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INSURr';~JCE ON FILE
<br />WORD '~1AY PROCEED
<br />UNTl~ INSURANCE EXPIRES
<br />3 ,/~ //
<br />CLERK OF COUNGIL
<br />DATE: 3 -v2S-/C7 MATERIAL RELEASE AGREEMENT
<br />o:PRCsC~~ l ~.~-
<br />MpY~the2. RE: Program/Series Tentatively Entitled "Unwrapped"
<br />(the "Project")
<br />To: High Noon Productions, LLC
<br />~ 100 East Dry Creek Road
<br />Littleton, CO 80122
<br />This material release agreement ('`Agreement") is made in
<br />N-2010-025
<br />connection with
<br />[specific description] and any photos, names, signage, art, design, labels, logos, music,
<br />special effects, images, likenesses and any other material contained therein (collectively the
<br />"Material").
<br />For good and valuable consideration, the receipt and sufficiency of which is hereby
<br />acknowledged, I hereby grant to High Noon Productions, LLC and its designees, licensees
<br />and assignees including without limitation Television Food Network, G.P., (collectively
<br />"Producer") the right to incorporate the Material, any portions thereof or images contained
<br />therein, in whole or in part, in the Project, any episode(s) thereof, and/or in any other
<br />television series, motion picture and/or any other project, in any manner (including without
<br />limitation in dialogue, as props, set decoration, or otherwise) at Producer's sole discretion,
<br />and to use and exploit the Material (as incorporated in the Project and/or otherwise) in all
<br />media, versions and forms, whether now known or hereafter devised, in all languages,
<br />throughout the universe, in perpetuity, including, without limitation, television, DVD and
<br />successor devices, Internet, digital downloads, books, merchandise and all ancillary
<br />exploitation, and in any advertising, publicity or promotion in connection with the
<br />Program, any episode(s) thereof, and/or in any other television series, motion picture
<br />and/or any other project and/or any telecaster of the foregoing. Producer has the right to
<br />alter or modify the Material in any manner, at Producer's sole discretion. I understand that
<br />neither I nor my organization shall be accorded any credit for such use.
<br />I represent that I have the right to grant to Producer the right to use the Material without the
<br />necessity of obtaining the consent of any third person or entity; and that the Material does
<br />not defame any person or entity or infringe the copyright, trademark, or violate any right of
<br />publicity, privacy or any other right of any person or entity. Nothing herein requires
<br />Producer to use the Material. I agree to indemnify and hold harmless Producer, its
<br />successors, licensees and assigns, and any person claiming under or through Producer, and
<br />the ofticers, directors, shareholders, employees, agents and representatives of each of the
<br />foregoing persons and entities, from and against any liabilities, losses, claims, demands,
<br />costs (including, without limitation, reasonable attorneys' fees) and expenses arising in
<br />connection with any breach or alleged breach by me of any above representations or
<br />agreements. In the event of any breach of this Agreement by Producer or any third party,
<br />the damage, if any, caused me thereby will not be irreparable or otherwise sufficient to
<br />entitle me to seek injunctive or other equitable relief, and my rights and remedies, if any, in
<br />any such event will be strictly limited to the right, if any, to recover compensatory
<br />monetary (but not punitive or consequential) damages in an action at law, and I will have
<br />neither the right to rescind or terminate this Agreement or any of Producer's or its
<br />
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