In consideration for Popular Productions Inc. (and its designees) to continue to consider my possible appearance in the television program with the current working title “Untitled Best Friends Show” (working title) for which I am applying (“Program”) and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby agree as follows (“Agreement”):

1. Eligibility Requirements. I hereby represent and warrant that: (i) I am 21 years of age or older; (ii) if chosen to participate I will verify my identity and eligibility to participate in the United States and fulfill the requirements of the production in the United States; (iii) neither I nor any of my immediate family members or anyone living in my household may be or has been within the past two (2) years employees, contractors, officers, directors or agents of any of the following: (a) the producer of the Program (“Producer”), any entity owned, controlled, led or affiliated with the foregoing, Network (as defined in paragraph 2 below), or any direct and/or indirect parent, subsidiary, affiliated or related entity of any of the foregoing; (b) any person or entity involved in the development, production, distribution or other exploitation of the Program or any variation thereof; (c) any known major sponsor of the Program or its advertising agency; (d) any host (or other on-camera talent) or entity substantially owned or controlled by any host (or other on-camera talent); or (e) any person or entity supplying services or prizes to the Program; (iv) I am not currently a candidate for public office and agree that I will not become a candidate for public office from the date of this Agreement until one (1) year after the initial broadcast of the last episode of the Program if I appear in the Program; (v) I shall voluntarily submit to a background check (including, without limitation, social media searches) and/or medical testing, including without limitation, physical examinations and psychological testing, if and as requested by Producer (and agree to execute all consents, authorizations, and releases in connection therewith), to the maximum extent permitted by law; I understand and agree that any offer to become a participant may be conditioned upon my submission to a background check (including, without limitation, social media searches) and medical testing, including, without limitation, physical and psychological examinations to be conducted by medical professionals and the certification of the medical professionals that I meet all physical and psychological requirements; (vi) I agree to provide to Producer additional information and/or supporting documentation, upon request from Producer, with respect to any of the statements made by me in connection with my application for and potential involvement with the Program (and agree to execute all consents, authorizations, and releases in connection therewith); (vii) I shall be available to the production during a schedule as solely determined by Producer; (viii) I have a current and valid passport, and if required to do so by Producer, I agree that I must be able to leave the United States and legally travel to any foreign country in connection with the production of the Program; (ix) I do not currently have any confidential knowledge of or access to any material, assignments, challenges or competitions for the Program; and (x) I will not bring any illegal drugs, weapons or other illicit items to any location where casting or production of the Program occurs, nor will I engage in any illegal activities; nor will I use, consume or partake in any illegal drug usage or activity during the production of the Program. I acknowledge that Producer reserves the right at any time to render ineligible any person who Producer determines, in its sole discretion, is sufficiently connected with the production, administration, or distribution of the Program such that such person’s participation in the Program could create the appearance of impropriety. Conversely, I acknowledge that Producer and/or the Network has the sole discretion to allow any person to remain part of the Program who may be acquainted with a person or entity connected with the production and/or administration of the Program if, in Producer’s and/or the Network’s sole discretion, Producer and/or the Network determines that such person’s involvement in the Program does not and will not affect the integrity of the Program. Such decisions shall be final and are not subject to challenge or appeal. I acknowledge and agree that Producer has no obligation to me whatsoever (even if I meet all of the eligibility requirements), and if Producer selects me for further consideration in the participant selection process, I will complete and execute further agreements requested by Producer and/or Program distributors, (collectively “Participant Agreements”). I acknowledge and agree that unless and until I execute such Participant Agreements, Producer will not consider me as a possible participant for the Program. I further understand and agree that Producer reserves the right to change any of the eligibility requirements at any time in its sole discretion.

2. Grant of Rights. In consideration for my possible appearance in the Program and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby grant Producer and each of its respective employees, contractors, agents, representatives, officers, directors, assignees, designees, licensees (including, without limitation, the television network(s) and/or any broadcaster(s) or exhibitor(s) which exhibit the Program or which have the right to exhibit the Program [collectively, “Network”]) and affiliated and related entities the following:

a. The absolute and irrevocable right and permission (but not the obligation) to interview me, audition me, photograph, film, tape and otherwise visually, audiovisually and/or by audio means record me and/or my voice (“Likeness”) by any method whatsoever (including, without limitation, via Zoom, Skype, etc.), in and in connection with the Program and the advertising, publicity, promotion and marketing thereof and the business activities of Producer and Network and any television network, channel or station, internet portal or website, broadcasting, licensing or otherwise distributing the Program and/or in any other program or content or otherwise.

