The Production: “Darby Harper Wants You To Know” (“the Production”) The Production includes all material filmed, recorded or produced in connection therewith, in accordance with the directions of Producer, at the location and on the dates and times specified above.
TERMS AND CONDITIONS
I have agreed to participate, to the best of my skill and ability, in the production of the Production (“the Services”). In return for my agreement to the terms below in connection with the Services, the Producer has agreed to pay me a considerate fee (the “Fee”) (the sufficiency of which I hereby acknowledge) (the “Agreement”), which Fee shall be payable upon completion of the Services to the Producer (hereafter referred to as the “Agreement”).
I hereby give my consent to being filmed and/or recorded in connection with the Production and I irrevocably and unconditionally assign to Producer and for the avoidance of doubt, its assignees with full title guarantee all of my right, title and interest of whatsoever nature (whether now or hereafter known or created and whether vested or contingent) in and to all such copyright, present or future, in the Production (including all rights in the nature of copyright and all similar rights relating to the Production and any and all rental and lending rights) and of all the existing and future results and proceeds of my services performed pursuant to this Agreement and otherwise in connection with the Production (“Work”) for Producer to hold the same absolutely, throughout the universe, for the full period of such rights wherever subsisting or acquired and all renewals, reversions, revivals and extensions of such rights and thereafter (insofar as is or may become possible) in perpetuity. I acknowledge and agree that for the purposes of the copyright laws of the United States, the Work shall be considered “works made for hire” for Producer, or alternatively, if it is not deemed a work for hire, I hereby assign ab initio all of my right title and interest in the Work to the Producer.
I hereby grant all consents which Producer may require including but without limitation those required under the Copyright Act 98 of 1978, the Performers Protection Act 11 of 1967 (or any amendments or variations or modifications thereof from time to time) or similar consents required under the laws of South Africa and any other jurisdiction throughout the world. In addition, I irrevocably waive the benefit of any moral rights in respect of the Production and the Work throughout the world and agree that the film of pictures and/or sound may be cut, modified, added to and/or deleted in whole or in part for the purposes of producing and exploiting the Production or any publicity material associated with the Production and may be used in any other way that Producer in its absolute discretion sees fit in association with the exploitation of the Production (including but not limited to advertisement, publicity, public exhibition, commercial exploitation and merchandising and in and in connection with other motion pictures), including any product placement in connection therewith and in-context and out-of-context advertising or for any other purpose and in any medium whether now known or hereafter devised or developed and in any language throughout the world in perpetuity. To the extent that the foregoing waiver is not enforceable in any particular jurisdiction, I further unconditionally and irrevocably consent, for the benefit of all throughout the world in perpetuity, to any past, present and future doing of any act or omission in relation to the Production and the Work (in connection with the Production) of any kind and extent (including the making of any material alterations to the Production and the Work) in that jurisdiction.
I agree that the sums payable hereunder are a complete buy-out of all rights in the Work and that I shall not be entitled to any further sums whatsoever by reason of the exploitation of the Production and all ancillary products or from any other exploitation of any of the rights in the Work by any and all means and in any and all media now known or hereafter devised throughout the universe in perpetuity in connection with the Production. I further confirm that the Fee payable by Producer in respect of my Services in connection with the Production takes into account and includes full, equitable and adequate remuneration for the assignment and exercise of my rental and lending rights.
I acknowledge and agree that Producer may make a fixation of my participation in the Production and/or a reproduction thereof within the meaning of the Performers’ Protection Act 11 of 1967 (as amended from time to time) and further that my name, photograph or other reproduction of my physical likeness and/or recording of my voice and my biography may be used in the exploitation, publicity and advertising (including product placement and in-context and out-of-context advertising) of the Production and ancillary rights in respect of the Production for any purpose and in any medium whether known of hereafter developed throughout the world in perpetuity.
