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WHEREAS NOW, THEREFORE - s3.amazonaws.com

life story Agreement The following sets forth the agreement as of _____ ___, 2013 (the Agreement ) between _____ ( Producer ) and _____ ( Owner ) with respect to the life story of Owner (the Property ). RECITALS WHEREAS , Producer desires to obtain the Property to use in connection with Producer s submission (the Tongal Submission ) to a skill-based contest (the Contest ) being conducted by Tongal, Inc. ( Tongal ) the objective of which is to produce a feature-length documentary film (the Picture ); and WHEREAS , Owner is willing to sell the Property to Producer on the terms and subject to the conditions contained in this Agreement. AGREEMENT NOW, THEREFORE , the parties hereto hereby agree as follows: 1.

(“Producer”) and _____ (“Owner”) with respect to the life story of Owner (the “Property”). RECITALS WHEREAS , Producer desires to obtain the Property to use in …

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Transcription of WHEREAS NOW, THEREFORE - s3.amazonaws.com

1 life story Agreement The following sets forth the agreement as of _____ ___, 2013 (the Agreement ) between _____ ( Producer ) and _____ ( Owner ) with respect to the life story of Owner (the Property ). RECITALS WHEREAS , Producer desires to obtain the Property to use in connection with Producer s submission (the Tongal Submission ) to a skill-based contest (the Contest ) being conducted by Tongal, Inc. ( Tongal ) the objective of which is to produce a feature-length documentary film (the Picture ); and WHEREAS , Owner is willing to sell the Property to Producer on the terms and subject to the conditions contained in this Agreement. AGREEMENT NOW, THEREFORE , the parties hereto hereby agree as follows: 1.

2 Purchase and Sale; Condition Subsequent. For the consideration set forth on Appendix I attached hereto, Owner hereby sells, assigns, transfers and conveys to Producer, and Producer hereby purchases from Owner, all of the motion picture and allied rights in and to the Property (as further described below in Paragraph 2) (subject to the restrictions set forth on Appendix II, if any, the Rights ). This Agreement and the purchase and sale of the Rights hereunder are expressly conditioned upon Producer s submission of an entry into the Contest being selected as a winner in any phase of the Contest. For the avoidance of doubt, if Producer s submission relating to a Picture based in whole or in part on the Property is not selected as a winner in any phase of the Contest, then this Agreement shall be deemed to be null and void ab initio and of no force or effect, and to the extent that any consideration was paid by Producer to Owner prior to the satisfaction of such condition subsequent, Owner shall return such consideration to Producer.

3 2. Ownership. Producer shall own, exclusively and forever, throughout the universe, all motion picture, television, and all other audiovisual works of all kinds, nature and description whatsoever, in all languages in and to the Property. Producer may use Owner s name, likeness and biographical material in and in connection with the exploitation of the Rights granted hereunder. 3. Consultation/Materials. At Producer s reasonable request, Owner shall consult with Producer during the development, pre-production and production of any motion picture based in whole or in part on the Property. Owner agrees to furnish Producer, for use in the Picture, all information, data, documents, clippings, photographs, records, video and audio recordings, and other material in Owner s possession and under Owner s control relating to the Property or to any matter depicted or referred to in the Picture ( Owner s Materials ).

4 Owner agrees to participate with Producer, and with such persons as Producer may designate in connection with the filming and production of the Picture, to the fullest extent possible. 4. Representations, Warranties, and Covenants. Owner hereby represents, warrants and covenants, as applicable, that: (a) Owner has not and will not authorize any motion picture or other live action production, version, or adaptation of any length of the Property; (b) the Property and/or the information provided by Owner pursuant to Section 3 above, or any part thereof, as herein granted will not, to the best of Owner s knowledge, constitute libel or defamation of, or an invasion of rights of privacy or otherwise violate or infringe upon any other right or rights of, any third party.

5 (iii) to the best of Owner s knowledge, there is no outstanding claim or litigation pending against the title or ownership of the Property or any part thereof or rights therein; (iv) Owner will reasonably cooperate with Producer as necessary for the filming and production of the Picture; (v) all Owner s Materials provided to Producer will be truthful and accurate to the best of Owner s knowledge; (vi) Owner has the right to grant the Rights to Producer pursuant to this Agreement; and (vii) this Agreement constitutes a valid, legal and binding obligation of Owner, enforceable against Owner in accordance with its terms.

6 5. Right of Publicity. Owner hereby grants Producer the full right and authority to use Property, Owner s Materials, Owner s name, voices, likenesses, and characteristics in and in connection with the Picture in any media by any means and in any manner or medium now known or hereafter devised including by means of theatrical, television, 2 dramatic stage, radio, sound recordings, music, commercial tie-up, merchandising, advertising and publicity rights in all media of any nature whatsoever, whether now known or hereafter devised (including commercially sponsored, sustaining and subscription, cable or pay-as-you-see television, or videodiscs and video cassettes)

7 And which works may be advertised and publicized by any means and in any manner or medium now known or hereafter devised, together with all incidental ancillary ( , advertising and publicity, remake, sequel, merchandising and motion picture soundtrack) rights. Owner covenants and agrees that Owner will not bring, institute, or assert, or consent that others bring, institute, or assert, any claim or action against Producer, Tongal or its successors, assigns or distributors, on the grounds that anything contained in any production based upon the Property, or the advertising and publicity issued in connection therewith, is defamatory, reflects adversely on Owner, or violates any other rights whatsoever, including, without limitation, rights of privacy and publicity, and Owner hereby releases Producer from and against any and all claims, demands, actions, causes of action, suits.

8 Costs, expenses, liabilities, and damages whatsoever that Owner may now or hereafter have against Producer in connection with any productions based on the Property and the preparation, production, performance, broadcast, exhibition, distribution, and/or exploitation thereof, or any other use or exploitation of the Rights. 6. Further Assurances. Owner covenants and agrees to timely execute and deliver any and all additional documents, instruments, notices, and other assurances, and to do any and all acts and things reasonably requested by Producer or Tongal in connection with the performance of his or her obligations hereunder and to carry out the intent of the parties hereto, including, without limitation, executing Producer s standard depiction release and other reasonably requested documentation in forms and substance reasonably satisfactory to Producer and Tongal.

9 7. Results and Proceeds. It is agreed that all rights of any kind and nature in and to all productions produced based on the Property shall, as between Producer and Owner, be vested solely in Producer. Such rights shall include, without limitation, all rights of copyright. Owner agrees that any ideas, suggestions, plots, incidents, situations, and other literary or dramatic materials suggested or created by Owner, as well as the results and proceeds of any services furnished by Owner to Producer, shall be and become the sole, complete, and exclusive property of Producer, and accordingly, Producer shall have the exclusive and perpetual right to use the foregoing in, and in connection with, the Picture, including, without limitation, any trailers therefor and the publicity, advertising, exploitation, distribution, and exhibition thereof.

10 8. Assignment. Owner understands and acknowledges that if Producer s Tongal Submission is selected as a winner in any phase of the Contest, then Producer will assign this Agreement and all of its rights hereunder to Tongal. Producer shall have the right to assign this Agreement to Tongal. Tongal shall have the right to assign the rights under this Agreement. 9. Indemnification. Owner agrees that if by reason of the exercise of any of the rights granted in this Agreement, there is any claim or litigation involving any charge by a third person for violation or infringement of their rights, Owner will hold Producer harmless from and against liability and will indemnify them against any and all losses or expenses (including reasonable attorneys fees and costs) arising from such claims or litigation.


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