b. All rights of every kind and character whatsoever, whether now known or hereafter devised, in perpetuity throughout the universe, in any and all languages, in and to (i) any and all footage, tapes and/or other recordings taped, filmed, photographed, recorded and/or otherwise produced hereunder depicting me and any performances or actions made by me, (ii) material supplied by me (whether scripted or unscripted, written, spoken, sung, or otherwise uttered or expressed by me) and information given by me and/or captured on any such footage, tapes, and/or recordings (“Statements”), and (iii) all of the results and proceeds thereof (collectively, (i), (ii) and (iii) shall be referred to as the “Material”). I acknowledge that the Material is specially ordered or commissioned by Producer for use as part of a motion picture or other audiovisual work and shall be considered a “work made for hire” for Producer, and therefore Producer shall be the author and copyright owner thereof for all purposes throughout the universe in perpetuity, in any and all languages. To the extent that such Material is not deemed a “work for hire” in any jurisdiction, I irrevocably assign, transfer and convey such Material to Producer including, without limitation, all copyrights, renewals, and extensions of copyrights therein, in all media now known or hereafter devised, throughout the universe in perpetuity, in any and all languages. I waive the exercise of any “moral rights,” “droit moral,” and any analogous rights, however denominated, in any jurisdiction of the world, which I have.

c. The irrevocable right to reproduce, edit, rearrange, cut, dub, subtract from, add to, modify or juxtapose the Likeness, Statements and/or Material in any manner and to combine them with any other material. I understand, acknowledge and agree that Producer shall have no obligation to use any of the Likeness, Statements and/or Material in or in connection with the Program or otherwise.
d. The irrevocable, perpetual, nonexclusive right to use, reuse, copy, digitize, sublicense, transmit, distribute, publicly perform, publish, display, and make any other uses of the Likeness, Statements, whether or not embodied in the Material, in any and all media now known or hereafter devised, throughout the universe, in any and all languages, in and in connection with the Program, any other program or content or otherwise, including without limitation the advertising, publicity, promotion, marketing or exploitation of the Program or other program or content, and any merchandising related thereto (including without limitation commercial tie-ins and the exploitation of any allied, ancillary and subsidiary rights in and to the Program or otherwise), and the business activities of Producer and Network, and any television network, channel or station, internet portal or website, broadcasting, licensing or otherwise distributing the Program, and each of their respective assigns, successors, indirect and direct parent, affiliated, related and subsidiary entities and their respective licensees and advertisers, and each of their respective employees, agents, members, officers and directors.

e. I understand, acknowledge and agree that Producer may, in its sole discretion, exercise any aspect of the foregoing granted rights without review by, compensation to, or approval by me or any other party, except as prohibited by law.

f. I grant the rights hereunder whether or not I am selected to participate as a participant in the Program in any manner whatsoever. I release Releasees (as that term is defined below) from any and all liability arising out of its use of the Likeness, Statements and/or the Material, and I agree not to make any claim against Releasees as a result of the recording or use of the Likeness, Statements and/or the Materials (including, without limitation, any claim that such use invades any right of privacy and/or publicity and/or any claims based on defamation, libel and/or false light and/or copyright, trademark or patent infringement). Without limiting the foregoing in any way, to the degree that the Materials include any musical or literary compositions in which I (partially or wholly) own, or to which I purport to (partially or wholly) own, the copyright or any publishing rights, I hereby grant to Producer, and have the complete, unfettered right to grant to Producer, an irrevocable, unlimited, perpetual, worldwide, royalty and payment-free license to use and reproduce such Materials in the Program and in connection with any promotion, publicity, marketing or advertisement for the Program or any exploitation of the Program of any kind, in any and all languages, in any and all media now known or which may exist in the future.

