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*MUST READ* Agreement
This agreement ("Agreement") is entered into by and between the undersigned ("I," "me" or "my" whether such part is an individual or an entity) and Remote Productions, Inc. ("RPI") whereby I irrevocably grant to RPI, a non-exclusive license to use my concepts, ideas, communications and/or materials (collectively, the "Submission") for the benefit of RPI in connection with the MTV program tentatively entitled "The G-Hole" or any other MTV branded program ("Program"), and any and all best of or retrospective of the Program, upon the following express understandings and conditions. Provided the Submission is exhibited as part of the Program, I shall receive in Program credit (either verbal or written in RPI's sole discretion) in connection with the Submission which shall include, my first name and the name of the school I attend. The foregoing shall be the sole consideration given by RPI in connection with this Agreement. This license is subject to both parties' agreement to and compliance with the following: 1. I represent and warrant I have read, understand and shall follow the submission guidelines that are posted on http://www.MTV.com. 2. I irrevocably grant RPI the non-exclusive, royalty-free license and right to use and otherwise exploit the Submission, and the title thereof, in whole or in part, in all media throughout the world for a period of three years commencing on the date of initial exhibition of the Submission by RPI. I further acknowledge that RPI may, at its expense, edit the Submission for commercial inserts and/or format requirements, or to comply with its reasonable broadcast standards and practices. Notwithstanding the foregoing, RPI may delete, alter, change, add to or reposition (a) the copyright notice, (b) any of the credits or (c) any music incorporated in the Submission delivered to RPI for its telecasts. I further agree that the Submission is not being submitted in confidence or in trust, and that no confidential or fiduciary relationship is intended or created. 3. All other matters relating to credit, such as size, placement, etc. shall be at the sole discretion of RPI. No casual or inadvertent failure to comply with this Paragraph 3 shall constitute a breach of RPI's obligation hereunder. For the avoidance of doubt, I shall not be entitled to receive in Program credit (neither verbal nor written) in any episodes of the Program for which my Submission was not included. I acknowledge that RPI is under no obligation to include the Submission within the Program. If the Submission is not used, RPI has no obligation to me under the Agreement. 4. I represent and warrant that (a) I have full right, power and authority to enter into, fully perform and grant the rights granted by me in this Agreement, and by entering into, fully performing and granting the rights granted by me in this Agreement, it is not and shall not be in violation of the terms of any agreement or understanding to which I am party, (b) I own or control 100% of the copyrights in the Submission, (c) the Submission does not and shall not infringe upon the rights or interests of any third party, (d) all elements (excluding master recordings and synchronization rights related to any musical compositions) within the Submission are either original with me, or I have the right to grant the rights set forth in this Agreement in connection with such elements including, but not limited to, all video elements, (e) the Submission is free and clear of any liens or claims with respect to the use of such Submission in the manner authorized herein, (f) such use authorized herein will not give rise to any claims of infringement, invasion of privacy or publicity or claims for payment of re-use fees, residuals or license fees and that (g) all persons engaged by me to work on the Submission or appear in the Submission: (i) have no payment claims, (ii) have no rights of approval or consultation and no participation rights whatsoever and (iii) are not engaged pursuant to any union or guild agreement that results in any ongoing obligations resulting from the exploitation of the Submission. 5. I shall indemnify, defend and hold harmless RPI, its officers, directors, consultants, employees, successors, licensees, agents and permitted assigns from and against any claim, demand, action, damages, loss, expense (including reasonable attorneys' fees) and other liabilities arising from actions brought by third parties arising from (a) any breach of any of the representations, warranties or agreements made by me hereunder or (b) a claim that the use of any or all of the Submission infringes any intellectual property right(s) of such party. RPI shall promptly notify me of any such claim. I shall bear full responsibility for the defense of any such claim. I shall keep RPI informed of, and consult with, RPI in connection with the progress of any litigation or settlement of any such claim. I shall not have any right, without RPI's written consent, to settle any such claim if such settlement obligates RPI to make or contribute to a monetary payment; arises from or is part of any criminal or quasi-criminal action, suit or proceeding; or contains a stipulation, admission or acknowledgment of any liability or wrongdoing (whether in contract, tort or otherwise) on the part of RPI. I shall reimburse RPI promptly upon demand for any payment made by RPI at any time to which the foregoing indemnity applies. 6. RPI acknowledges that its use of the Submission shall not affect my continued and separate copyright ownership of the Submission and RPI represents and warrants that it shall take necessary and appropriate steps to protect my copyright and trademarks. 7. RPI shall be entitled to assign all or a portion of the rights and licenses granted herein and shall be entitled to assign this Agreement in its entirety to any person, firm or corporation acquiring ownership of or production rights to the Program without payment to me. This Agreement is binding upon and shall inure to the benefit of the respective licensees, successors, and assigns of the parties hereto. 8. This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and there are no other representations, understandings or agreements between the parties relative to such subject matter. 9. This Agreement and all questions arising hereunder shall be governed by and construed in accordance with, the laws and decisions of the State of New York without giving effect to the principles thereof relating to the conflicts of law. 10. I hereby agree not to sue and irrevocably and unconditionally remise, release, waive and forever discharge RPI, its parent and related companies, subsidiaries (whether or not wholly-owned), affiliates, divisions, and their past, present and future officers, agents, representatives, employees, successors and assigns, jointly and individually (hereinafter collectively referred to as "Releasees"), from any and all manner of liabilities, claims and demands of any kind or nature, whatsoever, in law or equity, whether known or unknown, which I (or my assigns, agents and/or representatives) ever had, now has, or in the future may have against the Releasees including, but not limited to, claims arising out of or related to the uses described herein, the Program and/or my decision to provide the Submission to RPI. 11. I shall be limited to an action for money damages and I specifically acknowledge that I shall not be entitled to equitable or injunctive relief, all of which I knowingly waive. In no event shall I be permitted to prevent or inhibit the exhibition, distribution, broadcast or other use or exploitation of the Program. 12. I forever waive and relinquish all so-called "moral rights (droit moral)" now or hereafter recognized. I also irrevocably grant RPI the right to use my name, voice, likeness and biographical material in or related to the Submission, including, without limitation, in credits, advertising, publicity and exploitational material in connection with the Program. I agree not to issue any publicity concerning RPI, MTV Networks ("MTVN") and/or any MTVN programming services. 13. I also understand and agree that this Program is a non-guild production and there will be no residual or any other type of payment due in connection with the Submission. 14. I acknowledge that included within the Submission to be disclosed and provided by me may be materials, proposals, suggestions, concepts and the like relating to the Program (the "Material"). I agree as follows with respect to such Material: (a) I acknowledge both that RPI receives numerous submissions of similar or identical concepts from many parties and/or may have already developed and/or considered similar or identical concepts to the Material and that RPI's review of the Material is not an admission of novelty, priority or originality and (b) the adoption by RPI of any alternative submission (as opposed to the Material) may be due to market conditions at the time at which such alternative submission is received and/or the positioning of the concept suggested by the party making the submission as well as of any inherent merit of the concept. Selection by RPI of alternative submissions or acting on concepts already considered and/or developed by RPI, or concepts considered and/or developed in the future, whether or not similar to the Material, shall be without obligation to me.

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