I desire to voluntarily participate in interviews and auditions (the “Activity”) for the Rock the Fork program currently entitled “Flavor Squad” (the “Program”) being produced by Rock the Fork Presents, LLC. (“Producer”) and intended for exhibition via the Rock the Fork Phoenix Network (“Network”) in the Greater Phoenix Area, as well as relevant social media channels, Network’s website(s), local television stations, and all other media outlets in connection with promoting Rock the Fork Chefs and clients. In connection with my participation in the Activity, for good and valuable consideration the receipt and sufficiency or which is hereby acknowledged, I acknowledge, represent, warrant and agree as follows:
(1) I am 18 years of age or older, and I am a citizen or legal permanent resident of the United States.
(2) I am not a candidate for public office and agree not to become one until one (1) year after the initial exhibition of the final episode of the Program in which I appear (if at all).
(3) I represent and warrant that I have completed the Flavor Squad Application form attached hereto (and incorporated herein by this reference) honestly and accurately, and that I have read, understood and agree to the eligibility requirements set forth herein.
(4) I may not participate in the Program if my participation would create impropriety or the appearance of impropriety. In making this determination, Producer and Network will consider whether I or any member of my immediate family or anyone living in my household is or has been within the last two (2) years an employee, officer, director or agent of any of the following:
(a) Rock the Fork Presents, Network, or any network, distributor, production company or station owned and/or operated by the Network, or any of their respective parent, subsidiary or affiliated entities;
(b) Producer its licensees, assigns, parents, or affiliated or subsidiary entities;
(c) Any person or entity involved in the development, production, distribution or other exploitation of the Program or any version or variation thereof;
(d) Any sponsor of the Program or its advertising agency; or
(e) Any person or entity supplying prizes or other services to the Program.
In addition, Producer and the Network reserve the right, but are not obligated, to disqualify or render ineligible any person whom either of them determines, in their sole discretion, is sufficiently connected with the production, administration, casting, or distribution of the Program such that his or her participation in the Program could create the appearance of impropriety. Conversely, Producer and Network reserve the right to allow any person to remain part of the Program who may be acquainted with a person or entity connected with the production, administration, casting or distribution of the Program if, in Producer’s and Network’s sole discretion, Producer and Network determine that such person’s involvement in the Program does not and will not affect the integrity of the Program. Such decisions shall be final and are not subject to challenge or appeal.
(5) I understand and agree that my participation in the Activity and/or Program may result in the revelation, disclosure or distribution of any information which may or may not be deemed confidential in nature.
(6) I will follow all rules made and directions given by Producer in connection with the Activity and/or the Program.
(7) I acknowledge that Producer has no obligation to me whatsoever (even if I meet all eligibility requirements). Without in any way limiting the foregoing, I acknowledge and agree that Producer is under no obligation to select me to participate in the Activity or the Program or to include the Activity or my participation in the Activity in the Program. Any decisions with respect to selecting participants for the Activity and the Program shall be made in Producer’s and Network’s sole discretion and such decisions shall be final and not subject to challenge or appeal. I understand and acknowledge that whether or not I am selected to participate in the Activity and/or Program that neither Producer nor Network shall be obligated to share any medical or other information with medical personnel. I understand that I will not be paid any money for giving Producer the rights listed in this Voluntary Participation Agreement and Release with Arbitration Provisions (“Agreement”) or for signing this Agreement.
(8) MY PARTICIPATION IN THE ACTIVITY IS AT MY OWN RISK. I RELEASE, DISCHARGE AND HOLD HARMLESS PRODUCER, NETWORK, EACH OF THEIR RESPECTIVE PARENT, SUBSIDIARY AND AFFILIATED COMPANIES, LICENSEES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND EMPLOYEES, AND ALL OTHERS CONNECTED WITH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, VENDORS, SUPPLIERS, SPONSORS, ADVERTISERS, LICENSEES, PRODUCT INTEGRATION PARTNERS, AND TRADEOUT PARTNERS) (COLLECTIVELY, THE “RELEASED PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LIABILITIES, LOSSES, COSTS AND EXPENSES, IN ANY WAY ARISING OUT OF OR RESULTING FROM MY PARTICIPATION IN THE ACTIVITY OR APPEARANCE ON THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY AND ALL CLAIMS, ACTIONS, AND LIABILITIES FOR INJURY, LOSS OR DAMAGE TO ME, TO ANYONE ELSE OR TO ANY PROPERTY, REGARDLESS OF WHETHER OR NOT SUCH INJURY, LOSS OR DAMAGE WAS CAUSED BY THE NEGLIGENT, WILLFUL, OR RECKLESS MISCONDUCT OF ANY OF THE RELEASED PARTIES. I AGREE TO DEFEND AND INDEMNIFY THE RELEASED PARTIES AND HOLD THEM HARMLESS FROM ANY AND ALL LIABILITIES, CLAIMS, ACTIONS, DAMAGES, EXPENSES AND LOSSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) OF ANY KIND OR NATURE WHATSOEVER IN ANY WAY CAUSED BY OR ARISING OUT OF MY PARTICIPATION IN THE ACTIVITY AND/OR THE PROGRAM, A BREACH OR ALLEGED BREACH OF ANY OF MY COVENANTS, REPRESENTATIONS OR WARRANTIES HEREIN, OR THE EXPLOITATION OF ANY OF THE RIGHTS I HAVE GRANTED TO PRODUCER.
