contain any language or material which is obscene, libelous, slanderous or defamatory and will not infringe upon or give rise to any adverse claim with respect to any common law or other rights whatsoever (including, without limitation, any copyright, trademark, service mark, literary right, right of privacy or publicity or contract right of any person, firm or corporation, or violate any other applicable law. 8.2 Licensee's Representations and Warranties Licensee represents and warrants to Manager that: (i) Licensee has full right and power to enter into this Agreement and to perform fully all of its obligations hereunder; (ii) there are no other agreements, written or oral, with any third party in conflict herewith; and (iii) there are no claims, litigation or other proceedings pending or threatened which would adversely affect the rights of Manager hereunder. 9. Indemnification Each Party will defend, indemnify and hold the other and their shareholders, partners, officers, directors, employees, agents, and licensees and assigns harmless from and against any claims, demands, actions and/or proceedings which may be threatened and/or instituted by any person and/or entity against such parties which, if true, would constitute a breach of such party's representations, warranties or obligations set forth in this Agreement. 10. Termination 10.1 Termination by Either Party Either Party shall have the right to terminate this Agreement upon written notice to the other Party upon a material breach by the other Party of any provision of this Agreement, which material breach remains uncured __________ (__) days after written notice thereof has been provided to the breaching Party in accordance with Section 15.5 hereof. 10.2 Licensee's Right of Termination for Cause Licensee may terminate this Agreement upon written notice to Manager: (i) upon Celebrity's death; (ii) upon Celebrity's Disability (as hereinafter defined); and (iii) for Cause (as hereinafter defined). For purposes of this Agreement, "Disability" shall mean the inability of Celebrity to perform his duties and obligations for Licensee as required by this Agreement because of a disability which is not of an apparently temporary nature, which results from mental or bodily injury, sickness, disease, disorder or any combination thereof, and which has lasted for a period of __________ (__) or more days (whether or not consecutive) within any __________ (__) month period. For purposes of this Agreement, "Cause" shall mean an omission, act or action or series of omissions, acts or actions of Celebrity which constitute(s), cause(s) or result(s) in: (A) the refusal of Celebrity to follow the directions of Licensee in connection with providing Licensee with the services described herein (provided that compliance therewith by Celebrity would not subject Celebrity to criminal liability); or (B) the arrest, indictment or conviction for the commission of a crime by Celebrity; or (C) any other conduct, public or private, involving moral turpitude or which has or may reasonably be expected to have a material adverse effect on the Licensee, its business, reputation or interests. 10.3 Rights Upon Termination Upon termination or expiration of this Agreement, the License shall terminate, except to the extent necessary to allow Licensee to market, promote, and distribute archived materials from the Licensee Web Site. 11. Non-Compete Manager and Celebrity shall, at no time during the Term or for __________ (__) months thereafter, use, or allow or permit anyone to use, the Celebrity Content in connection with the creation, development, production, manufacture, promotion, distribution, packaging or sale of any software program, including, without limitation, a program residing on or accessed via the Internet, an online service, or other media now known or hereafter to become known, relating to ____________________. 12. Confidentiality Any and all information of Licensee provided by Licensee to Celebrity and Manager pursuant to this Agreement relating to Licensee's financial or sales data, Licensee's Licensee Web Site, or Licensee Web Site development plans, techniques and activities shall be deemed proprietary and confidential information of Licensee (hereinafter "Confidential Information"). Celebrity and Manager agree to hold all such Confidential Information in strict confidence and secure and protect it in a manner consistent with the maintenance of Licensee's ownership and proprietary rights therein and to take appropriate action by instruction or agreement with their agents and representatives who are permitted access to said Confidential Information to satisfy Celebrity's and Manager's obligations hereunder. Celebrity and Manager shall use their best efforts to assist Licensee in identifying and preventing any unauthorized use, copying or disclosure of the Confidential Information or any portions thereof. Without limitation of the foregoing, Celebrity and manager shall advise Licensee immediately in the event Celebrity or Manager learns or has reason to believe that any person to whom Celebrity or Manager has given access to the Confidential Information, or any portion thereof, has violated or intends to violate the terms of this Agreement. Notwithstanding the obligations set forth in this Article 12, the confidentiality obligations of Celebrity and Manager shall not extend to information that: (i) is, as of the time of its disclosure, or thereafter becomes, part of the public domain through a source other than Celebrity and Manager; (ii) is subsequently learned from a third party not under a confidentiality obligation to Licensee; or (iii) is required to be disclosed pursuant to court order or government authority, whereupon the Celebrity and Manager shall provide notice to Licensee prior to such disclosure. 13. Insurance Licensee may secure in its own name or otherwise, and at its own expense, life, health, accident, cast or other insurance covering Celebrity and Celebrity shall not have any right, title or interest in or to any such insurance. Manager shall, if requested by the Licensee, reasonably assist the Licensee in procuring such insurance by causing Celebrity to submit to the usual and customary medical and other examinations and to sign applications and other instruments in writing as may be reasonably required by any insurance Licensee to which application for such insurance may be made. 14. Unique Services 14.1 Unique Services Manager acknowledges that Celebrity's services to be furnished by Manager and the rights and privileges granted to Licensee hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot reasonably or adequately be compensated for in damages in an action at law, and that, in the event of any material breach by Manager or Celebrity of any of the provisions hereof, Licensee shall be entitled to injunctive and other equitable relief to prevent such breach. The foregoing provisions shall not constitute a waiver by Licensee of any right which Licensee may have to damages or other relief. 