V-STAR 2013 SINGING COMPETITION SHOW AGREEMENT
THIS AGREEMENT made and entered into this November 15, 2012 by and between V-STAR Producers: Thuy Nga Entertainment, VietFace TV, and Dancesation Group, hereinafter referred to as “V-VSTAR” and Contestant
1. PRODUCERS & CONTESTANT RELATIONSHIP: V-STAR Producers hereby request Contestant to render Contestant’s services for V-STAR’s Singing Competition Show, which will be held between Nov 15th, 2012 – May 26th, 2013 online at www.vstarshow.com and multiple locations in the United States. Contestant hereby accepts such arrangement and agrees to render such services exclusively for V-STAR during the term hereof, upon the terms and conditions set forth herein. Contestant agrees to appear and perform in connection with V-STAR’s Singing Competition Show, at such times and places as V-STAR designates, including, without limitation, at personal appearance engagements, rehearsal sessions, and all filming, tapings and concerts. This is a competition as such Contestant will not be paid for their services.
2. TERM: The term for Contestant’s services shall be the period from the date first written above through the date when Contestant has completed his or her services for V-STAR pursuant hereto.
3. GRANT OF RIGHTS: Contestant hereby irrevocably and absolutely assigns, conveys and grants to V-STAR, it successors and assigns (a) all rights and interests of every kind, nature and description in and to all musical compositions, arrangements, and performances by the Contestant created under this agreement, including but not limited to titles, lyrics, music, and performances and all world wide copyrights and renewals and extensions thereof under any present or future laws throughout the world; and (b) all rights and interests of every kind, nature and description in and to the results and proceeds of Contestant’s services under this agreement.
Without limiting the generality of the foregoing, Contestant acknowledges that the rights and interests hereinabove set forth include Contestant’s irrevocable grant to V-STAR, its successors and assigns, of the sole and exclusive right, license, privilege and authority throughout the entire world with respect to all compositions and performances, created during the term of this agreement as follows:
(a) To perform and license others to perform the compositions publicly or privately, for profit or otherwise, by means of public or private performance, radio broadcast, television, or any and all other means of media, whether now known or hereafter conceived or developed.
(b) To substitute a new title or titles for the compositions or any of them and to make any arrangement, adaptation, translation, dramatization or transposition of any or all of the compositions or of the titles, lyrics or music thereof, in whole or in part, and in connection with any other musical, literary or dramatic material, and to add new lyrics to the music of any compositions or new music to the lyrics of any compositions, all as V-STAR may deem necessary or desirable in its best business judgment.
(c) To secure copyright registration and protection of the compositions and performances in V-STAR name or otherwise, as V-STAR may desire, at V-STAR own cost and expense, and at V-STAR’s election, including any and all renewals and extensions of copyrights under any present or future laws throughout the world, and to have and to hold said copyrights, renewals and extensions and all rights existing thereunder, for and during the full term of all said copyrights and all renewals and extensions and all rights existing thereunder, for and during the full term of all said copyrights and all renewals and extensions thereof.
(d) To make or cause to be made, and to license others to make, master records, transcriptions, sound tracks, pressings and any other mechanical, electrical or other reproduction of the compositions, in whole or in part, in such form or manner and as frequently as V-STAR shall determine.
(e) To print, publish and sell, and to license others to print, publish and sell, sheet music, orchestrations, arrangements and other editions of the compositions in all forms, including, without limitation, the inclusion of any or all of the compositions in song folios, compilations, song books, mixed folios, personality folios and lyric magazines with or without music.
