733 North Kings Road, West Hollywood, CA 90069
PLEASE READ THE ENTIRE STANDARD RELEASE BELOW. THEN COMPLETE THE FORM AND CLICK SUBMIT. WE WILL CONTACT YOU AFTER WE RECEIVE THE 4 PHOTOS REQUESTED IN QUESTION 4.
This Agreement is made effective for all purposes in all respects by and between the Photographer and the person completing this form - hereinafter referred to as the Star. For the purposes of this Agreement, all parties that arrive on Set, or a location where the Photographer is present, that are affiliated with the Star, formally or casually, will also be classified as the Star. The word Photographer can be substituted with the following four job titles: Producer, Cinematographer, Writer, and Director. The Photographer is the person requesting that this Release be completed.
IN WITNESS WHEREOF, this Agreement is executed by the duly authorized representatives of both Parties as of the effective date entered above by the Star:
ENTIRE AGREEMENT: This Agreement contains the entire understanding between the Photographer and the Star. It supersedes all prior and simultaneous agreements between the parties. The only way to change this agreement is to do so in writing, signed by all parties. In the event that any part of this agreement is found to be invalid or unenforceable, the remainder of this agreement shall remain valid and enforceable. Any agreement to waive one or more provisions of this agreement or any failure by one or both parties to enforce a provision of this agreement shall not constitute a waiver of any other portion or provision of this agreement. The following terms and conditions shall also apply to Star’s engagement, relationship and interaction with the Photographer for 99 years.
ART: It is the essence of this Agreement that the Photographer will make an effort to deliver products and services to the Star that are artistically produced with writing, direction, photography, cinematography, sound, music, art, costumes, editing, makeup, and other physical and aesthetic content as agreed upon in this Agreement.
EXPERIENCE: The Photographer may minimize the number of set workers so that the Star can have an uncluttered experience with the Photographer. Although the Star may want the Photographer to demystify the creative process, the Star understands that the sole objective of a creative worksite is work. As a result, the Star hereby agrees to work rather than expect to be pampered like a faux actor oft-parodied in movies about movies.
PREPARATION: Photographer will not begin Project Preparations or make Travel Arrangements until Star’s Full Balance is received, which may include additional Travel Fees for Hotels, Car Rentals, Meals, Rideshares, Equipment Fees, Location Fees, Casting, Set Hires, and Deposits.
RESERVATION: Star’s Reservation is only guaranteed upon receipt of Star’s full, cleared, payment and completed, signed Agreement. Once Star’s full payment and Agreement are received, the Photographer shall reserve the Date and Time Range listed on Page 1. If the Star reschedules, postpones, relocates, delays or cancels the Project; or if there is a breach of contract by the Star, remitted payments shall be liquidated damages to the Photographer and will not be refunded, in whole or in part, nor will remitted payments be exchanged for a Credit. Photographer will not be responsible for any supplemental timelines, itineraries, addendums and/or schedules excluded hereinabove. The Star shall also be responsible for payment for any material(s) charges incurred up to time of cancellation. Delivery of any and all final products is contingent on receipt of Star’s full, cleared balance.
LOCATIONS AND TIMELINES: Photographer guarantees to perform its services only at the specific date, time and location(s) written in this Agreement and makes no claims or guarantees if Star’s Project, Timeline, Location(s), and/or Project Date is changed from that on Page 1.
CANCELLATIONS: Star may withdraw from this Agreement at any time via text that may be confirmed only by a ‘Text Cancellation’, thus voiding this Agreement and all liabilities expressed herein. Upon cancellation, Star will not receive a Credit or a Refund, in part or in whole.
RESPONSE TIME: If the Star does not respond to the Photographer within 24 hours at any point during the Star’s engagement of the Photographer, the Photographer will cancel work on the Project. As a result, the Star will not receive a Product or a Service. Further, the Star will not receive a Credit or a Refund, in part or in whole.
SAFETY & ETHICAL CONDUCT: Photographer reserves the right to terminate all work performance, refuse a Refund/Credit, and/or leave the worksite if the Photographer experiences inappropriate, threatening, hostile, suspicious, odd, derogatory, rude, confrontational, or offensive behavior from the Star or any of his affiliated parties – confirmed or suspected; the Star is accused of an unethical act or statement; or in the event that the safety of the Photographer is in question.