I hereby agree that my voice may be dubbed into any language. Without limitation to the foregoing, I hereby grant Producer the right to shoot “behind-the-scenes” footage and to use my working name, likeness and voice in publicity related photographs, “outtakes/behind-the-scenes” films, bonus materials, “electronic press kit(s)”, video releases, music recording, theme parks, on-line and in connection with any development, production, advertising, publicity, publishing, merchandising or exploitation of the Production throughout the world without additional compensation.
I acknowledge that I shall not be entitled to any form of screen or other form of credit for my participation in the Production.
I acknowledge that in no event shall I be entitled to prevent, restrain, or interdict the production, distribution, exhibition, advertising, publishing, publicity or exploitation of any still and motion picture and sound recording or other film production undertaken by the Producer or its licensees or assignees, including, without limitation, the Production, or otherwise be entitled to any interdict, injunctive or other equitable relief. I agree that any claim I may have against Producer in relation to an alleged right or dispute arising as a result of this Agreement, that such claim shall be limited to direct compensatory damages, if any, actually suffered by me. The Producer shall in no way or form be liable for any indirect or consequential damages suffered by me.
I acknowledge that the Producer takes no responsibility for loss or damage of personal property.
I shall keep confidential this Agreement and all matters relating to the Production (including, without limitation, the script, the plot, any elements thereof, any set design, props and effects, and activities of the cast and crew) and the Producer’s business and production activities.
I agree specifically that (a) the use of cameras and the taking or making of any photographs or reproductions or releasing content relating to the Production (print or moving content) is strictly prohibited and (b) such content shall not be posted anywhere including, without limitation, to any internet sites or social media platforms including, but not limited to, You-Tube, Facebook, Twitter, Instagram or similar site.
I shall not disclose, make or authorize any news stories, statements, blogs, tweets, articles, books or other publicity relating directly or indirectly to the Production or my involvement with the Production in any manner whatsoever, whether to a single or multiple recipient(s) or onto the internet or by means of other technologies without the express prior written authority of the person authorized by the Producer.
I understand and agree that all information in respect of the Production is strictly confidential and the taking or dissemination of any such confidential information shall constitute a material breach and will cause the Producer irreparable harm, not measurable in money. In the event of a breach of this clause me, in addition to any remedies at law, the Producer shall be entitled to equitable (including injunctive)relief. Potential Dangerous Activities: If applicable I hereby acknowledge and it is specifically recorded that I have been engaged as an extra to provide the skills in respect of the performance set out above, performances reasonably related thereto and/or any other performances, activity or activities as otherwise mutually agreed to by the Producer and I. This performance may as a necessary component of such performance require me to undertake and execute inherently dangerous activities. I have the right at any time to refuse to carry out such aspect of the performance. However should I, of my own free will agree on carrying out such performance and performances reasonably related thereto then such shall be voluntary assumed at my own risk and I therefore absolve and hold harmless the Producer and all its assignees, affiliated, related and subsidiary companies, licensees and the respective officers, directors, shareholders, employees, contractors and agents of each, including distributor(s) and broadcaster(s) of the Production its contractors and their sub-contractors, as well as any contractor instructed by the Producer for the purpose of assisting with or arranging the performance, from and against any and all demands and claims of every nature and kinda rising as well as demands and claims arising out of damages to my property and/or any personal injury I may suffer resulting from or caused by or attributable to my performance of such inherently dangerous activities and performances.
This Agreement contains the entire agreement of the parties with respect to its subject matter and may be relied on by the parties and supersedes all early agreements or conduct by the parties with respect to its subject matter.
The Producer may assign or license the benefit of this Agreement (in whole or in part) to any third party, subject to the Producer remaining liable for its obligations under this Agreement.
This Agreement shall be construed in accordance with and governed and interpreted by the laws of South Africa and in the event of any disputes arising under this Agreement shall be referred to arbitration in Cape Town in accordance with the provisions of the expedited Rules of the Arbitration Foundation of Southern Africa.
