MODEL
RELEASE AND AGREEMENT
THIS MODEL RELEASE AND AGREEMENT ("Agreements") is entered
into and
effective immediately once arrangements and engagement of parties is executed
between model identified in this contract and CTY Studios, Inc. A US
corporation and its subsidiary ACAngels.com (hereinafter referred to as
"CTYStudios"), and the undersigned model having a residence set forth
below her signature (hereinafter referred to as "Model")
(collectively, the "Parties").
WITNESSETH:
WHEREAS, CTYStudios has undertaken the design and development of an
adult-oriented website ("website"); and
WHEREAS, photographs (including nude and semi-nude photographs) and
videos (comprised of various nude, semi-semi nude, and sexual acts) of Models,
will comprise a significant portion of the website content; and
WHEREAS, Model is willing to create exclusive photographic content
("Photos" and/or “Videos") for CTYStudios under a "work
made for hire" arrangement as that term is defined by the United States
and global Copyright Laws; and
WHEREAS, Model understands that CTYStudios intends to own all world-wide
intellectual property rights (copyright, trademark, servicemark,
patents,common-law ) in and to the website, all of the photos and videos taken
with and of the Model, and any and all other content created for CTYStudios for
use on the website or for any other CTYStudios purposes;
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, and for other good and valuable consideration, the Parties
hereto agree as follows:
1. WORK FOR HIRE: Model agrees to create Photos/Videos and
understands that this material is being created under the direction and control
of CTYStudios, and agrees that the Photos and Videos shall be deemed a work
made for hire by an independent contractor under Copyright Laws (17 U.S.C. 101,
et seq.) and, by virtue of this agreement, are the sole property of CTYStudios
free and clear from all claims of any nature relating to Model's contributions
and other efforts, including the right to copyright or obtain trade and service
marks upon the work in the name of CTYStudios as author and proprietor thereof
and any termination rights thereto. Model understands and agrees that
CTYStudios owns all right, title, and interest in the Photos and Videos and has
the right to register all copy, trade and service mark rights therein in its
own name as author in the United States of America and in all foreign
countries.
2. MODEL COMPENSATION: CTYStudios shall pay Model the compensation
set forth in Attachment A for her services in the creation of the material.
3. CTYStudios TO CONTROL PHOTOS AND VIDEOS: Model agrees that
CTYStudios has the right to supervise and control direct the creation of the
material. CTYStudios has the exclusive right to use (or not use) the material,
any part or parts thereof, as it sees fit. CTYStudios may alter the Photos and
Videos, add to, or combine the same with any other Photos, Videos, media, or
effects at its sole discretion. Model understands that the Photos and Videos
may be displayed, on the CTYStudios website(s), the Internet and further
displayed, distributed and digitized for use under all existing medium and any
and all media yet to be created.
4. ASSIGNMENT OF ALL RIGHTS TO CTYStudios: The Parties agree that
CTYStudios shall have full ownership of the Photos and Videos with no rights of
ownership in Model. Model agrees that in the event this Agreement is
determined by a court, not to be a work for hire agreement under the federal copyright
laws, this Agreement shall operate as an irrevocable assignment by Model to
CTYStudios of the copy, trade and service mark rights to the Photos and Videos,
including all rights thereunder, in
perpetuity. Under this irrevocable assignment, Model hereby assigns to
CTYStudios the sole and exclusive right, title, and interest in and to the
Photos and Videos, without further consideration, and agrees to assist
CTYStudios in registering and from time to time enforcing, at CTYStudios'
expense, all copyrights and other rights and protections relating to the Photos
and Videos in any and all countries.
5. RELEASE: Model hereby releases, remises, quitclaims, and forever
discharges the CTYStudios, its officers, directors, shareholders, employees,
agents, partners, attorneys, affiliates, successors and assigns from all
actions, claims for relief, causes of action, suits, debts, dues, sums of
money, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespass, damages, judgments, extents,
executions, claims, liens, and demands whatsoever, in law, admiralty, or equity
which Model ever had, now has, or hereafter can, shall, or may have against
CTYStudios, its officers, directors, shareholders, employees, agents, partners,
attorneys, affiliates, successors and assigns, by reason of the this Agreement.
Model further understands and agrees that this Agreement is given in connection
with the creation of Photos and Videos and the timely delivery of the
compensation called for hereunder. This Agreement is absolute and unconditional
and contains the entire agreement between the Parties. This Agreement may not
be changed or otherwise modified in any way without a writing signed by all
Parties. All understandings and agreements between Parties are merged into this
Agreement. Parties are not relying on any statement, representation, warranty,
or other promise, express or implied, oral or written, in fact or in law, made
by CTYStudios or other person, except as stated herein.
6. MODEL REPRESENTATIONS AND WARRANTIES: Model represents that: she
is over the age of 18; is competent to enter into this Agreement and create the
Photos and Videos. Model further states that she has carefully read this
Agreement, has had the opportunity to have this Agreement reviewed by counsel
of her choosing, knows and understands the contents hereof and signs this
Agreement as her own free act. Model also confirms that she has been tested
and screened for any STDs or illnesses which may be spread through interaction
with other models and employed individuals associated or employed with
CTYStudios and that representatives of CTYStudios shall not be held responsible
for any unforeseen incidents such as pregnancy or illnesses that occur as a
result of the contracted work.
7. GOVERNING LAW: This Agreement shall be governed by the laws of
the State of California, Colorado, and cities within the United States. The
Circuit Courts for LA County, California shall have exclusive jurisdiction to
hear claims arising from or relating to the terms or subject matter of this
Agreement.
This Agreement is executed by the Parties hereto in the State of Texas.
CTYStudios, Inc.
a California and Internet corporation in formation