IMAGE CAPTURE: Photographer is not liable to capture or deliver any specific Photos/Video/Audio/Images, quantity of Photos/Video/Audio/Images, duplication of Photos/Video/Audio/Images, series of Photos/Video/Audio/Images, Image Exposure, Image Size, any specific ‘shot’, any ‘style of shot’, any camera movement, any technical requirement, Audio Rendering, Audio Quality, Image Dimension, Image Resolution, Image Aspect Ratio, Image Format, Set Piece, Furniture, Costume, Make Up, Special Effect, Prop, Camera Effect, Visual Effect, Extra, Actor, Location, or Image Color Profile.
IMAGE DELIVERY: All Photos will be digitally delivered in JPEG Format. All Videos will be digitally delivered in .MOV or MPEG4 Format. The Photographer will not assume the cost to Print/Reproduce any Photos/Video/Audio/Poster unless Star has prepaid for a Poster or Photo Print. All physical media will be mailed to Star’s Address listed on Page 1. Flash Drives and/or any other products are considered complete upon delivery. Photos/Video/Audio/Images will be delivered within a time period that the Photographer deems reasonable. The Photographer may deliver Client’s Product via WeTransfer.com or another File Sharing Service. The Photographer may upload Client’s Video onto YouTube.
ARTISTIC CONTROL: The Photographer has ‘Final Cut’, which means he will maintain 100% creative and technical control over all Products and Services. The Photographer’s interpretation of the project shall be deemed 100% acceptable.
POST PRODUCTION AND EDITING: The final Post-Production and Editing Styles, Editing choices, Visuals, Audio, and overall look/sound of the Photos/Video/Audio/Images are left to the sole discretion of the Photographer. The Photographer may insert existing footage or audio into Star’s video.
REVISIONS: After reviewing the Product, the Star can request that the Photographer make further revisions and edits at a rate of $1,000 per hour.
CHANGE OF SCOPE: Star must pay a fee $1,000 per hour if he changes the scope of the project or rewrites any portion of the project.
IMAGE STANDARD: Star understands that a number of variables can affect Photos/Video/Audio/Images quality. ‘Too Much Light, Too Little Light and/or Sound/Noise’ are the most common cause of marginal Photo/Audio quality. Although background noise is the leading factor in poor audio, the Photographer will attempt to provide the best audio quality possible. The Photographer is not responsible for backgrounds, distracting visual/audio elements, or lighting conditions, which may negatively impact or restrict ideal photo/video/audio capture.
COMMUNICATION: Communication is key to any successful relationship. Star agrees to personally call the Photographer if there are any questions or concerns with the Delivered Product/Service and provide the Photographer with an opportunity to cure any issues.
ENGLISH: Star agrees that he will conduct and communicate all correspondence, dialogue, transactions and terms in Modern American English to the Photographer.
DIRECTION: Star understands that Photography is challenging and time sensitive. As a result, Star understands that the Photographer may be critical and aggressive to the Star so that Photographer can deliver the agreed upon product or service in a manner of his choosing. Star agrees not to criticize or question Photographer’s verbage, language, volume, tone, position, or tactics.
EQUIPMENT USE AND LIABILITY: All equipment owned and/or operated on-site by the Photographer to capture Photos/Video/Audio, including but not limited to cameras, lenses, tripods, lights, cables, battery packs, battery chargers, computers, etc. will at all times remain at the Photographer’s sole discretion.
VENUE AND LOCATION LIMITATIONS: The Photographer is limited by the laws and guidelines of the location(s) and site management. The Star agrees to accept the technical results of their imposition on the Photographer. Negotiation with the appropriate Officials for moderation of guidelines is the Star’s responsibility; The Photographer will offer technical recommendations only. The Star is responsible for acquiring all permits and necessary permission for all locations on which the Photographer will be performing services. It is Star’s responsibility to obtain the permission of representatives and/or officials of the hosting venue(s)/location(s) who may limit the Photographer’s coverage of Star’s Assignment. The Photographer will obey all such rules, conditions and/or restrictions, and will not be liable for any consequences these may have on the quality of the finished product or its completion, in whole or in part. The Photographer will not be liable if any on-site factors prevent partial Image/Audio Capture. If any on-site factors should prevent photography entirely, the Photographer shall retain Star’s payments/deposits with no further liability with respect to this Agreement.
