RIDER TO STANDARD UBCP PERFORMER CONTRACT – YARN PRODUCTIONS INC.
Standard Terms and Conditions
In these conditions the expression “Performer” and words
importing the masculine gender shall be construed as
feminine where applicable and the singular shall include
the plural.
A. Conditions of Engagement. The Performer will:
(a) render to the best of his skill and ability and on a
first priority basis all such services as are usually rendered
by a film or television actor of first class repute for the
purpose of playing the Role at such times and places and in
such manner as the Producer may reasonably require
during the production of the Picture;
(b) wear such clothes, wigs and make-up and his hair
in such styles as the Producer may require; The Producer
shall provide the Performer with all required wearing
apparel (such apparel to be returned in accordance with
Condition 1 above). All wardrobe furnished or paid for by
the Producer shall be and remain its property and shall be
returned promptly to the Producer;
(c) not without the prior written consent of the
Producer, make any statement or supply any confidential
information which is identified as such, relating to the
Picture or the terms hereof or to the Performer’s services
hereunder or to the affairs of the Producer (but this shall
not prevent proper disclosures of information to the
Performer’s professional advisers);
(d) comply with all reasonable rules and regulations
made by the Producer;
(e) keep the Producer informed of the Performer’s
whereabouts and telephone number;
(f) use his best endeavours to attain and maintain
such a state of health as will enable the Performer to
render his services hereunder as effectively as possible and
as will enable the Producer to effect insurance on normal
terms on the Performer against loss arising from his
inability to perform the said services and make true and
accurate replies and statements for the purpose of any
such insurance;
(g) at a reasonable time when so required attend and
submit to such usual and customary medical examination
as the Producer or its medical advisers deem necessary for
the Producer’s insurance purposes including self-insurance
and the Performer shall be entitled at his own cost and
expense to have his own physician present at any such
examination. The Performer will have no right, title or
interest in or to such insurance;
(h) not voluntarily engage in any hazardous pursuit
nor take any risk, the taking of which would invalidate or
affect any normal policy of insurance on the life or health
of the Performer or might interfere with the Performer’s
performances hereunder nor (except with the consent of
the Producer) fly otherwise than on a scheduled airline of a
major international carrier from the date two (2) weeks
before the starting date until completion of all services
required of the Performer hereunder;
(i) upon completion of his services hereunder return
to the Producer in good condition (fair wear and tear
excepted) all property and wardrobe provided by the
Producer;
(j) not at any time whether during or after the
subsistence of this Agreement, take part or be concerned
in the performance broadcasting or recording of any words
music or actions that form part of the Role hereunder;
(k) not incur any liability on behalf of the Producer nor
pledge its credit nor represent that he is entitled to do so;
(l) not be required to undertake without his prior
consent any act or performance which he shall reasonably
consider to be hazardous or dangerous;
(m) apply for or assist the Producer in applying for
membership of foreign labour organizations or for work
permits passports and visas and such other matters as may
be necessary to enable the Producer to make full use of the
Performer’s services hereunder; and
(n) with the exception of pantomime performances,
notice of which the Performer shall provide to the
Producer, not at any time, whether during the exclusive
period or thereafter, portray in any medium any role or
character, or provide any endorsement or testimonial
which is the same as or substantially similar to the role
portrayed by the Performer in the Picture or which tends
to ridicule, burlesque or satirize any role portrayed by the
Performer in the Picture or conflicts with the Performer’s
obligations hereunder.
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B. Results and Proceeds. All aspects of the results and
proceeds of Performer’s services hereunder shall be
created within the scope of Performer’s employment,
including without limitation, “behind-the-scenes” footage,
and shall be as employee-for-hire (all of which shall be
deemed a “work made for hire” for Producer as specially
commissioned for use as part of a motion picture in
accordance with Sections 101 and 201 of the U.S. Copyright
Act or a work done in the course of employment” pursuant
to Section 13(3) of the Copyright Act (Canada)).
Consequently, all material, works, writing, ideas, gags and
dialogue composed, submitted or interpolated by
Performer in connection with the preparation or
production of the Production shall automatically become
Producer’s property, as a result of Performer’s
employment hereunder. Producer shall be the sole and
exclusive owner of the Production, including, without
limitation, every element thereof (including the character
of the role portrayed by Performer), the copyright therein,
and all of the results and proceeds of Performer’s services
hereunder, for all purposes. Producer shall have the right
in perpetuity, to distribute and exhibit the Production and
all or any part of the results and proceeds of Performer’s
services hereunder, either separate from or together with
the Production or any other material, without limit as to
the number of times or places throughout the universe, in
all languages, by any means and in any and all media now
known or hereafter devised. Producer shall also have the
right to cut, edit, add to, subtract from, arrange, rearrange
and revise the Production, and all or any part of such results
and proceeds, as Producer in its sole discretion may
determine. Without limiting the foregoing, Producer shall
have the right in perpetuity, throughout the universe, to
use and authorize others to use, in any manner and by any
means now known or hereafter devised, including without
limitation, in connection with commercial tie-ups and/or as
part of any themed entertainment venue, restaurant, or
store, the results and proceeds of Performer’s services
hereunder, as well as Performer’s name, biography,
simulated signature, sobriquet, photograph, likeness, voice
and/or caricature (hereinafter referred to as “name and
likeness”), in connection with the advertising, publicizing,
promotion and exploitation of the Production.
Performer hereby waives the benefits of any provision of
law known as "droit moral", "moral" rights, or analogous
rights which they may have in relation to the services as
such rights may presently or in the future exist, by
legislative enactment or otherwise. Performer agrees not
to institute, support, maintain or permit any action or
lawsuit on the ground that any exercise of the rights
granted and assigned to Producer hereunder constitute an
infringement of any moral rights or "droit moral" or a
Rider to Standard UBCP Performer Contract – Yarn Productions Inc.
defamation or mutilation of any part thereof, or contain
unauthorized variations, alternatives, modifications,
changes or translations. All rights granted to Producer by
Performer pursuant to this agreement shall be irrevocably
vested in Producer and shall not be subject to rescission by
Performer or reversion on behalf of itself by operation of
law or otherwise.
Any breach by Performer of any of the foregoing warranties
or agreements shall entitle Producer, in addition to its
rights at law or in equity, to terminate this Agreement
without further liability.
(a) Producer shall have the right in perpetuity,
throughout the universe, to use and to license the use of
Performer's name and likeness, and shall have the exclusive
right to simulate Performer's voice, signature and
appearance by any means in and in connection with the
Production and the advertising, publicizing, exhibition,
and/ or other exploitation thereof in any manner and by
any means whether now known or hereafter devised;
(b) As employer, Producer shall have the exclusive
right in perpetuity, throughout the universe, to use, in any
manner and by any means now known or hereafter
devised, (i) Performer's name and likeness on the positive
prints of the Production and in connection with the
advertising and exploitation of the Production and all of the
photographs, recordings and other results and proceeds of
Performer's services hereunder, and (ii) Performer's name
and likeness in institutional advertising. Producer shall also
have the exclusive right in perpetuity, throughout the
universe, to use and to license others to use, in any manner
and by any means now known or hereafter devised,
Performer's name and likeness in and in connection with
commercial advertising and commercial tie-ups relating to
the Production;
(c) Producer shall have the exclusive right to shoot
“behind-the-scenes” and “making of” footage and to make
one or more promotional films of thirty (30) minutes or
less. Performer shall render services for said promotional
films during the Term as Producer may request. Producer
shall have the right to use the footage and the results and
proceeds of Performer’s services in such promotional films,
or otherwise, for no additional compensation to Performer,
in accordance with all of the terms and provisions set forth
in the UBCP Agreement;
(d) Merchandising; Publishing: As employer, Producer
shall have the right in perpetuity, throughout the universe,
but only in connection with the role portrayed by
Performer in the Production, to use and to authorize others
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to use, in any manner and by any means now known or
hereafter devised, Performer’s name and likeness in, and in
connection with, any merchandising, and/or publishing
undertakings whatsoever. Without limiting the foregoing,
Performer hereby consents to the foregoing uses, including
without limitation, the use of Performer’s name and
likeness in connection with packaging and/or the front
cover, or in any part of such merchandising/publishing
undertaking;
(e) Soundtrack; Phonorecords: As employer, Producer
shall own the further exclusive right, throughout the
universe, in perpetuity, to use and to license the use of
Performer’s voice from the soundtrack of the Production
on phonorecords, compact discs, and any other form of
sound-only media now known or hereafter devised
(collectively hereinafter, “phonorecords”), and to use and
to license the use of Performer’s name and likeness on
jackets and labels of such phonorecords and to advertise
and publicize the use of Performer’s voice on such
phonorecord(s). Performer shall not perform any such
selection(s) on any phonorecord not issued or authorized
by Producer. Performer represents and warrants that
Performer is not a party to any agreement which would
prevent Producer from fully exercising the rights granted
hereunder without the consent of any other person, firm
or entity. No additional payments shall be paid to the
Performer for such uses; and
(f) Performer specifically agrees to the provisions of
Paragraph (d) and Paragraph (e) above.