COVID-19:
I am aware of the current COVID-19 pandemic and acknowledge that the Producer cannot be held liable in any manner, should I directly or indirectly contract COVID-19 whilst performing or pursuant to performing the services in terms of this agreement.
In terms of visiting set or other locations on the instruction of the Producer will insure that all protocols stipulated by law or by way of guidelines issued by the relevant film related bodies will be adhered to by the Producer, HOWEVER, there can be no guarantees around locations managed by the Producer or locations generally (whether public or private) and accordingly it is my elect whether to accept the terms of this agreement and attend at, enter or visit any place other than my place of residence pursuant to the rendering of the services in terms of this agreement, whether such places be those managed by Producer or elsewhere. In this regard I acknowledge that
I am solely responsible for determining whether I am capable of or have any concerns about rendering the services and I freely consents to participate on the voluntary assumption of such risk of contracting COVID-19.
The Producer will NOT require me to be medically tested for COVID-19 prior to my participation in the Production and if during any part of the production process, or at any other time. Should the Producer learn that any other participant in the Production is infected with COVID-19 or has tested positive for COVID-19, the Producer shall advise me of such fact but shall be under no obligation to disclose the identity of such person to me.
I agree to follow and obey all rules, instructions, directions, and requirements of the Producer as they may be changed, modified or amended by the Producer before, during, and after the production of the Production (the “COVID Rules”), including, without limitation: all rules, instructions, directions, and requirements as may be applicable to the Producer’s response to the COVID-19 pandemic and the need to limit any transmissions of COVID-19; all rules, instructions, directions, and requirements set out in the COVID-19 protocol, a copy of which has been provided to me; all directives furnished to me by the medical officer or compliance officer appointed by the Producer; agreeing to having my temperature taken on a daily basis and at intervals as determined from time to time by the Producer; immediately advising the medical officer or compliance officer appointed by the Producer of the fact that I have come into contact with any person who has been diagnosed with COVID-19 as soon as I have knowledge of such fact; and immediately advising the medical officer or compliance officer appointed by the Producer, if I have experienced any one or more of the symptoms associated with COVID-19 (including a dry cough, sore throat, high body temperature, difficulty breathing, shortness of breath, fever, fatigue and aches and pains).
I understand that due to COVID-19: that the Producer or the medical officer or compliance officer appointed by the producer may lawfully require me to: immediately leave the production work area or production set; return to my home for self-isolation or quarantine for a prescribed period; and submit myself to a health establishment or medical facility to be tested for COVID-19.
I further understand that I will only be entitled to return to work on the Production, once, I have furnished the Producer or the medical officer or compliance officer appointed by the Producer with a current and valid certificate or note from a health establishment, medical facility or doctor confirming that:
the Artist has not tested positive for COVID-19; or the Artist has fully recovered from having COVID-19and that he/she no longer pose a COVID-19 infection risk.
I understand that should I be unable to fulfil any of my obligations as an independent contractor in respect of the Production as a result of any COVID-19 intervention, COVID-19 issue or COVID-19 requirement or COVID-19direction that I shall have no claim against the Producer arising as a result thereof, other than and save for a claim for payment of any amount which is due and owing to me by the Producer up and until the date of the last fulfilment of my obligations under this agreement. I further acknowledge and agree that no such withdrawal or taking of any action rendering me ineligible or otherwise unable to participate in the Production shall affect any of the rights assigned or any of the covenants, agreements, waivers, releases or indemnities made in respect of this agreement.
I understand that its participation in the Production may expose me to the risk of being infected with COVID-19 and that my compliance with the COVID-19 protocols may cause me mental, psychological or emotional distress, and the consents, authorizations, assumptions of risk and releases set forth in this clause expressly apply to all such potential harms.
The Producer may elect to suspend or terminate the shooting of the Production at any point in time due to a force majeure, but in particular, as a result of COVID-19. Should the Producer elect to suspend or terminate the shooting of the Production, I acknowledge that no fee shall be payable by the Producer to me during such time as the Production or this agreement is suspended or terminated.