Brand Ambassador Business Agreement 

This Brand Ambassador Business Agreement (the “Agreement”) is made and entered into as of the “Effective Date” by and between Torero Specialty Products, LLC DBA Newport Vessels (the “Company”) and the “Brand Ambassador,”  which includes “all tiers of ambassadors, content creators, guides, captains, and tournament anglers.” 

  1. Engagement of Services. This Agreement provides the terms and conditions on which Brand Ambassador will provide the services, functions, and responsibilities requested by the Company from time to time and described in the various work orders (each, a “Work Order”) to be attached hereto as Exhibit A, and Exhibit C and incorporated herein by reference (the “Services”). Brand Ambassador will perform the Services designated in each Work Order, and each Work Order will be made a part of this Agreement as if fully included within its body. Brand Ambassador will be compensated solely in accordance with the terms contained in each Work Order, and each Work Order will identify any other specific terms and conditions related to the Services to be provided in connection therewith, including without limitation, the term/duration of such Services. Brand Ambassador agrees to fulfill Brand Ambassador’s duties and obligations under this Agreement in a lawful manner and with care and diligence in the best interests of the Company. Brand Ambassador agrees to devote sufficient time and effort toward the accomplishment of the objectives specified. Brand Ambassador represents, warrants, and agrees that the Services will be performed in a thorough and professional manner, consistent with high professional and industry standards by individuals with the requisite training, experience, technical knowledge and skills to perform such Services. 
  2. Independent Contractor Relationship. 
  3. The Company and Brand Ambassador expressly agree and understand that they are creating an independent contractor relationship and that Brand Ambassador shall not be considered an employee of the Company for any purposes whatsoever. This Agreement does not create a partnership relationship. Brand Ambassador further agrees, acknowledges, and understands that nothing in this Agreement shall confer any right of employment with the Company. Brand Ambassador agrees and warrants that Brand Ambassador will never at any time during or after the termination of Brand Ambassador’s relationship and affiliation with the Company represent or take the position that this Agreement constitutes evidence of an employment relationship between the Company and Brand Ambassador. 
  4. The parties acknowledge and agree that they are entering into a bona fide contracting relationship to provide professional services as defined in Labor Code 

section 2778 (effective 9/4/2020). Specifically, the parties agree, and Brand Ambassador warrants and represents that: 

  1. Brand Ambassador is a business entity formed as a sole proprietorship, partnership, limited liability company, limited liability partnership, or corporation. 
  2. Brand Ambassador is an individual that maintains a business location, which may include the individual’s residence, that is separate from the Company. Nothing in this paragraph prohibits an individual from choosing to perform services at the location of the Company. 

iii. If work is performed more than six months and is performed in a jurisdiction that requires the individual to have a business license or business tax registration, the Brand Ambassador has the required business license or business tax registration in order to provide the Services under the Agreement, in addition to any required professional licenses of permits for the Brand Ambassador to practice their profession. 

  1. Brand Ambassador has the ability to set or negotiate their own rates for the Services performed. 
  2. Outside of project or Work Order completion dates and reasonable business hours, Brand Ambassador has the ability to set their own hours. 
  3. Brand Ambassador is customarily engaged in the same type of work performed under the Agreement with another hiring entity or holds themselves out to other potential customers as available to perform the same type of work to be performed under this Agreement. 

vii. Brand Ambassador customarily and regularly exercises discretion and independent judgment in the performance of the Services to be performed under the Agreement. 

  1. Brand Ambassador remains free to accept and reject assignments from the Company as Brand Ambassador sees fit, but upon Brand Ambassador accepting a Work Order, Brand Ambassador is obligated to perform the Services Brand Ambassador is engaged for thereunder. Brand Ambassador is responsible to the Company for the results of Brand Ambassador’s work only, and not for the manner and means by which those results are accomplished. 
  2. Legal Compliance. When required by law, Brand Ambassador shall have and maintain all valid and current professional licenses during the term of this Agreement. Brand Ambassador is responsible for complying with all applicable laws, rules, ordinances and other requirements imposed by Federal, State, County, or Municipal government authorities relating to and concerning Brand Ambassador’s provision of the Services. Brand Ambassador shall comply with all laws and maintain all licenses, registrations and permits required to perform the Services. 