CONTINGENCY DAYS: The Photographer will not be liable to Star under any circumstance if his performance is prevented, delayed or impaired by any factor including but not limited to weather, traffic, travel delays, power failure, fire, flood, mudslides, earthquakes, tsunamis, laws, terrorism, Acts of God, legal challenges, pending or impending litigation, incarceration, location restrictions, obtrusive parties, absent/tardy parties, vexatious parties, Authorities, set disruptions, schedule complications, injury, illness, and emotional challenges. In the unlikely event that the Photographer is unable to perform to the guidelines of this contract due to any of the aforementioned reasons, the Photographer’s responsibility and liability is limited to the return of all payments received from Star minus travel and project preparation expenses.
DATA LOSS: In the unlikely event that digital files have been lost, stolen, or destroyed, including but not limited to camera malfunction, hard drive malfunction, or digital malfunction, the Photographer’s liability is limited to the return of all payments received from Star minus travel and project preparation expenses. The limit of liability for a partial loss of data shall be a prorated amount of data lost based on the percentage of total number of data. The Photographer is not liable for the loss of data beyond the final delivery of all products included in the package.
BUDGET CAP: The Project’s Production Budget Cap, including but not limited to permit fees, costumes, extras, props, makeup, location fees, rentals, travel, set worker fees, must be less than 1% of the Product or Service’s First List Price. Alternatively, the Star has the option to pay for additional fees should the Production Budget rise above the 1% Production Budget Cap.
COPYRIGHT: All Photos/Video/Audio/Images created as a result of this Agreement are owned by the Photographer. The Photographer’s ownership rights are protected by Federal Copyright Law (All Rights Reserved) and may not be reproduced in any manner without the Photographer’s explicit written permission. The Photographer permits Star a ‘Limited License’ so that Star can Digitally Publish and Physically Print Photos and/or Videos so long as the Photos and/or Videos remain unaltered. The Star cannot sell Photos and/or Videos in any form - print, digital or cloud -based. When possible, the Photographer appreciates and recommends written credit. Star retains the right to purchase either a Joint or Exclusive Copyright from the Photographer for an additional fee. The Photographer owns the Copyright to all Products and Services created by the Star.
EXHIBITION: The Photographer reserves the right to display any Unedited/Raw, Edited and/or Re-Edited Photos/Video/Audio/Images made in conjunction with this Project for the purposes of generating revenue, window/showroom exhibit, advertising, social media, promotional use, publication, instruction and professional competition.
PLAYBACK AND COMPATIBILITY: The Photographer warrants all products, including but not limited to Flash Drives, and/or any other products to play satisfactorily on equipment owned and operated by the Photographer prior to shipping, and will not be responsible for any incompatibility issues that may arise with Star’s equipment.
ARCHIVAL: The Photographer does not provide Digital Storage and/or Archival Services following Product Delivery as stated on Page 1. It is Star’s choice to archive Star’s Photos/Video/Audio/Images and/or any other Products, and to handle Products with extreme care, and to store them in a safe, climate controlled environment. The Photographer does not offer warranties and/or product replacement guarantees of any kind for any products.
MODEL RELEASE: The Star hereby assigns the Photographer the irrevocable and unrestricted right to use and publish Photos/Video/Audio/Images of the Star or in which the Star may be included, for Sales, Editorial, Trade, Advertising, Educational and any other purpose and in any manner and medium; to alter the same without restriction; and to Copyright the same without restriction. The Star releases all claim to Revenue and Credit that may arise from use of Photos/Video/Audio/Images of the Star.
SET PHOTOS: The Star hereby agrees not to publish or disseminate any Photos/Video/Audio/Images of the Photographer without his written permission. The Star further agrees not to ask the Photographer to pose for a photo/video. The Star agrees not to record any Photos/Video/Audio/Images of the Set or Set Workers.
OVERTIME: The Photographer will not bill for Overtime if Page 1 lists no Time Range. The Star and the Photographer agree that cooperation and punctuality are essential for success. Shooting will commence promptly at the scheduled ‘Start Time’. Shooting will conclude at the scheduled ‘End Time’. Please note that retaining the Photographer for time over that which is listed on Page 1 will incur additional charge(s). The Photographer bills ‘Per Hour Per Set Worker’ at a rate of 25% of the ‘Custom Rate’. Additional charges will be added to Star’s remaining balance and must be paid in full prior to final product delivery. The Star agrees to send the Photographer in writing (a text or email) on Location to confirm his retention for Overtime.