C. Warranties and Indemnification. Performer warrants
that Performer has not made and will not make any
commitment in conflict with this Agreement; that all
material furnished by Performer is wholly original with
Performer except to the extent such material may be taken
from material in the public domain or furnished by
Producer, and that no material furnished by Performer will
violate or infringe upon any right whatsoever of any
person, firm or corporation. Performer hereby agrees to
defend and indemnify Producer and Producer's successors,
licensees and assigns against all losses, costs (including
without limitation reasonable attorneys' fees), liabilities
and claims of any nature arising from any breach or alleged
breach of any agreement or warranty made by Performer.
In the event of a breach or threatened breach of this
Agreement by Performer, Producer shall be entitled to seek
legal, equitable and other relief against Performer as
Producer may in its sole discretion determine.
D. Independent Contractor/Loan-Out Corporation.
During the term of the Agreement and for all purposes
Rider to Standard UBCP Performer Contract – Yarn Productions Inc.
whatsoever, the Performer is and will be an independent
contractor engaged under a contract for the provision of
services. The Performer will not be a servant or employee
of the Producer or of any of its associated or subsidiary
companies.
In the event that the services of Performer hereunder are
being furnished by a corporation, notwithstanding the fact
that this Agreement is drafted in the form of an agreement
between Producer and Performer in Performer's individual
capacity, such corporation hereby agrees to furnish to
Producer the services of Performer, and to grant to
Producer the rights and benefits set forth herein, in
accordance with all of the terms and conditions contained
herein and otherwise to abide by such terms and
conditions. In such event, the following additional terms
and conditions shall also apply: (i) Performer represents
and warrants that such corporation is a duly organized and
existing corporation and is presently in good standing
under the laws of the State, Province, or other jurisdiction
of its incorporation; that such corporation has a valid,
binding and subsistent written employment agreement
with Performer pursuant to which Performer is obligated
to render Performer's services exclusively to such
corporation for at least the full term of this Agreement;
that such corporation is exclusively entitled to and controls
all rights in and to the results and proceeds of Performer's
services granted to Producer hereunder; (ii) Producer shall
pay directly to such corporation all of the compensation
that would have been payable to Performer had Producer
employed Performer directly and such corporation will fully
perform and discharge, and Producer shall have no
responsibility or liability on account of, any obligations of
an employer with respect to Performer and Performer's
services hereunder, including, but not limited to, the
withholding and/or payment of any sums required to be
withheld and/or paid by such employer to any
governmental authority, or pursuant to any guild or union
health, welfare, or pension plan; (iii) if such corporation
should be dissolved or otherwise cease to exist or for any
reason whatsoever fail or neglect to perform or comply
with any of the terms and conditions of this Agreement,
Performer may at Producer's election be deemed to be
employed directly by Producer for the balance of the term
hereof upon the terms and conditions set forth herein;
(iv) in the event of a breach or threatened breach of this
Agreement by such corporation and/or Performer,
Producer shall be entitled to seek legal, equitable and other
relief against such corporation and/or Performer as
Producer may in its sole discretion determine; and
(v) Producer shall have all rights and remedies against
Performer which Producer would have if Performer were
directly employed hereunder by Producer, and Producer
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shall not be required first to resort to or exhaust any rights
or remedies which Producer may have against such
corporation before exercising Producer's remedies against
Performer.
E. Remedies. Performer acknowledges that Performer's
rights and remedies in the event of a breach or alleged
breach of this Agreement by Producer shall be strictly
limited to the right, if any, to recover damages in an action
at law, and Performer shall not be entitled by reason of any
such breach to rescind this Agreement, or to restrain
Producer's exercise of any of the rights granted to Producer
hereunder.