(9) I understand that it is a federal offense, unless disclosed to Producer prior to broadcast, if any, to:
(a) Give or agree to give any member of the production staff and anyone associated in any manner with the Program, or any representative of Producer, any compensation or anything else of value to arrange for my appearance on the Program;
(b) Accept or agree to accept anything of value to promote any product, service or venture on the Program, or use any prepared material containing such a promotion where I know the writer/creator received consideration for it.
(10) I understand and agree that any material (“Material”) I provide to Producer in connection with the Activity and/or the Program (including, without limitation, this application as well as other application materials, photographs, videos, recipes, etc.) and/or that Producer creates during the Activity and/or production of the Program shall remain the sole property of Producer and will not be returned to me. I further understand and agree that Producer shall have the right to record me and the Activity and use (and to license or assign to others the right to use) my name, voice, likeness, appearance, biographical information, recipes, any information or Material provided by me, and any motion or still pictures or video or audio recordings Producer takes of me, in any and all media now known or hereafter devised, throughout the world in perpetuity, and that Producer shall have these rights whether or not I am selected as a participant for the Program. I acknowledge and agree that Producer shall own all rights (including, without limitation, all copyrights) in and to the Material and in and to the Program. Without limiting any other release I have provided herein, I hereby release the Released Parties from any and all claims, actions, damages, liabilities, losses, costs and expenses arising out of or resulting from Producer’s exercise of its rights under this paragraph.
(11) Whether or not I am selected to be a participant on the Program, I shall keep in strictest confidence and shall not, and shall not authorize or cause others to, directly or indirectly, use or disclose to any third party at any time (i.e., prior to, during, or after the taping or exhibition of any episode of the Program) any of the following, which is the exclusive property of Producer or Network: any information or materials that I may read, hear or otherwise acquire or learn in connection with or as a result of my participation in or in connection with the Program, including without limitation, any information or materials concerning or relating to Producer or to Network, the business of Producer or Network, any program produced by Producer or exhibited by Network, including, without limitation, any information concerning or relating to the Activity, the Program, the Program applicants, the Program participants, the location(s) of the Program, the events contained in the Program, the outcome of any episode of the Program, and the contents of this document or any other agreement or document that I sign, have signed or receive from Producer or Network at any time (collectively, the “Confidential Information”). I acknowledge and agree that my obligations with respect to confidentiality set forth in hereunder shall continue in perpetuity or until terminated by Producer and/or Network (as applicable) by giving me written notice of such termination. In no event will I have the right to terminate my confidentiality obligations hereunder. I acknowledge that in the event I breach the confidentiality or any other provisions of this document, my breach may, in the sole discretion of Producer or Network result in my being disqualified to participate as a participant in the Program. I
further acknowledge that a breach by me of any of the confidentiality provisions hereunder would cause Producer and Network irreparable injury and damage that cannot be reasonably or adequately compensated by damages in an action at law, and therefore, I hereby expressly agree that Producer and Network shall be entitled to injunctive and other equitable relief to prevent and cure any breach or threatened breach of any of the confidentiality provisions of this Application by me. I also recognize that proof of damages suffered by Producer and Network in the event that I breach any of the confidentiality provisions herein will be costly, difficult, and/or inconvenient to ascertain. Accordingly, I agree to pay Producer and Network the sum of One Hundred Thousand Dollars ($100,000) per breach plus disgorgement of any income that I may receive in the event I breach any of the confidentiality provisions of this application prior to the initial exhibition of the final episode of the Program, considering all of the circumstances existing as of the date of this application. In addition, I agree to pay Producer and Network the sum of One Hundred Thousand Dollars ($100,000) per breach plus disgorgement of any income that results from my breach as liquidated damages in the event I breach any of the confidentiality provisions of this application after the initial exhibition of the final episode of the Program. I agree that One Hundred Thousand Dollars ($100,000) plus disgorgement of any income is a reasonable estimate of the amount of damages Producer and Network are likely to suffer in the event I breach any of the confidentiality provisions of this application after the initial exhibition of the final episode of the Program, considering all of the circumstances existing as of the date of this application.