4. WARRANTIES, REPRESENTATIONS, COVENANTS AND AGREEMENTS: Contestant hereby warrants, represents, covenants and agrees as follows: Contestant has the full right, power and authority to enter into and perform this agreement and to grant to and vest in V-STAR all rights herein set forth, free and clear of any and all claims, rights and obligations whatsoever; all of the compositions and all other performances and other results of the proceeds of the services of Contestant hereunder are and shall be new and original and capable of copyright protection throughout the entire world. Contestant hereby agrees to and does hereby indemnify, save and hold V-STAR harmless from any and all damages, liabilities, costs, losses and expenses (including legal costs and reasonable attorney fees) arising out of or connected with any claim, demand or action which is inconsistent with any of the warranties, representations or covenants by Contestant in this agreement. During the course of this agreement Contestant shall perform exclusively for V-STAR. Contestant shall not enter into any contracts with third parties that would affect his or her faithful performance under this agreement.
5. POWER OF ATTORNEY: Contestant hereby irrevocably constitutes, authorizes, empowers and appoints V-STAR or any of its officers Contestant’s true and lawful attorneys (with full power of substitution and delegation), in Contestant’s name, and in Contestant’s place and stead, or in V-STAR’s name to take and do such action, and to make, sign, execute, acknowledge and deliver any and all instruments or documents, which V-STAR from time to time may deem desirable or necessary to vest in V-STAR, its successors and assigns, all of the rights or interests granted by Contestant hereunder, including, without limitation, such documents to secure worldwide copyrights for all compositions and performances for the entire term of the agreement.
6. CONSIDERATION: As consideration for entering into this agreement, Contestant is auditioning for the V-STAR’s Singing Competition Show.
7. TERMINATION: V-STAR shall have the right to immediately terminate this agreement by giving written notice to Contestant in the event that Contestant does any of the following:
- Engages in illegal, immoral or criminal conduct;
- Misrepresents or conceals anything in his or her background that could be detrimental to V-STAR;
- Engages in conduct contrary to the best interests of V-STAR;
- Engages in conduct that could bring V-STAR into public disrepute;
- Fails to appear for any rehearsal or scheduled appearance; or
- Discloses confidential information as described below
8. CONFIDENTIALITY:
8.1. Non-Disclosure of Confidential Information. Contestant recognizes and agrees that in performing in V-STAR’s Talent Competition he or she will become aware of certain confidential, and/or proprietary and/or trade secrets relating, concerning and/or pertaining to V-STAR. Contestant acknowledges that the unauthorized disclosure of confidential, and/or proprietary information and/or trade secrets relating to, concerning and/or pertaining to V-STAR (including without limitation its present and former subsidiaries and affiliates or related entities and its past and present officers, directors, attorneys, shareholders, representatives, employees, agents, partners, divisions and investors) would result in irreparable injury to V-STAR. Contestant recognizes and acknowledges that such confidential and/or proprietary information and/or trade secrets is a proprietary, valuable, special and unique asset of and belongs solely to V-STAR, such that any unauthorized use or disclosure would result in irreparable injury to V-STAR. Confidential Information includes without limitation the following:
8.1.1 Any and all information Contestant learns from participating in V-STAR’s Singing Competition Show.
8.1.2 Photographs, videotapes, or audiotapes from V-STAR’s Singing Competition Show.
8.1.3
Information pertaining to any of V-STAR’s trade secrets Contestant learns from his or her participation in V-STAR’s Singing Competition Show. 8.1.4 Information pertaining to the customs, conduct or personal information concerning any employee of V-STAR that Contestant may learn from his or her participation in V-STAR’s Singing Competition Show.
8.2. Prohibited Communications: Contestant shall not, directly or indirectly, verbally or otherwise, publish, disseminate, disclose, or caused to be published, disseminated or disclosed any Confidential Information to any person, firm, or entity whatsoever, including, but not limited to newspapers, periodicals, magazines, publications, television stations, radio stations, publishers, without first obtaining consent from V-STAR.
8.3. Liquidated Damages for Prohibited Communications: Contestant agrees that any prohibited communication of Confidential Information shall result in substantial damages and injury to V-STAR, the precise amount of which may be extremely difficult or impracticable to determine. Contestant agrees that the sum of $250,000 bears a reasonable and proximate relationship to the actual damages that V-STAR would suffer at a bare minimum in the event of any prohibited communication of Confidential Information.