MEAL: Star agrees to provide a seat for Photographer with full meal service at a table within Star’s Venue that is of equal or better quality to that of the Star. If no meal is provided, a Meal Break lasting approximately one hour will be taken off site at the sole discretion of the Photographer around the start of Meal Service. Star permits the Photographer to consume food and beverages at his leisure while performing his contracted services. Star agrees not to criticize, question or comment on Photographer’s food or beverage consumption. Photographer will not record/shoot any Photos/Video/Audio/Images of the Star or his Guests as they eat or drink. Photographer will not capture individuals that appear ‘drunk’ to him. Photographer will cease work on the assignment when it appears a percentage of Guests are ‘drunk’ to him. The Photographer is authorized to order Hotel Room Service at the Star’s expense.
DRESS CODE: Star authorizes the Photographer to wear whatever attire he so chooses. Unless Star requests a specific attire for the Photographer via email before signing this agreement, Star agrees not to criticize, question or comment on Photographer’s appearance or attire.
ENTERTAINMENT INDUSTRY: The Star understands that the Entertainment Industry is a non-traditional environment and must be comfortable with being exposed to and participating in situations that will often present themselves during the course of their engagement with the Photographer. The Entertainment Industry will present the Star with unique and unusual situations, which may be considered offensive, indecent or unacceptable by some. As a result, the Star consents to participate in and/or witness violent, provocative, disturbing, sexual and other explicit images, videos, audio recordings, acts, actions, and content.
INDEPENDENT CONTRACTOR: Star is not Photographer’s Employee. Star must lawfully file taxes.
INDEMNIFICATION: If the Star does something that gets the Photographer sued, or breaks any of the promises in this Agreement, Star agrees to defend, indemnify, and hold Photographer harmless from all liabilities, claims, and expenses (including all Attorney Fees and Legal Costs) that arise from or relate to Star’s use or misuse of the Photographer’s Services/Products. The Photographer reserves the right to assume the exclusive defense and control of any matter otherwise subject to this indemnification clause, in which case Star agrees to cooperate and help us in asserting any defenses. Star agrees to save, indemnify, pay and hold the Photographer, his Affiliates and/or Assignees harmless in connection with any and all claims, demands, debts, liabilities, liens, charges, losses, obligations, promises, acts, agreements, representations, costs, expenses (including, without limitation, Attorney’s Fees), damages, suits, actions and causes of action (in law, equity or otherwise) of whatever kind or nature that arise from their conduct. Star shall indemnify Photographer against all claims and expenses arising from uses for which the Star does not have rights to or authority to use. The Star will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, sound, video, film, photos, design, animation, and branded content.
LIMITATION OF LIABILITY: To the extent permitted by applicable law, the Photographer, including his Covered Entities (his affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, romantic partners, attorneys, relatives, friends, assistants, day and representatives) is not liable, and you agree not to hold them responsible, for any indirect, incidental, punitive, consequential, general, special, or exemplary damages of any kind, including but not limited to damages (i) resulting from your access to, use of, or inability to access or use the Services/Products; (ii) for any lost profits, data loss, or cost of procurement or substitute Products or Services; (iii) for any conduct of content of any third party; (iv) for any action or inaction. In no event shall our liability for direct damages or consequential damages exceed (in the aggregate) One United States Dollar ($1.00). In addition, to the extent permitted by applicable law, the Photographer excludes all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
STAR’S RELEASE: In consideration of the covenants and obligations set forth herein, Star hereto fully and forever releases and discharges the Photographer from any and all claims, liabilities, rights, demands, actions and causes of action, of every kind and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, asserted in, or which could have been asserted in a subject action. Star releases and discharges set forth above also apply to all past, present and future parties affiliated with the Photographer such as: other Photographers, Assigns, Writers, Producers, Editors, Cinematographers, Photography Assistants, Directors, Volunteers, Board Members, Officers, Shareholders, Business Partners, Associates, Employees, Agents, Servants, Insurers, Predecessors, Trustees, Parent Companies, Sister Companies, Subsidiaries, Successors, Relatives, Friends, Romantic Partners, Accountants, Representatives, Assistants, and Attorneys.
STAR’S WAIVER OF CALIFORNIA CIVIL CODE SECTION 1542: Star specifically waives the benefits of the application of CCP § 1542 and certifies that Star has read, comprehended and accepted the following provision of CCP § 1542 which provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in her favor at the time of executing the release, which if known by her must have materially affected her agreement with the Defendants.” Star acknowledges and agrees that the Release set forth herein is a general release and further expressly waives and assumes the risk of any and all Claims for Damages which exist as of this date but which he does not know or expect to exist, whether through ignorance, fraud, oversight, error, negligence, inaccurate information, malice, civil torts, criminal activity, deceptive marketing, false advertising, false facts, or otherwise, and which, if known, would materially affect his decision to enter this Agreement.