3. Representations and Warranties. I hereby represent and warrant that: (i) I have read and I meet and agree to be bound by the eligibility requirements; (ii) I have the right to grant the rights granted hereunder; (iii) I have the right to enter into this Agreement; (iv) the consent of no other person, firm, corporation or labor organization is required for the grant of rights set forth herein or to enable Producer to use the Likeness, Statements and the Material as described herein; (v) Producer’s use of the Material, Statements and Likeness hereunder will not violate the rights of any third party or entity; (vi) Producer shall have the right to use the Material free and clear of any claims for royalties, residuals or other compensation, either by virtue of this Agreement or any guild or union agreement, which I acknowledge does not govern my relationship with Producer; (vii) I have answered all application questions completely, honestly and accurately, and I acknowledge that if any of the foregoing information is found to be false, inaccurate, misleading or incomplete, that this will be grounds for my dismissal from the Program participant selection process and/or from the Program, if selected, to be determined by Producer in its sole discretion; (viii) I further understand and acknowledge that I will be required to enter into further agreements with Producer relating to my participation in the Program; (ix) I understand and agree that all decisions by the Producer concerning the selection of the participants are final and not subject to challenge or appeal; (x) I hereby authorize Producer and Network and any person or entity designated by Producer or Network to investigate, access and collect information about me, about any of the statements made by me in my application, this Agreement, any supporting documents and any other documents that I have signed or provided or do sign or provide in connection with my application to be selected as a participant in the Program, or any other written or oral statements I make in connection therewith, to the maximum extent permitted by law, and I acknowledge that Producer, Network, or any person or entity designated by Producer or Network will share information collected about me, about any of the statements made by me in my application, this Agreement, and supporting documents that I have signed or provided or do sign or provide in connection with my application to be selected as a participant in the Program, any other written or oral statements I make in connection therewith, or any other information about me obtained by Producer, Network, or any other person or entity designated by Producer or Network in connection with the Program, to the maximum extent permitted by law. Without limiting the foregoing, I irrevocably authorize Producer and Network and any person or entity designated by Producer or Network to secure information about me and my experiences from my current and former employers, associates, friends, family members, educational institutions, government agencies, credit reporting agencies, any branch of the military, and any references I have provided, and I irrevocably authorize such parties to provide information concerning me. I understand such information may be shared with designees, representatives, service providers, licensees, third parties, etc., of Producer and/or Network. I hereby unconditionally and irrevocably release and forever discharge Producer, Network, the persons or entities designated by Producer or Network, and all such parties and persons from any and all liabilities arising out of or in connection with any such investigation. To the maximum extent permitted by law, I specifically authorize investigation of my social media accounts or activity, employment records, medical records, and government records, including but not limited to my motor vehicle records, criminal records, civil records, military records, and credit and/or consumer report(s). I acknowledge and agree that any such information obtained by Producer and/or Network and/or by any person or entity designated by Producer or Network pursuant to this paragraph or otherwise may be used for purposes of selecting participants in the Program and/or in the course of producing the Program, and may be described or otherwise related in and in connection with the Program, in and in connection with another program, and in and in connection with any advertising, marketing, promotion or publicity for the Program or other program, to the maximum extent permitted by law.

4. Confidentiality. Without the express prior written consent of Producer, I shall not at any time, reveal, report, publish or disclose any information or trade secrets obtained or learned by me about Producer and Network (including, without limitation, information or materials concerning or relating to Producer or to Network, the business of Producer or Network, and any program produced by Producer and/or exhibited by Network), the Program, including, without limitation, any information concerning or relating to the Program (including without limitation the participant selection process [e.g., any meetings/interviews with producers, auditions, or callback auditions]), the Program participants, all information regarding my application for the Program (including the fact that I am applying for the Program), the events contained in the Program, any ideas or the outcome of the Program or any episode associated therewith (collectively, “Confidential Information”). This confidentiality obligation shall remain in place whether or not I am selected to participate in the Program, and shall continue both during and after my participation in the Program participant selection process and, if I am selected as a participant, my participation in and in connection with the Program, and shall continue regardless of whether or not an episode of the Program has been broadcast or otherwise exhibited which may include some or all of the Confidential Information. I further agree that any Confidential Information of which I become aware will only be used for the express and exclusive purposes for which Producer has instructed me in writing to use the Confidential Information. I acknowledge that any breach of confidentiality and/or any other provisions of this application and Agreement may be grounds for disciplinary action, up to and including dismissal from the participant selection process and/or disqualification and/or dismissal from the Program, if selected, as determined by Producer in its sole discretion.

5. Acknowledgement and Assumption of Risk: I acknowledge that there are risks associated with any production, including, but not limited to, serious harm, physical and mental injury, emotional distress, death, disability, physical and mental illness and/or property loss. Without limiting the foregoing, I further acknowledge that there is currently an ongoing pandemic of Coronavirus/COVID-19 and that my voluntary participation in the Program (including, without limitation, the participant selection process) may cause me to be exposed to persons who have or have had, or have been exposed to, Coronavirus/COVID-19. Producer cannot guarantee that I will not be exposed to Coronavirus/COVID-19. I hereby knowingly and freely accept and assume any and all risks associated therewith, both known and unknown, including Coronavirus/COVID-19 exposure arising from the ordinary negligence of persons associated with the Program.