9. SEPARATE AGREEMENT: If Contestant is selected as the winner of V- STAR’s Singing Competition Show, Contestant agrees to enter into a separate agreement with V-STAR, whereby Contestant will agree to exclusively perform for V-STAR. The 12 finalists must sign an agreement not to enter into a contract with other entertainment companies anywhere in the world for a period of one year without written consent from Thuy Nga Entertainment.
10. CONTESTANT’S SERVICES: Contestant shall perform his or her required services hereunder conscientiously, and solely and exclusively for and as requested by V-STAR. Contestant agrees to follow all of V-STAR’s rules, directions and instructions in all matters relating to the Program, which rules are subject to change at V-STAR’s sole discretion. Contestant agrees not perform for any other third parties or appear in any other talent contests for a period of one year after the date of this agreement. Contestant acknowledges that he/she is voluntarily entering the contest and is free to withdraw at anytime. Contestant further affirms that he/she understands the time requirements for competing in the competition.
11. UNIQUE SERVICES: Contestant acknowledges that the services to be rendered by Contestant hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law, and that a breach by Contestant of any of the provision of this agreement will cause V- STAR great and irreparable injury and damage. Contestant expressly agrees that V-STAR shall be entitled to the remedies of injunction and other equitable relief to enforce this agreement or to prevent a breach of this agreement or any provision hereof, which relief shall be in addition to any other remedies, for damages or otherwise, which may be available to V-STAR.
12. ACTIONS: V-STAR shall have the exclusive right to take such action as it deems necessary, either in Contestant’s name or in its own name or in both names, against any party to protect all rights and interests acquired by V-STAR hereunder.
13.
INDEMNIFICATION: Contestant hereby releases, discharges, and holds harmless V-STAR’s Producers, their assignees, licensees, agents, and affiliates connected with the Competition and each of their related parent companies, subsidiaries, and/or affiliated companies, and the officers, directiors, employees, agents and representatives and each of the foregoing (collectively, the “Released Parties”), from any and all liability or claims arising out of or in any way resulting from Contestant’s participation in the Competition and in connection with any use or reuse of Contestant’s appearances, name, voice, singing voice, conversation, likeness, and/or biographical information (including, without limitation any claim based upon defamation or invasion of privacy and/or publicity). In addition Contestant agrees to indemnify V-STAR’s Producers and the other Released Parties and to hold each of them harmless from any and all liability, claim, action, damage, expense and loss of any kind caused by or arising out of any statement, action or failure to act by Contestant during or in connection with her/his participation in the Competition.14. ENTIRE AGREEMENT: This agreement supersedes any and all prior negotiations, understandings and agreements between the parties hereto with respect to the subject matter hereof. Each of the parties acknowledges and agrees that neither party has made any representations or promises in connection with this agreement or the subject matter hereof not contained herein.
15. INDEPENDENT CONTRACTOR: It is agreed that Contestant signs this agreement as an independent contractor and not as an employee. Contestant shall have exclusive control over the means and methods employed in fulfilling each obligation of Contestant hereunder, in all respects and in all details. This agreement shall not, in any way, be construed so as to create a partnership, or any kind of joint undertaking or venture between the parties hereto.
16. MODIFICATIONS, WAIVER, INVALIDITY, AND CONTROLLING LAW: This agreement may not be cancelled, altered, modified, amended or waived, in whole or in part, in any way, except by an instrument in writing signed by the party sought to be bound. The waiver by either party of any breach of this agreement in any one or more instances shall in no way be construed as a waiver of any subsequent breach of this agreement (whether or not of a similar nature.) If any part of this agreement shall be held to be void, invalid or unenforceable, it shall not affect the validity of the balance of this agreement. This agreement shall be deemed to have been made in the State of California, and the laws of the State of California applicable to agreements wholly performed therein shall govern its validity, construction and effect.
17. ADDITIONAL TERMS AND CONDITIONS: Additional terms and conditions are documented in the FAQ at http://www.vstarshow.com/faq