  3. Brand Ambassador’s Employees and Subcontractors. Brand Ambassador is being engaged by the Company to provide services that are personal in nature and require the Brand Ambassador’s personal involvement in directly providing all of the services, as the provision of these services depends on Brand Ambassador’s particular skills and professional expertise. Accordingly, Brand Ambassador may not, without the Companys express written consent, substitute in, engage or hire any other person to provide the services requested by the Company. Brand Ambassador agrees that this limitation is due to the nature of the services and professional expertise that Brand Ambassador is engaged to provide to the Company. 
  4. Exclusivity. Brand Ambassador may not perform other work for Company’s direct competitors and/or competing brands during the Term of this Agreement but may provide any services to any other client, person, or business, subject to the terms of Sections 3. e and 3. f below. The Brand Ambassador may continue to represent Bixby with content produced without Newport-related products shown in this content. Except as provided in Sections 3. e and 3. f below, nothing in this Agreement shall prevent or preclude either the Company or Brand Ambassador to enter into similar agreements with other Brand Ambassadors for the provision of the same or similar services that Brand Ambassador provides to the Company under this Agreement, other than to the Company’s direct competitors and/or competing brands. However, Brand Ambassador may not incur any obligations or commitments which would limit or prevent Brand Ambassador’s rendering services according to the terms of this Agreement. Brand Ambassador acknowledges and agrees that the Company does not grant territorial exclusivity. The Company will not monitor or supervise Brand Ambassador’s provision of services to any other client, person, or business, and the Company is under no obligation to ensure that Brand Ambassador is providing any services to others, as Brand Ambassador is free to decide whether, how and when to provide services to any other client, person or business so long as Brand Ambassador complies with this paragraph and Sections 3. e and 3. f below. 
  5. Authority. Brand Ambassador has no authority to bind the Company by any promise or representation, and the Company shall not be liable for any obligation or liability incurred by Brand Ambassador. Brand Ambassador understands that it has no authority to act as an agent or representative of the Company and shall not hold itself out as an authorized agent or representative of the Company with the power to bind the Company in any manner. 
  6. Business Expenses. Brand Ambassador agrees and acknowledges that Brand Ambassador as an independent contractor has the opportunity to make either a profit or loss on the services Brand Ambassador provides to the Company pursuant to this Agreement. As such, Brand Ambassador has already accounted for and built into the compensation Brand Ambassador negotiated and agreed to with the Company (reflected in each Work Order) any potential business expenses, administrative expenses, and costs that Brand Ambassador anticipates incurring while providing the Services to the Company. Therefore, Brand Ambassador will be fully responsible for all business expenses, administrative expenses, and costs incurred by Brand Ambassador while providing Services to the Company. In the event the Company incurs any business expenses on Brand Ambassador’s behalf in connection with Brand Ambassador’s provision of Services to the Company, Brand Ambassador will fully and timely reimburse the Company for such business expenses within fifteen (15) days of Brand Ambassador’s receipt of any request from the Company for reimbursement of such business expenses. 
  7. Payment of Taxes and Withholdings. Brand Ambassador shall be individually responsible for paying any federal, state, or local payroll, social security, disability, workers’ compensation, self-employment insurance, income, and other taxes or assessments with respect to the Services provided hereunder. In addition, Brand Ambassador agrees to execute and deliver an Internal Revenue Service Form W-9 to the Company within 5 business days after the Effective Date of this Agreement. Nothing contained herein shall constitute a partnership, joint venture, agency, or employer/employee relationship between Brand Ambassador and the Company. 
  8. Not Eligible for Benefits. Brand Ambassador shall not be eligible to participate in the Company’s workers’ compensation, unemployment, disability, medical, dental, life, or any other insurance programs (if any), or any other benefit or program that is sponsored, financed, or provided by the Company for its employees. 
  9. Workers’ Compensation Insurance Coverage. Brand Ambassador hereby agrees that, because Brand Ambassador is not an employee of the Company, the Company is under no legal obligation to provide coverage under the California Workers’ Compensation Act for Brand Ambassador and/or any employees or subcontractors hired by Brand Ambassador. Brand Ambassador agrees that in the event Brand Ambassador and/or Brand Ambassador’s employees sustain any such injury, their sole and exclusive remedy will be against Brand Ambassador and will be under the Workers’ Compensation Act. 