(12) I acknowledge that if I am selected to participate in the Program, my participation will be conditioned upon signing and returning certain additional waivers, releases and authorizations required by Producer and/or Network.
(13) I agree that Producer may license, assign, and otherwise transfer this Agreement and all rights granted by me hereunder to any person or entity. I further agree that this Agreement is personal to me and is not assignable by me and any purported assignment by me shall be null and void.
(14) This Agreement shall be interpreted under the internal, substantive laws of the State of California without regard to any conflicts of law provisions.
(15) MANDATORY ARBITRATION. If any controversy or claim arising out of or relating to this Agreement cannot be settled through direct discussions, the parties shall endeavor first to settle the controversy or claim by a mediation administered by JAMS under its applicable rules. IF THE CONTROVERSY OR CLAIM IS NOT OTHERWISE RESOLVED THROUGH DIRECT DISCUSSIONS OR MEDIATION, IT SHALL THEN BE RESOLVED BY FINAL AND BINDING ARBITRATION ADMINISTERED BY JAMS IN ACCORDANCE WITH ITS STREAMLINED ARBITRATION RULES AND PROCEDURES OR SUBSEQUENT VERSIONS THEREOF (THE “JAMS RULES”). THE JAMS RULES FOR SELECTION OF AN ARBITRATOR SHALL BE FOLLOWED, EXCEPT THAT THE ARBITRATOR SHALL BE AN ARBITRATOR EXPERIENCED IN THE ENTERTAINMENT INDUSTRY AND LICENSED TO PRACTICE LAW IN CALIFORNIA OR A RETIRED JUDGE. ALL PROCEEDINGS BROUGHT PURSUANT TO THIS PARAGRAPH WILL BE CONDUCTED IN THE CITY OF LOS ANGELES. THE ARBITRATION RULING SHALL BE FINAL AND BINDING AND SHALL NOT BE SUBJECT TO APPEAL OR CHALLENGE. The arbitration proceedings, testimony, discovery and documents filed in the course of such proceedings, including the fact that the arbitration is being conducted, will be treated as confidential and will not be disclosed to any third party to such proceedings, except the arbitrator(s) and their staff, the parties’ attorneys and their staff, and any experts retained by the parties.
(16) LIMITATION OF REMEDIES. I ACKNOWLEDGE THAT MY REMEDY FOR ANY CLAIM BROUGHT PURSUANT TO THIS AGREEMENT OR ARISING OUT OF MY PARTICIPATION IN THE ACTIVITY SHALL BE LIMITED TO ACTUAL DAMAGES, AND IN NO EVENT SHALL I BE ENTITLED TO RECOVER PUNITIVE OR EXEMPLARY DAMAGES OR TO RESCIND THIS AGREEMENT. IN NO EVENT SHALL I BE ENTITLED TO SEEK OR OBTAIN INJUNCTIVE OR ANY OTHER EQUITABLE RELIEF. I UNDERSTAND THIS AGREEMENT IS IRREVOCABLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NOTHING IN THIS AGREEMENT OR IN ANY OF THE APPLICABLE RULES OF JAMS SHALL PREVENT PRODUCER AND/OR NETWORK FROM SEEKING PROVISIONAL RELIEF OUTSIDE OF ARBITRATION, INCLUDING, BUT NOT LIMITED TO, EQUITABLE AND/OR INJUNCTIVE RELIEF PENDING THE ARBITRATOR’S FINAL DECISION.
(17) The illegality, invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any of the remainder of this Agreement, which shall be enforced to the maximum extent permitted by law.
(18) This Agreement constitutes the entire agreement and understanding between Producer and me concerning the subject matter hereof, and supersedes and replaces all prior negotiations, proposed agreements and agreements, written and oral, relating thereto. This Agreement cannot be changed or terminated except by a written instrument signed by Producer and me. In due course a more formal agreement (e.g. a participant agreement or otherwise as determined in Producer’s sole discretion) may be prepared but the failure of the parties to prepare and/or execute such formal agreement shall not affect their rights as set forth in this Agreement, which shall in any event be binding upon them. Any signed copy of this Agreement transmitted via e-mail, facsimile, DocuSign, or a similar service shall be deemed an original hereunder.
BY SUBMITTING THIS FORM, I HEREBY ACKNOWLEDGE THAT I HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE FOREGOING. I UNDERSTAND THAT I AM GIVING UP CERTAIN LEGAL RIGHTS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MY RIGHT TO FILE A LAWSUIT IN COURT WITH RESPECT TO ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT.