1. For good and valuable consideration (the receipt and sufficiency of which I hereby acknowledge), I give Insight ECM 2 Ltd. (“Producer”), its subsidiary and affiliated companies, successors, assigns and licensees irrevocable permission to use, without payment or limitation, any portion of my interview and/or appearance (the “Appearance”), as taped and/or edited by Producer, in and in connection with advertising, publicizing, exhibiting and exploiting of the audio-visual program and related ancillary products (including but not limited to, merchandising and commercial tie-ins) being produced by Producer currently entitled “National Day for Truth and Reconciliation” including, without limitation, all ancillary products and programs relating thereto (collectively, the “Program”) throughout the world, in perpetuity, in all media, whether now known or hereafter devised. I hereby acknowledge that Producer has no obligation to use my Appearance and/or the Clip in the Program. I hereby waive in favour of Producer and its successors, assigns and licensees all moral rights of whatsoever nature in and to my Appearance and the Clip. Notwithstanding that I may currently be a member of ACTRA, I agree that I am participating in the Program as myself only and not in my capacity as a “Performer” (as defined in any applicable ACTRA Agreement). Accordingly, I hereby agree to waive all fees, residuals and other payments whatsoever in nature (if any) that may otherwise have been payable to me in connection with the Program pursuant to any applicable ACTRA Agreement.
2. In the event the Appearance has been taped or otherwise recorded by me (the “Clip”), I hereby grant to Producer, its successors, assigns and licensees a gratis non-exclusive irrevocable license to incorporate, use and reproduce the Clip, in whole or in part, in and in connection with the production, broadcasting, promotion and exploitation of the Program for unlimited telecasts throughout the world, in perpetuity (commencing on first telecast), in all media, whether now known or hereafter devised. I agree that Producer shall be entitled to edit, cut, alter, modify, rearrange, add material to, remove material from or make such other changes to the Clip as Producer deems appropriate, in its sole discretion. Nothing herein shall obligate the Producer to use the Clip in the Program.
3. I represent and warrant that I am the sole and exclusive owner of all rights in and to the Clip, including copyright, and that I have the full authority to grant all rights in the Appearance and the Clip to Producer for the uses contemplated in this agreement, that such use will not violate or infringe upon the rights of any third party, whether personal or proprietary, and that no other permissions are required from and no compensation is payable to any other entity in connection with Producer’s use of the Clip. I also agree to indemnify and hold Producer and those who gain their rights from or through Producer, harmless from any or all claims arising directly or indirectly out of its use of the Clip in accordance with this agreement or in connection with a breach of the foregoing representations and warranties. I hereby agree that in no event shall I be entitled to injunctive or equitable relief in connection with a breach of this agreement, nor shall I otherwise interfere with the use and enjoyment of the rights granted in this agreement.
4. I release Producer, its parent and related companies, its and their respective subsidiaries, affiliates and licensees, and each of their respective officers, agents, representatives, employees, successors and assigns, jointly and individually (hereinafter collectively referred to as the “Released Parties”), from any claims or actions I may make arising out of use of my Appearance in the promotion, production, broadcast and exploitation of the Program, including without limitation, any and all claims for unauthorized use of name and likeness, infliction of emotional distress, invasion of privacy, infringement of my right of publicity, defamation and any other personal and/or property rights. I understand that Producer is proceeding with the production, distribution and exploitation of the Program in reliance upon and induced by the foregoing permission.
5. I agree to keep strictly confidential all information about the Program that I acquire during my participation in the Program.
6. I acknowledge that I may not terminate or rescind the permission granted to Producer hereunder to use and photograph the Appearance and the Clip. In the event of a breach of this agreement or any claim by me against Producer or the Released Parties, whether or not material, I shall be limited to my remedy at law for damages, if any, and I may not enjoin, restrain or interfere with the use of the Appearance and the Clip as provided in this agreement or the promotion, production, distribution, exhibition or exploitation of the Program or the exploitation of any of its rights hereunder.
7. I represent and warrant that I have the full authority to grant to Producer, its successors, assigns and licensees all rights in the Appearance and the Clip to Producer for the uses contemplated in this agreement, and that its exercise of such rights shall not violate or infringe any rights of any third party, whether personal or proprietary. I further represent and warrant that I am the sole and exclusive owner of all rights in and to the Clip, including copyright, and that no other permissions are required from and no compensation is payable to any other entity in connection with Producer’s use of the Clip. I also agree to indemnify and hold Producer and those who gain their rights from or through Producer, harmless from any or all claims arising directly or indirectly out of its use of the Appearance and the Clip in accordance with this agreement or in connection with a breach of the foregoing representations and warranties.
8. I acknowledge that I have not entered into this agreement in reliance upon any representation (written or oral, express or implied) by Producer not contained herein. This release shall inure to the benefit of and be binding upon the Released Parties’ successors, licensees and assigns.
9. I agree that Producer and its successors, assigns and licensees are entitled to assign or license its rights hereunder to any third party. This is the entire agreement between Producer and I. This agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada as applicable therein (excluding any conflict of laws provisions). I agree that I exclusively and irrevocably attorn to the jurisdiction of the courts of the Province of Ontario and all courts competent to hear appeals therefrom
10. I agree that Producer shall have the right to change the title of the Program in its sole discretion.
11. I further agree that the Canadian Broadcasting Corporation including their respective affiliates, parents, subsidiaries and licensees may rely on this agreement and are express, intended, third party beneficiaries of this agreement.