  10. General Liability Insurance Coverage. Brand Ambassador hereby warrants and represents that Brand Ambassador has or will obtain General Liability Insurance coverage for Brand Ambassador’s business operations for any liability for property damages, personal injury, or other harm sustained by anyone during the course and scope of Brand Ambassador’s performing Services for the Company. Brand Ambassador agrees to name Company as an additional interest and/or additionally insured individual/entity on its General Liability Insurance coverage. Brand Ambassador agrees to provide proof of General Liability Insurance coverage within five (5) calendar days of executing this Agreement or upon the Company’s request during the Term of this Agreement. 
  11. Indemnification. Brand Ambassador shall indemnify, hold harmless and defend the Company and any parent, subsidiary, or affiliate thereof, and all directors, officers, attorneys and employees of the Company (collectively, “Indemnified Company”) from any and all demands, claims, actions or causes of action, assessments, losses, damages, fines, judgments, arbitration awards, liabilities (whether absolute or accrued, contingent or otherwise), costs and expenses, including, but not limited to, interest, penalties, and attorneys’ fees and expenses asserted against, imposed upon or incurred by Indemnified Company, directly or indirectly, by reason of or resulting from or relating to any of the following: (i) the breach by Brand Ambassador of any representation, warranty or covenant contained in this Agreement; (ii) the negligence, misconduct, or conflict of interest or acts or omissions, of Brand Ambassador while performing, or failing to perform Brand Ambassador’s duties under this Agreement or any Work Order; and (iii) any liability, including attorney’s fees and other legal expenses, imposed upon Indemnified Company arising directly or indirectly from the failure of Brand Ambassador and/or any of Brand Ambassador’s employees or agents to comply with the provisions of any local, state or federal law, regulation or ordinance, or of this Agreement, or with industry standards in regard to Brand Ambassador’s provision of services to the Company’s clients (e.g., booking talent with a competing product, talent no-show, etc.). 
  12. Brand Ambassador Representations and Warranties. 
  13. Brand Ambassador represents and warrants (a) that there are no agreements of any nature with any person or entity which would prevent Brand Ambassador from entering into this Agreement, or which requires Brand Ambassador to render services to another which are similar to those rendered to the Company, and (b) that the Brand Ambassador has made no outstanding assignments, grants, licenses, encumbrances, obligations or agreements, either written, oral or implied, inconsistent with this Agreement. 
  14. Brand Ambassador represents and warrants that Brand Ambassador has the right and will have the right to grant all right, title, and interest in the Assigned Inventions to the Company. 
  15. Term and Termination. 
  16. This Agreement shall commence on the Effective Date and continue until terminated for one twelve (12) month term. Notwithstanding the foregoing, this Agreement shall automatically be extended for [twelve (12) months terms unless terminated by either the Company or Brand Ambassador.] 
  17. The Company may terminate this Agreement immediately upon written notice to Brand Ambassador at any time upon providing 14-day written notice. In the event of a material breach by Brand Ambassador of the covenants contained herein or in any Work Order, including, without limitation, damages to any property or person caused by Brand Ambassador, Brand Ambassador’s failure to keep current all licenses, registrations, and certifications necessary to perform the Services, Brand Ambassador’s violation of any law or regulation related to Brand Ambassador’s performance, breach of trust, malfeasance, fraud, a conviction for any felony or crime of moral turpitude or relevant to financial integrity, a lapse in any insurance coverage that Brand Ambassador is required to carry by this Agreement or law, or nonpayment of any sum due to the Company. In the case of a termination for material breach, the Company shall notify Brand Ambassador of the material breach and Brand Ambassador shall have three (3) days to cure said breach. If such breach is not cured within such a period of time, the Company may immediately terminate this Agreement and any outstanding Work Order. This Agreement shall automatically terminate without prior notice automatically if Brand Ambassador becomes bankrupt or insolvent or sells Brand Ambassador’s business or in the event of Brand Ambassador’s death. Upon any termination of this Agreement, those provisions that, by their design and intent, survive termination of this Agreement and any Work Order shall remain in full force and effect. Either Party may terminate this Agreement upon -day written notice if either Party has a change in ownership that would result in a change in relationship between the Parties (e.g., Brand Ambassador sells or assigns Company to a third party or Company’s ownership changes so that the contacts between Brand Ambassador and Company change). Neither Party may terminate this Agreement outside the provisions of this Section. 