Performer acknowledges and agrees that the services to be
rendered by Performer hereunder are of a special, unique,
unusual, extraordinary and intellectual character, making
them difficult to replace and giving them a particular value,
the loss of which cannot be reasonably compensated in
damages in an action at law; that if Performer breaches any
provision of this Agreement, Producer will be caused
irreparable harm; and that, therefore, Producer shall be
entitled, as a matter of right, at its election, to seek to
enforce this Agreement and all of the provisions hereof by
injunction or other equitable relief.
Performer hereby expressly recognizes that in the event of
a failure or of an omission by Producer constituting a
breach of Producer's obligations of this Agreement, the
damage (if any) caused Performer by Producer thereby is
not irreparable or sufficient to entitle Performer to
injunctive or other equitable relief. Consequently,
Performer's rights and remedies in the event of a failure,
omission or default constituting a breach by Producer
under the terms of the present Agreement, shall be limited
to Performer's rights, if any, to recover damages in an
action at law, and in no event shall Performer be entitled
by reason of any such breach to rescind this Agreement or
any of the rights granted to Producer hereunder, or to
enjoin or to restrain the distribution or exhibition of the
Picture.
The Producer shall not be under any liability in respect of:
(a) any claim for loss of publicity or opportunity to
enhance the Performer’s reputation notwithstanding the
fact that the Producer may abandon production of the
Picture or the use of the Performer’s services therein after
having advertised the same; and
(b) any loss or damage to the Performer’s property
whilst in transit to or from or whilst at places where the
Performer renders services hereunder.
Rider to Standard UBCP Performer Contract – Yarn Productions Inc.
The remedies herein provided shall be deemed cumulative
and the exercise of one shall not preclude the exercise of
any other. Performer specifically agrees that Producer may
seek to recover by appropriate action the amount of the
actual damage caused Producer by any failure, refusal or
neglect of Performer to keep and perform Performer's
agreements, representations and warranties herein
contained. No waiver by either of the parties hereto of any
failure by the other party to keep or perform any covenant
or condition of this Agreement shall be deemed to be a
waiver of any preceding or succeeding breach of the same,
or any other, covenant or condition.
F. Insurance. Performer shall assist Producer in securing
customary insurance by submitting to customary medical
examinations and by signing such instruments as may be
reasonably required in connection therewith. In the event
Performer fails to qualify for such insurance at customary
rates, Producer shall have the right to terminate this
Agreement without obligation to Performer.
G. Transportation and Living Expenses. Performer shall
use the method, means and devices of transportation
furnished or designated by Producer in connection with any
travel that Performer is required to undertake pursuant to
the terms of this Agreement. From the date hereof until
the completion of all services required of Performer,
Performer shall not travel in an aircraft other than as a
passenger on a regularly scheduled commercial airline. For
the period during which Performer is rendering services at
any overnight location(s), Producer shall furnish to
Performer living accommodations of Producer's choice and
shall pay to Performer the minimum per diem required by
the UBCP Agreement, in full satisfaction of all
accommodations and meal allowance expenses required
under the UBCP Agreement.
H. Publicity. The Performer hereby undertakes that
during and throughout the continuance of the Performer’s
engagement hereunder and at any time during or after the
release of the Picture throughout the world, the Performer
will not do anything to prejudice the production or
successful exploitation of the Picture and in the event that
the Performer shall commit a breach of any of the
provisions in this clause, the Producer may at any time
thereafter, by written notice to the Performer, either
terminate the engagement of the Performer hereunder or
cancel its obligations to accord the Performer credit
thereafter as provided in the Agreement
I. UBCP Agreement. This Agreement is subject to the
UBCP Agreement. Except as expressly provided herein,
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Producer shall be entitled to the maximum benefits
provided for in the UBCP Agreement. To the extent any
provision of this Agreement conflicts with the mandatory
provisions of the UBCP Agreement or any applicable law or
regulation, the latter shall prevail; provided, that the
provision(s) of this Agreement so affected shall be limited
only to the minimum extent necessary to comply with such
UBCP Agreement, law or regulation. In the event the UBCP
Agreement requires the payment of compensation to
Performer in addition to that provided herein, such
additional compensation shall be paid at the minimum
applicable rates specified in said UBCP Agreement.