6. Safety Procedures: I understand that there are safety protocols in place on all stages of production of the Program (including, without limitation, the participant selection process) and confirm that I will follow all applicable protocols and procedures as provided by Producer, which I understand, acknowledge and agree may be changed, modified or amended by Producer in its sole discretion from time to time, at any time. Such protocols and procedures may include, but are not limited to, instructions to wear a face mask, maintain social distance, use disinfecting cleaning products, and/or any other protocols and procedures provided by Producer relating to the Coronavirus/COVID-19 pandemic or any other disease or epidemic/pandemic (including, without limitation, protocols and procedures provided by Producer to comply with any and all applicable federal, state, county, and/or local rules, regulations, guidelines, or other guidance relating to Coronavirus/COVID-19). My failure to comply with any such protocols and/or procedures may be grounds for disciplinary action, up to and including dismissal from participant selection process and/or disqualification and/or dismissal from the Program, if selected, as determined by Producer in its sole discretion.
7. General Release. To the maximum extent permitted by law, I, my heirs, next of kin, spouse, guardians, legal representatives, executors, administrators, successors and assigns (collectively “Releasing Parties”) hereby irrevocably and unconditionally release and covenant not to sue Producer, Network, each of their respective direct and indirect parents, subsidiaries, affiliated and related entities and each of their respective directors, officers, principals, shareholders, members, joint venturers, employees, agents, contractors, representatives, attorneys, financiers, distributors, licensees, designees, successors and assigns, any and all advertisers and sponsors of the Program and their respective agencies and all persons and/or entities participating in the participant selection process (collectively “Releasees”) from any and all claims, actions, damages, liabilities, losses, costs and expenses of any kind (including, without limitation, attorneys’ fees) (collectively “Claims”) arising out of, resulting from, or by reason of my application for and/or participation in or in connection with the Program (including in connection with any casting activities), including, without limitation, any travel or casting activities I undertake in connection with my participation or potential participation in the Program, any exploitation, distribution, exhibition, advertising, publicity, marketing and/or promotion of the Program or my appearance on the Program, the failure of Producer to select me as a participant, the cancellation of the Program, any relationship(s) I may or may not form with any other participants or potential participants in connection with the Program, or the exercise by Producer or anyone else of any rights granted by me under this Agreement, on any legal theory whatsoever (including without limitation personal injury, property damage, violation of privacy and publicity rights, false light, defamation, intentional or negligent infliction of emotional distress, breach of express or implied contract, breach of any statutory or other duty of care owed under applicable laws, infringement of copyright, trademark or patent, loss, limitation or reduction of any intellectual property rights and loss of earnings or potential earnings).

8. Limitation of Remedies. Without limiting any provision of this Agreement, my remedies for any breach of this Agreement by Producer or others will be limited to an action at law for damages (if any), and in no event will I be entitled to rescind this Agreement or seek injunctive or any other equitable relief (including without limitation through any arbitration proceeding) in connection therewith or enjoin the production, distribution or other exploitation of the Program or any elements thereof, including without limitation the advertising, marketing, promotion, publicity and merchandising thereof. I acknowledge that any breach by me of any of the provisions of this Agreement would cause Producer, its assignees, designees and/or licensees, irreparable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law. I hereby expressly agree that Producer and its assignees, designees and/or licensees shall be entitled to injunctive and other equitable relief to prevent or cure any breach or threatened breach of the provisions of this Agreement by me.
9. Release of Unknown Claims. I acknowledge that there is a possibility that after my execution of this Agreement, I may discover facts or incur or suffer claims which were unknown or unsuspected at the time this Agreement was executed and which, if known by me at that time, may have materially affected my decision to execute this Agreement. I acknowledge and agree that by reason of this Agreement, and the release of liability contained herein, I am assuming any risk of such unknown facts and such unknown and unsuspected claims. I have been advised of the existence of Section 1542 of the California Civil Code which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Notwithstanding Section 1542 of the California Civil Code, this Agreement shall constitute a full release of liability in accordance with its terms. I and the Releasing Parties knowingly and voluntarily waive the provisions of Section 1542, as well as any other statute, law or rule of similar effect, and acknowledge and agree that this waiver is an essential and material term of this Agreement and that without such waiver, Producer would not have accepted this Agreement or my application.