  18. Upon termination of this Agreement for any reason, Brand Ambassador shall immediately make available, for legal and physical transfer to the Company, all copies or embodiments of the Service-Related Inventions regardless of the state of completion, including any works, documents or files that Brand Ambassador was using to perform the Services to the Company. Furthermore, upon termination, or at any time upon the Company’s request, all Confidential Information, all Service-Related Inventions , and all reproductions, copies, and embodiments related thereto, including any works, documents, or files that Brand Ambassador used to perform the Services to the Company, shall also be immediately returned by Brand Ambassador to the Company. Moreover, upon any termination or expiration of this Agreement, Brand Ambassador shall cease all work hereunder, and the Company shall have no further monetary or other obligations to Brand Ambassador upon the termination or expiration of this Agreement. 
  19. Arbitration Agreement. 
  20. Binding Arbitration. Brand Ambassador and the Company agree to utilize binding individual arbitration to resolve all disputes that might arise out of or be related in any way to Brand Ambassador’s relationship with the Company and/or the interpretation, performance, and/or breach of this Agreement. Such disputes include, but are not limited to, claims Brand Ambassador might bring against the Company for misclassification as an independent contractor, wrongful termination, discrimination, harassment, retaliation, breach of contract, wage and hour violations, and torts such as invasion of privacy, assault, and battery, or defamation. Such disputes also include claims that the Company might bring against Brand Ambassador such as, for example, theft of money or trade secrets, breach of confidentiality obligations, or breach of a contract. Brand Ambassador and the Company each specifically waive their respective rights to bring such claims against the other in a court of law and to have a trial by jury. 
  21. Exceptions. The only exceptions to binding arbitration shall be for claims arising under the National Labor Relations Act, which are brought before the National Labor Relations Board, claims for medical and disability benefits under the California Workers’ Compensation Act, claims for benefits brought before the Employment Development Department, claims for wages brought before the California Labor Commissioner, or other claims that are not subject to arbitration under law. Moreover, nothing herein shall prevent Brand Ambassador from filing a charge or complaint with the United States Equal Employment Opportunity Commission, the California Department of Fair Employment and Housing, or any local agency that allows Brand Ambassador to file an administrative charge or complaint. Once the agency’s proceedings are completed, however, if Brand Ambassador wishes to pursue the matter further, Brand Ambassador understands that Brand Ambassador must do so under this arbitration agreement. 
  22. Covered Persons and Entities. Brand Ambassador’s agreement to arbitrate claims against the Company includes claims Brand Ambassador might bring against the Company’s parent, subsidiary, affiliated or client entities as well as against owners, directors, officers, managers, employees, agents, contractors, attorneys, benefit plan administrators, and insurers of the Company or of its parent, subsidiary, affiliated or client entities. Brand Ambassador also agrees to arbitrate claims against any person or entity Brand Ambassador alleges to be a joint employer with the Company. 
  23. Class Action Waiver. Brand Ambassador and the Company agree that any claims either party might pursue against the other in arbitration under this arbitration agreement shall be brought in the individual capacity of Brand Ambassador or the Company. This agreement shall not be construed to allow or permit the consolidation or joinder of claims of other claimants, or to permit such claims to proceed as a class or collective action. No arbitrator shall have the authority under this agreement to order any such class or collective action. Any dispute regarding the validity, scope or enforceability of this agreement, or concerning the arbitrability of a particular claim, shall be resolved by a court, not by the arbitrator. Brand Ambassador agrees to waive any substantive or procedural rights that Brand Ambassador may have to bring or participate in an action brought on a class or collective basis. If under applicable law a representative claim under the California Private Attorneys General Act (“PAGA”) is found to be unwaivable and such an action is pursued in court, Brand Ambassador and the Company agree that any such PAGA claim will be severed and stayed pending resolution of claims that are arbitrable. 
  24. Submitting Claims. If Brand Ambassador wishes to bring a claim to arbitration under this arbitration agreement, Brand Ambassador understands that Brand Ambassador must provide a written statement of the claim to a representative of the Company whose name and address is indicated below on the signature page of this Agreement. Brand Ambassador understands that Brand Ambassador has the right to be represented by an attorney in the arbitration of any claim under this arbitration agreement, but it is not required that Brand Ambassador have an attorney. Brand Ambassador further understands that Brand Ambassador must present any claim in arbitration before the statute of limitations expires for that type of claim. 
  25. Selecting Arbitrator. At the beginning of any arbitration process under this arbitration agreement, Brand Ambassador and the Company will need to select an arbitrator by mutual agreement. Such an arbitrator shall be a retired California Superior Court Judge, or another qualified and impartial person that Brand Ambassador and the Company decide upon. In the event the parties cannot agree on the selection of an arbitrator, Brand Ambassador and the Company will select an alternative dispute resolution provider and request from that provider a list of an odd number of potential arbitrators. From that list we will alternatively strike arbitrators, with the Company going first, until one arbitrator is left. That arbitrator shall be the arbitrator who will hear our case. If Brand Ambassador and the Company cannot agree on an alternative dispute resolution provider, an arbitrator will be appointed according to law. 
  26. Procedural Rules. Any arbitration proceeding under this agreement shall proceed under and be governed by the Federal Arbitration Act, in conformity with the procedures of the California Arbitration Act (“Act”), which is found in California Code of Civil Procedure section 1280 and following sections, including section 1283.05 and all of the Act’s other mandatory and permissive rights to discovery. In any arbitration proceeding under this arbitration agreement, all California rules of pleading (including the right of demurrer), all rules of evidence, all rights to resolution of the dispute by means of motions for summary judgment, judgment on the pleadings, and judgment under Code of Civil Procedure Section 631.8 shall apply and be observed, unless Brand Ambassador and the Company agree otherwise. The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or in connection with the arbitration proceedings are privileged in accordance with California Civil Code Section 47(b). The arbitrator’s award(s) shall include the arbitrator’s written reasoned opinion. Resolution of all disputes shall be based solely upon the law governing the claims, and defenses pleaded, and the arbitrator may not invoke any basis (including but not limited to, notions of “just cause”) other than such controlling law. 
  27. Severability. If any term or provision or any portion of this Section (the arbitration agreement) is deemed invalid or unenforceable, it shall be severed and the remainder of this arbitration agreement shall be enforceable. Under no circumstances shall this Section be construed to allow arbitration on a class, collective, or other similar basis, however. 
  28. Review. Brand Ambassador confirms that Brand Ambassador has had time to read this arbitration agreement and ask the Company’s representative any questions Brand Ambassador had prior to signing this agreement. 

  1. Ownership, Distribution and Use of Content, Waiver, Assumption of Risk 
  2. Definition of Content. Brand Ambassador understands, acknowledges, and agrees that Brand Ambassador’s obligation to create and deliver the Services and deliverables specified in the Work Order. These Services and deliverables include, but are not limited to, media, such as videos, photos, pictures, drawings, slides, notes, music, audio clips, to be used by the Brand Ambassador in performing the Services under this Agreement (collectively, “Content”). 
  3. Use of Content. In addition to Brand Ambassador’s obligations to the Company regarding Confidential Information, Trade Secrets, Work Product, Inventions, Assigned Inventions, Moral Rights, as defined in this Agreement, Brand Ambassador grants to the Company a fully paid, royalty-free nonexclusive, irrevocable license to use the Content to the extent necessary to perform its obligations and exercise its rights under this Agreement in perpetuity, throughout the universe, in any and all digital and physical media, whether now known and used, now known and hereafter used, or hereafter known or devised or used, as well as the right to sublicense or assign these rights in its sole discretion (“License”). Brand Ambassador further warrants and represents to the Company the following: 
  4. Brand Ambassador is either the owner of the Content and any copyright therein (as applicable) or the lawful and authorized agent of the owner; 
  5. The use of the Content for the purposes and in the manner described herein will not: (a) infringe upon or violate any trademark, trade name, copyright, artistic rights, moral rights, and/or any other intellectual, proprietary, or other rights of any kind or nature whatsoever of any third party; (b) infringe upon the right of privacy or publicity of any person; (c) constitute libel or slander of any person, violate any applicable law, statute, ordinance, or regulation; or (d) be deemed obscene or pornographic; 

iii. Brand Ambassador’s execution of this Agreement does not and will not violate any agreement to which it is a party or by which it is otherwise bound; 

  1. No further consent is required from any other person or entity to enable the Company to use the Content for the purposes and in the manner described herein; 
  2. No such use will subject the Company to liability for payment of any kind to any other party; 
  3. Brand Ambassador has full right, power and authority to enter into this Agreement and to grant the rights and licenses granted herein. 