J. Breach; Disability; Force Majeure.
(a) Suspension: The running of time under this Agreement
and Producer's obligations hereunder shall be
automatically suspended upon the occurrence and during
the continuance of any of the following contingencies, and
for a period thereafter reasonably sufficient to enable
Producer to resume utilization of Performer's services: (i) If
Performer shall commit a breach of this Agreement, or
either Performer or Performer's representative shall
indicate that Performer intends to do so or Performer shall
fail to give written affirmation of Performer's intention fully
to perform hereunder within twenty-four (24) hours after
receipt of Producer's request that Performer so affirm
(hereinafter referred to as "Default"); or (ii) If Performer
shall be prevented from, or interfered with, in the rendition
of services by illness, physical or mental disability, accident,
military service or other cause which would make
Performer's failure to render services excusable at law, or
if Performer becomes physically disfigured (hereinafter
referred to as "Disability"). Producer shall have the right
to lift any suspension hereunder at any time prior to the
cessation of the event giving rise to such suspension;
(b) Cure: In the event of any breach by Performer,
Producer shall provide notice of breach to Performer, and
Performer shall have a period of three (3) business days in
which to cure such breach, prior to any remedy exercised
by Producer hereunder;
(c) Extension; Reduction: Producer may extend the period
for which Performer is employed hereunder, and all dates,
for a period equal to all or any part of the period during
which any suspension continues hereunder by written
notice given to Performer on or before the later of (i) the
expiration of such period of employment, (ii) the
termination of such suspension, or (iii) ten (10) days after
the end of the Default or Disability. Any period for which
Producer has guaranteed compensation to Performer
hereunder, and the amount of such guaranteed
Rider to Standard UBCP Performer Contract – Yarn Productions Inc.
compensation, may be reduced by an amount equal to the
period of such suspension and by the amount of
guaranteed compensation applicable to such period of
suspension, respectively;
(d) Termination: Producer may terminate this Agreement
at any time during a suspension hereunder or within two
(2) weeks following the end of such suspension or the
Default or Disability giving rise thereto. A termination
under this subparagraph or otherwise shall relieve
Producer from all of its obligations hereunder; provided,
however, that if such termination is due to a reason other
than Performer's Default, then Producer shall not be
relieved of its obligation to compensate Performer for
services rendered prior to the date of such termination;
and
(e) Force Majeure: Article A1901 of the UBCP Agreement
is hereby incorporated herein by this reference.
K. Limit On Liability. The parties agree that in any
arbitration or court action pursuant to Article A107 of the
UBCP Agreement above, the damages that may be
awarded shall be limited to any actual damages suffered.
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES, OR ANY CLAIM FOR LOSS OF PROFITS,
LOST BUSINESS, OR LOST BUSINESS OPPORTUNITIES, EVEN
IF THE OTHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
L. Miscellaneous. The Agreement is not a partnership
between or joint venture by the parties hereto and neither
party is the agent of the other. The Agreement is not for
the benefit of any third party, whether or not referred to
herein. Captions and organization are for convenience only
and shall not be used to construe meaning.
Producer shall have the right at any time to assign or
otherwise transfer this Agreement, in whole or in part, or
any or all of Producer's rights or obligations hereunder to
any person or other entity. This Agreement shall be binding
upon and shall inure to the benefit of the respective
successors, licensees and assigns of Producer and
Performer; provided that the services to be rendered by
Performer hereunder are of the essence of this Agreement
and such services shall not be delegated to any other
person or entity.
The Performer undertakes to do any and all acts and
execute any and all documents in such manner and at such
location as may be required by the Producer in its sole
discretion in order to evidence, protect, perfect, or enforce
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any of the rights granted or confirmed to the Producer by
the Performer pursuant to this Agreement. As security for
the performance by the Performer of the Performer’s
obligations under this Agreement, if the Performer shall
have failed following seven (7) days’ notice from the
Producer to execute any document or perform any act
required pursuant to this Agreement, the Producer shall
have the right to do so in the place and stead of the
Performer as the lawfully appointed attorney of the
Performer and the Performer undertakes and warrants
that the Performer shall confirm and ratify, and be bound
by, any and all of the actions of the Producer pursuant to
this paragraph. Such authority and appointment shall take
effect as a power coupled with an interest and is therefore
an irrevocable appointment.
This Agreement expresses the entire understanding of the
parties with respect to the subject matter hereof. No
modification of this Agreement shall be valid unless in
writing and signed by the party to be charged with such
modification.

AGREED & ACCEPTED:

Christine Upright
PERFORMER NAME:

Rider to Standard UBCP Performer Contract – Yarn Productions Inc.