14.2 Manager Efforts Manager agrees to use best efforts to cause Celebrity to perform the services and obligations set forth herein. 15. Miscellaneous 15.1 Entire Agreement This Agreement sets forth the entire agreement between the Parties in connection with the subject matter hereof and it incorporates, replaces, and supersedes all prior agreements, promises, proposals, representations, understandings and negotiations, written or not, between the Parties in connection therewith. The making, execution, and delivery of this Agreement have been induced by no representations, statements, warranties or agreements other than those expressed herein. 15.2 Survival Articles 1, 5, 6, 7, 8, 9, 10, 11, 12 and 15 shall survive termination of this Agreement. 15.3 Assignment This Agreement will be binding on the Parties' respective successors and permitted assigns. Except as otherwise expressly provided herein neither Party shall be permitted to delegate its duties or assign its rights hereunder without the express written consent of the other, which consent shall not be unreasonably withheld, provided, however, Licensee may assign any of its rights and obligations hereunder without prior written consent of Manager or Celebrity to any parent, subsidiary, or related Licensee, or affiliate of Licensee, or in connection with the sale of all or substantially all of Licensee's assets. 15.4 Force Majeure Neither Party will be liable for any delay or failure to perform under this Agreement if and to the extent such failure is reasonably beyond the control and without the fault or negligence of the Party claiming excusable delay. The Party claiming excusable delay must promptly notify the other Party of such delay. If the delay continues for more than __________ (__) days and involves a material obligation, the Party not claiming excusable delay may terminate this Agreement by giving __________ (__)-days notice to the other Party; provided that the Agreement will not terminate if the Party claiming excusable delay substantially performs the obligation which has been delayed within __________ (__) days after receipt of notice of such termination. 15.5 Notice All notices will be in writing and will, unless otherwise provided, be delivered personally or by overnight courier service, proper postage prepaid, to the addresses specified above. Either Party may change the person or the address to which notices are directed by giving written notice to the other Party in the manner prescribed herein. Personally delivered notices will be deemed given when delivered. Notices sent by overnight courier service will be deemed given on the next business day after dispatch. Notwithstanding the foregoing, any notice of change of address will be deemed given only upon receipt by the Party to whom it is directed. 15.6 Choice of Law This Agreement has been entered into in the State of New York and will be governed by those laws of the State of New York which are applicable to contracts entered into and performed entirely within the State of New York without regard to conflict of laws principles. Any disputes which arise under this Agreement, including after termination of this Agreement, will be heard only in the State or Federal courts located in __________, __________, __________. Manager and Celebrity expressly agree to submit to the jurisdiction of the foregoing courts in __________,__________. Manager and Celebrity expressly waive any right to contest the jurisdiction, venue or convenience of any court sitting in the State of __________. 15.7 Modification No modification, amendment, supplement to or waiver of any provision of this Agreement shall be binding upon the Parties hereto unless made in writing and duly signed by both Parties. 15.8 Waiver A failure of either Party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder. 15.9 Severability Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. Any unenforceable provision will be replaced by a mutually acceptable provision which comes closest to the intention of the Parties at the time the original provision was agreed upon. 15.10 Claims and Actions Thereon In the event of the bringing of any action, insolvency proceedings or bankruptcy suit by a Party hereto against the other Party hereunder, or by reason of any breach of any representation, warranty or condition on the part of the other Party, arising out of or relating to this Agreement, then the Party in whose favor the final judgment or award shall be entered shall be entitled to have and recover from the other Party the costs and expenses incurred in connection therewith, including, without limitation, reasonable attorneys' fees and expenses at all trial and appellate levels. IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives as of the date hereof. INTERNET TALENT NET, INC. BIG STAR MANAGEMENT, INC. By:______________________ By:______________________ Name:____________________ Name:____________________ Title:___________________ Title:___________________ Date:____________________ Date:____________________ Celebrity Consent To induce the Licensee to enter into the foregoing Agreement and for other good and valuable consideration, receipt of which is hereby acknowledged, I hereby agree as follows: I confirm the foregoing Agreement insofar as I am concerned, and the grant of all fights granted therein; and I confirm the authority and fight of Big Star Management, Inc. to enter into the foregoing Agreement. I agree to perform all services required of me as specified in such Agreement; I agree that all payment to Big Star Management, Inc. shall discharge any obligations of the Licensee to me in connection with the rights granted pursuant to such Agreement; and I agree that I hereby waive any rights of droit moral or similar fights which I may have. ______________________ Celebrity ______________________ Date ฀