vii. Brand Ambassador shall provide a copy of sufficient documentation to demonstrate that he/she/it, and, in turn, the Company, has the rights set forth in this paragraph, and provide the appropriate support of any application for the Company’s copyright of the Content, upon request. 

viii. Brand Ambassador will indemnify and hold the Company and its parents, successors, licensees, and assigns harmless from and against any and all claims, damages, liabilities, costs, and expenses arising out of any breach of this Agreement and/or the foregoing warranties and representations. 

  1. Waiver of Use of Likeness and Expectation of Privacy. In consideration for the mutual promises herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, Brand Ambassador hereby irrevocably grants to the Company together with the Company’s employees, agents, licensees, successors, assigns, and those acting with the Company’s permission or upon its authority (all of whom are referred to below as the “Licensed Parties”) the absolute and unrestricted right and permission to record, copy, reproduce, adapt, edit, summarize, copyright, publish, exhibit, distribute, perform, and otherwise exploit by any and all uses and media, now known or hereafter devised, throughout the universe and forever, the Brand Ambassador’s appearance, name, likeness, image, characteristics, biographical material, statements, and voice in any manner, format, or context whatsoever (collectively, the “Materials”). This grant of rights is made without limitation upon time, place, manner, context, market, or medium of use, and includes without limitation all uses of the Materials in or related to the Content, which Content may be exploited throughout the universe, in perpetuity, by any means, uses, or media, now known or hereafter devised, including, without limitation, all means of consumer video devices, sound recordings, or print, electronic, and/or photo essay materials or publications, and in all types of advertising and promotion of the foregoing and of the services of the Licensed Parties or any of them. 
  2. Brand Ambassador represents and warrants that he/she/it has the right to grant the Licensed Parties all rights set forth in the  paragraph directly above without obtaining permission of, or making any payments to any third party or entity. Brand Ambassador confirms that to the best of his/her/its knowledge, any statements made by the Brand Ambassador in the Materials will be true and will not violate or infringe upon any third party’s rights. Recognizing the Licensed Parties’ reliance upon this agreement, Brand Ambassador hereby irrevocably releases, discharges, and agrees to indemnify and hold harmless the Licensed Parties from and against all actions, damages, costs, liabilities, claims, losses, and expenses (including attorneys’ fees and expenses) to which any of the Licensed Parties may be subject as a result of or in connection with any claim for libel, slander, defamation, or for violation, infringement or invasion of any privacy, publicity, or any other right whatsoever that the Brand Ambassador, or any other person, now has or may ever have from or relating to any use of the Materials. Brand Ambassador agrees that all likenesses of Brand Ambassador used and taken by the Licensed Parties are owned by them and that they may copyright any materials containing the same. 
  3. Brand Ambassador’s Use of Content. Brand Ambassador hereby waives any right to obtain or use the Content without the Company’s written permission. 
  4. Editing. Brand Ambassador hereby waives the right to inspect or approve the finished Content, including any related marketing materials or graphic designs/assets, and any use now or in the future, whether the use is known or unknown to Brand Ambassador. 
  6. Ownership, Distribution and Use of Content. Brand Ambassador understands that the Company intends to “Use,” as defined below, the Content for commercial gain. The Company has no obligation to Use the Content and may, at its sole discretion, delete or remove the Content from any channels, distribution, or publication. 
  7. Ownership of the Content. In addition to Brand Ambassadors obligations to the Company regarding Confidential Information, Trade Secrets, Work Product, Inventions, Assigned Inventions, Moral Rights, as defined in this Agreement, Brand Ambassador hereby agrees that the Company owns exclusively and in perpetuity all rights of every kind and nature in and to the Content including, without limitation, all copyrights in and to the Content and any other productions based on the Content produced hereunder in any and all languages and in any and all media and markets whether now known and used, now known and hereafter used, or hereafter known or devised or used (the “Rights”). Without limiting the generality of the foregoing, the Rights shall in any and all events include, without limitation, all right, title, and interest in and to the Content and the right to fix, reproduce, edit, alter, modify, reformat, encode, encrypt, release, distribute, exhibit, perform, transmit, broadcast, advertise, promote, sublicense, assign, and otherwise exploit such productions by any and all means and in any and all media and markets whether now know whether now known and used, now known and hereafter used, or hereafter known or devised or used, including but not limited to as: (i) “Digital Media” (including but not limited to internet, cable, wire, fiber, satellite, podcast, video on demand, app, wireless, cellular, online, and/or other transmission); (ii) “Physical Media” distribution (including but not limited to print, videotape, DVD, audiotape, or other physical media); and (iii) “Marketing Media” distribution (included, but not limited to trade shows, exhibitions, illustration, promotion, publicity, marketing, advertising, and any other publication) (collectively, the “Use”). 
  8. Intellectual Property Rights of the Content. In addition to Brand Ambassador’s obligations to the Company regarding Confidential Information, Trade Secrets, Work Product, Inventions, Assigned Inventions, Moral Rights, as defined in this Agreement, the Company shall have the right to register copyright in the Content, and in any item into which any portion thereof is incorporated throughout the world, in its own name or in the name of its successors, assignees, or licensees without any obligation to the Brand Ambassador in connection therewith. Brand Ambassador further agrees to assist the Company in every proper way to obtain and enforce copyrights, trademarks, and other legal protections for the Content in any and all countries, and Brand Ambassador will execute any documents that the Company may reasonably request for use in obtaining or enforcing such copyrights, trademarks, or other legal protections. If the Company is unable to secure the Brand Ambassador’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to the Content, whether due to the Brand Ambassador’s mental or physical incapacity or any other cause, the Brand Ambassador hereby irrevocably designates and appoints the Company and each of its duly authorized officers and/or agents as the Brand Ambassador’s agent and attorney-in-fact, to act for and on behalf of the Brand Ambassador to execute and file any such document and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of copyrights, or other rights or protections, with the same force and effect as if executed and delivered by the Brand Ambassador. 
  9. General Terms. 
  10. Entire Agreement. This Agreement (and the various Work Orders issued hereunder) constitutes the complete agreement between the Company and Brand Ambassador with respect to the subject matter hereof, superseding any previous oral or written agreements, arrangements, or understandings between the parties regarding these issues. 
  11. Amendments. Neither this Agreement nor any Work Orders may be amended except by a written instrument signed by both parties. 
  12. Governing Law; Jurisdiction. This Agreement and all Work Orders shall be governed by the laws of the State of California without giving effect to any choice of law or conflict of law rules or provisions (whether of this state or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Subject to the arbitration provision above, the exclusive jurisdiction for any legal proceeding regarding this Agreement or any Work Order shall be in and before the state or federal courts of Marin County, California, and the parties expressly agree that jurisdiction and venue are proper in said courts. The choice of forum set forth in this Section shall be deemed to preclude the enforcement of any action under this Agreement in any other jurisdiction. 
  13. Remedies. Brand Ambassador acknowledges that there is no adequate remedy at law for its failure to comply with the terms of this Agreement or any Work Order. Accordingly, in the event Brand Ambassador fails to comply with these terms, Brand Ambassador acknowledges and agrees that the Company shall have the right, without prejudice to any other rights or remedies available to the Company, to remedy any breach of this Agreement or any Work Order through equitable relief by way of a temporary restraining order or preliminary injunction, and such other alternative relief as may be appropriate, without the necessity of posting any bond or surety, and such relief may be obtained in court pending selection of an arbitrator or completion of arbitration. 
