This Location Agreement ("Agreement") is entered into as of the date first set forth above, by and between You (as defined below) and Company (as defined below) for
Company’s use of the Property in connection with the Project. In consideration for the rights granted herein and other good and valuable consideration the receipt of which You hereby acknowledge, You and Company agree as follows:
You grant to Company and its employees, contractors, agents, licensees, affiliates, and assigns (including without limitation event and program sponsors, advertisers,
and marketing partners) the right: (a) to enter, remain on and occupy the Property during the Tape Dates with personnel and equipment for the purpose of recording,
filming, taping and/or photographing in connection with the Project and undertaking related activities; (b) to make audio and video recordings (including without limitation photographs) on and of the Property (including, without limitation, any trademarks, tradenames, and logos owned or controlled by You); and (c) irrevocably, to edit, broadcast and/or transmit such recordings in all manners, formats and media now known or hereafter devised throughout the universe in perpetuity in such manner and to such extent as Company may desire, whether or not in connection with the Project. All rights of every kind in such recordings in all manners, formats and media now known or hereafter devised (including without limitation all copyrights therein and all renewals, extensions and restorations of said copyrights) shall be solely owned throughout the universe in perpetuity by Company. The rights herein granted include without limitation the right to record all structures and signs located on the Property, the right to record any and all activities, conduct, and conditions occurring or existing on the Property, and the right to refer to the Property by its correct name or any fictitious name. Company shall not be obligated to produce the Project, to make any actual use of recordings made on or of the Property or to use any name connected with the Property in connection with the Project or any other program. Company shall use reasonable care to prevent damage to the Property and shall indemnify and hold harmless You and all other parties lawfully in possession of the Property for any claims, demands, and causes of action of any person based upon personal injuries or property damage suffered by such person resulting directly from any act or omission on Company’s part in connection with Company’s use of the Property. In the event that Company’s use of the Property is prevented or hampered by weather or occurrences beyond Company’s control (including, but not limited to, weather-related delays) (each, a "Force Majeure Event"), Company shall have the right to use the Property without any additional charge for an amount of additional time equal to the time that was not used due to the Force Majeure Event, commencing at a mutually agreeable time following the end of the Force Majeure Event.
You represent and warrant that You are the owner and/or authorized representative of the Property and that You have the authority to grant Company the permission and rights herein granted, and that no one else’s permission is required. You represent that, with respect to its employees and those working under its control You: (a) will be responsible for compliance with all occupational and environmental safety and health laws; and (b) release, hold harmless, and indemnify Company for all claims concerning the occupational safety and health of those employees and workers. You release Company and all parent, sister and related entities of Company, all licensees, successors, assigns of Company, all distributors, exhibitors, stations, sponsors and advertising agencies of the Project or other program incorporating any audio and video recordings taken on or of the Property, and all of the officers, directors, agents, employees and shareholders of each of the foregoing from any and all claims, demands and costs arising from or related to any of the use of the recordings made on the Property as contemplated herein. In the event of any action or claim arising out of or related to this Agreement, the use of the Property or the use or exploitation of the recordings made on or of the Property, You shall be limited to an action for money damages and You specifically acknowledge that You shall not be entitled to equitable or injunctive relief, all of which You knowingly waive. In no event shall You be permitted to prevent or inhibit the exhibition, distribution, broadcast or other use or exploitation of any audio or video recordings made on or of the Property. Company may transfer and assign this Agreement and/or all or any of its rights or privileges hereunder to any entity or individual without restriction. This release shall be binding on all of Your successors-in-interest and heirs. This Agreement and all questions arising under this Agreement will be governed by and construed in accordance with the laws and decisions of the state of Colorado applicable to contracts entered into and fully to be performed therein, without giving effect to the principles thereof relating to conflicts of law; the parties irrevocably consent and agree to the exclusive jurisdiction and venue of the state and federal courts having jurisdiction over Arapahoe County, Colorado with respect to any action that any party desires to commence arising out of or in connection with this Agreement or any breach or alleged breach of any provision of this Agreement, irrevocably consent to personal jurisdiction by such courts, and irrevocably waive any objection as to improper venue or that any state or federal court of Colorado is an inconvenient forum. The parties hereby irrevocably waive, to the fullest extent permitted by law, all right to a trial by jury in connection with any dispute arising out of or relating to this Agreement.
Confidentiality: Any and all information disclosed to or obtained by You and/or owners, representatives, employees, and/or agents of the Property (each a "Party" and collectively the "Parties") concerning or relating to the Project, including but not limited to the premise and concept of the Project, the nature of certain events in the
Project, Your and/or the Parties' participation in the Project as well as the activities occurring on and around the Property occurring in connection with the Project, and
the outcome of the Project (in the event the outcome occurs on the Property) (collectively, the "Confidential Information"), shall be strictly confidential, and You hereby agree not to disclose, and to cause each of the Parties not to disclose, any such Confidential Information to any individual or entity. You acknowledge and agree that any disclosure of such Confidential Information by You or any Party in violation of this Agreement shall constitute a material breach of this Agreement and shall cause
Company irreparable injury. You further agree that in the event of any disclosure by You or any Party in violation of this Agreement, You shall be liable to Company and You agree that Company shall have the right to utilize all available remedies under the law, including both financial and injunctive relief, to seek retribution for any breach of this confidentiality provision by You or any Party. You expressly agree that Company shall be entitled to any and all relief available to Company as reasonable compensation for the significant harm which will be incurred by Company as a result of any such disclosure and/or breach of this Agreement by You and/or any Party. In addition, if requested by Company, You will assist Company in securing a confidentiality waiver from each Party.
All aspects of the publicity and promotion for the Project shall be at Company's and its designee’s sole discretion. During and after the Tape Dates of this Agreement,
neither You, nor any of Your employees or agents shall directly, or through any publicity representative or otherwise, circulate, publish or otherwise disseminate any
news story, article, book or other publicity relating to Company's participation in the Project and the subject matter of this Agreement, Company, the Pilot, or the Series
(if any). The foregoing shall not be deemed to prohibit You from issuing publicity that includes incidental references to the Project and Your involvement therein, provided the same occurs after the initial press release for the Project has been issued by Company and does not mention the Project, Company or any other person or entity involved therewith in an unfavorable or derogatory manner. Without limiting the foregoing in any manner, You acknowledge and agree that You shall not at any time use any of Company’s, or any of Company’s related companies’ names, logos, tradenames, or trademarks (including, but not limited to, RugbyTown USA, and the title of the Project) or anything confusingly similar thereto, including without limitation in connection with any kind of advertising and promotion, publicity, merchandise, tie-in, product, or service. This Agreement expresses the entire understanding between the parties with respect to the subject matter hereof and may not be changed, modified, or terminated except in writing. If any provision of this Agreement is adjudged to be void or unenforceable, same shall not affect the validity of this Agreement or of any other provision hereof.