10. Indemnity. I, individually and on behalf of the Releasing Parties, agree to defend (at indemnitees’ option), indemnify and hold harmless the Releasees from any and all Claims caused by or arising out of my application for and/or participation in and/or in connection with the Program, including, without limitation, any of the following: (i) any statement, action or omission made or taken by me or anyone else (including without limitation, other potential participants) during or in connection with or relating to the Program; (ii) my failure to follow the instructions of Producer, the Network, any of their respective officers, agents, representatives or employees, or anyone connected with the Program; (iii) my breach of any of my representations, warranties, undertakings, promises or obligations pursuant to this Agreement or the Program rules (as may be promulgated and amended from time to time); and (iv) the use by Producer, and/or Network and/or any of their respective licensees or assigns of any of the rights I have granted herein.

11. Governing Law. This Agreement shall be deemed to be entered into in Los Angeles County, California, and shall be governed by and interpreted in accordance with the laws of the State of California applicable to agreements executed and fully carried out within California (but not its conflict of laws principles).

12. Dispute Resolution/Binding Arbitration. Any and all disputes, claims or controversies arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Los Angeles, California before a single arbitrator. The arbitration shall 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, including the Optional Appeal Procedure, at the Los Angeles office of JAMS, or its successor (“JAMS”) in effect at the time the request for arbitration is made (the “Arbitration Rules”). The arbitration shall be conducted in Los Angeles County in accordance with the Arbitration Rules. The arbitrators will provide a detailed written statement of decision, which will be part of the arbitration award and admissible in any judicial proceeding to confirm, correct or vacate the award. The arbitrator shall have no power to issue any award that is contrary to or inconsistent with any applicable statute, case law or constitutional law, nor shall they have any power to modify, change or excuse performance of any material term of this Agreement. The parties waive the right to seek punitive damages and the arbitrators shall have no authority to award such damages and such relief shall not be recoverable by any other process or in any other proceeding. Each party shall remain responsible for their own attorneys’ fees.

13. Severability, Assignment. Without limiting the foregoing, any provision of this Agreement that 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. Producer (and its assignees and licensees) may freely assign, in whole or in part, any of their rights or obligations under this Agreement. I may not assign any of my rights or obligations under this Agreement.

14. Entire Agreement. In signing this Agreement, I have not relied on any representations or other statements that are not contained herein. No promises have been made to me other than as expressly set forth herein. This Agreement shall supersede and replace all prior and contemporaneous oral, written and electronic communications, understandings and agreements between Producer and me relating to the subject matter hereof. This application may be executed by original, facsimile or electronic signature in a form acceptable to Producer. Any signed copy of this application delivered by facsimile or electronic transmission shall for all purposes be treated as if it had been delivered containing my original signature, and shall be binding upon me in the same manner as though an original signed copy had been delivered. This Agreement sets forth the entire agreement between Producer and me with respect to the subject matter hereof and may not be altered or amended except by a writing signed by both parties.

15. Modification or Amendment. This Agreement cannot be changed, amended, modified or terminated except in writing signed by Producer and me.

16. Waiver. Any waiver of any term of this Agreement in a particular instance shall not be a waiver of such term for the future. I agree that the invalidity or unenforceability of any part of this Agreement shall in no way affect the validity or enforceability of any other part thereof.
I declare under penalty of perjury that all statements made by me in this Agreement are true. The name given below is my legal name. I represent and warrant that I have been given the opportunity to read, and I have carefully read this entire Agreement. I represent and warrant that I have the full right, power and authority to grant the rights herein. I understand that Producer is making substantial expenditures in reliance upon my consent and that I may not revoke the rights I have granted herein. I hereby certify that I intend to be legally bound hereby. I acknowledge that I have been offered a copy of this Agreement. I represent and warrant that I have had the opportunity to consult with my own legal counsel prior to signing this Agreement, and I have either so consulted with my own counsel or, in the alternative, I have voluntarily and on my own accord declined such opportunity. By signing below, I am voluntarily and knowingly agreeing to the terms and conditions of this Agreement.

I UNDERSTAND THAT I AM GIVING UP CERTAIN LEGAL RIGHTS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, MY RIGHT TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.