  14. Attorneys’ Fees. The parties agree that in any legal proceeding undertaken to enforce the terms and provisions of this Agreement, the prevailing party shall be entitled to reimbursement of its actual costs and expenses, including without limitation its reasonable attorneys’ fees and expenses, as well as arbitration costs. 
  15. Assignment. As the Company has specifically contracted for Brand Ambassador’s services, Brand Ambassador shall not assign any of its rights or delegate or subcontract any of Brand Ambassador’s obligations under this Agreement or any Work Order without the prior written consent of the Company. 
  16. Successors and Assigns. This Agreement and all Work Orders shall inure to the benefit of the successors and assigns of the Company, and shall be binding upon Brand Ambassador’s heirs, successors, assigns and personal representatives, and each of their respective officers, directors, employees, agents, and other associated with or acting on behalf of said persons. Any references to Brand Ambassador shall include its/his/her heirs, successors, assigns, personal representatives, and each of their respective officers, directors, employees, agents, and others associated with or acting on behalf of said persons. 
  17. Notice. Any notices required or permitted hereunder may be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Notices shall be deemed effective upon receipt regardless of the method of transmittal or, if sent by certified mail, postage prepaid and return receipt requested, to the address set forth below, three (3) days after the date of mailing. 
  18. Confidentiality. The Parties agree to keep the existence and fact of this Agreement, and the terms thereof, completely confidential, and will not hereafter directly or indirectly disclose in any way our publicize the Agreement, unless required by court order. Notwithstanding the foregoing, in order to comply with legal obligations, Brand Ambassador may disclose the existence of the Agreement to his attorneys, accountants, tax preparers, and state and federal taxing authorities, provided that Brand Ambassador shall inform such persons (other than the state and federal taxing authorities) of the Confidentiality provision of this Agreement and obtain their commitment to maintain the confidentiality of this Agreement. 
  19. Non-Disparagement. Brand Ambassador agrees and promises not to undertake any harassing or disparaging conduct directed at Company or the Company’s employees, agents, licensees, successors, assigns, and will refrain from making any negative, detracting, derogatory, or unfavorable statements about the Company or the Company’s employees, agents, licensees, successors, assigns. Brand Ambassador further agrees not to act in any manner that damages the operation or reputation of the Company or the Company’s employees, agents, licensees, successors, assigns. This obligation shall survive the termination of this Agreement. 
  20. Severability; Judicial Modification. Each provision of this Agreement is intended to be severable. If any court of competent jurisdiction, arbitrator or government agency determines that one or more of the provisions of this Agreement, or any part thereof, is or are invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect or impair any other provision of this Agreement, and this Agreement shall be given full force and effect while being construed as if such invalid, illegal or unenforceable provision had not been contained within it. If the scope of any provision in this Agreement is found to be too broad to permit enforcement of such provision to its full extent, Brand Ambassador consents to judicial modification of such provision and enforcement to the maximum extent permitted by law. 
  21. Waivers. No provision in this Agreement may be waived unless such waiver is agreed to in writing signed by Brand Ambassador and by a duly authorized officer of the Company. No waiver by either party hereto of any breach by the other party of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. 
  22. Interpretation. This Agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party, and shall be deemed to have been drafted by both parties. Captions and section headings are used for reference purposes only and should be ignored in the interpretation of this Agreement. 
  23. Acknowledgment. Brand Ambassador and the Company acknowledge that they have had the opportunity to consult with independent counsel of their own choice concerning this Agreement, and they have done so to the extent they deem necessary, and that they have each read and understand this Agreement, are fully aware of its legal effect, and have entered into it voluntarily and freely based on their own judgment and not on any promises or representations other than those contained in this Agreement. Brand Ambassador and the Company understand that their execution below is a representation to one another of their respective beliefs, upon execution, that they mutually assent to Brand Ambassador being classified as an independent contractor and their respective beliefs that Brand Ambassador is properly designated as an independent contractor. Brand Ambassador agrees, warrants, and promises to never claim in any legal proceeding, whether in court, arbitration or before any state or federal agency, that Brand Ambassador has not actually read or understood any of the terms of this Agreement. 
  24. Copy of the Agreement. Brand Ambassador acknowledges that Brand Ambassador has received a fully executed copy of this Agreement.