DOCUMENTS: Delivery of any and all final Products/Services including but not limited to edited Photos/Video/Audio/Images are contingent on receipt of Star’s full, cleared balance, which may include additional charges for additional services (ex: additional shooting) as commissioned by Star, and/or incidental charges incurred. Star has no right to additional consideration or accounting privileges, and that Star will make no further claim or request to the Photographer. Star and his Covered Entities hereby agree not to request or subpoena any document, media or item including but not limited to a receipt, expense list, invoice, schedule, sales sheet, video, audio, verification form, or contact sheet from the Photographer. Star and his affiliated parties agree not to depose the Photographer that involves any resolved or unresolved incident.
INSURANCE: Star shall obtain, pay for and maintain Medical Insurance that covers any physical, mental, emotional, financial injuries that may occur to the Star during his engagement of the Photographer at no cost to the Photographer. Star shall obtain, pay for and maintain Liability Insurance (Errors and Omissions Liability) that covers intellectual property right infringement(s) that arise from any and all uses of Photographer’s Products and/or Services at no cost to the Photographer. The Star’s supplied Insurance will be deemed to be the primary coverage and issued on a non-contributory basis. Star’s Umbrella Liability Limit will be $20,000,000.00 - Twenty Million United States Dollars. Star will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Star’s Insurance Coverage. Star will indemnify, defend and hold harmless Photographer for any and all claims, demands, actions including defense costs and attorney’s fees for claims arising from any intellectual property right infringement(s) or physical, mental, emotional, financial injuries and the failure of Star’s Insurance to cover those. The Star will not ask the Photographer or his Covered Entities to compensate him if the Star sustains any injuries, damages or a loss of income on any property or worksite affiliated with the Photographer, whether or not the injuries, damages or a loss of income are caused directly or indirectly by the Photographer or any of his Covered Entities.
CONFLICTS WITH OTHER AGREEMENTS: This Agreement is in addition to, and does not nullify, any other Agreement between the Parties. In the case of any direct conflict between this Agreement and other Agreement, this Agreement controls but only to the extent applicable to the conflicting provisions.
COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which is be deemed an original and all of which together constitutes one fully executed agreement.
CAPTIONS: The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.
FULL DISCLOSURE AND TRANSPARENCY: Under California Evidence Code Section 1123, this Agreement is open for Public Inspection and is admissible as evidence in future proceedings because all Parties have agreed to its’ disclosure. A copy of this Agreement may be used in any future Action or Proceeding.
CONFIDENTIAL INFORMATION: In this unilateral Agreement, the party who is requesting the Non-Disclosure from the other party shall be referred to as the Photographer and the party who is agreeing not to disclose shall be referred to as the Star. Star will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Star, or divulge, disclose, sell, or communicate in any manner any information or observations about the Photographer, parties affiliated with the Photographer, or ventures related to the Photographer. Star will protect such information and treat it as strictly confidential. Star will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Star, or divulge, disclose, sell, or communicate in any manner any information that is proprietary to the Photographer. The obligation of Star not to disclose any information shall continue for a period of 99 years after the effective date of this Agreement.
NON-DISCLOSURE COVENANT: For a period of 99 years after the effective date of this Agreement, Star will not provide directly or indirectly, or solicit business from, or attempt to sell, license or provide the same or similar products, services or intellectual property as are now provided to, any customer or potential customer of the Photographer. For a period of 99 years after the effective date of this Agreement, Star will not directly or indirectly solicit, induce or attempt to induce any employee or party affiliated with the Photographer to terminate their employment with the Photographer. For a period of 99 years after the effective date of this Agreement, Star will not directly or indirectly contact, befriend, solicit, induce, hire, ingratiate themselves or attempt to directly or indirectly contact, befriend, solicit, induce, hire, ingratiate themselves with any party affiliated with the Photographer.
LAW: Star represents and warrants that he will abide by all ordinances and regulations and comply with all local, municipal, federal, state, and city laws.
ESPIONAGE: The Photographer will file suit against the Star if the Photographer feels that the Star is attempting to gather information about the Photographer or ventures related to the Photographer for the purposes of, but not limited to, serving as a Saboteur, Witness, Mole, Investigator, Researcher, or Confidential Informant against the Photographer. The Star hereby agrees that the Photographer will not be required to present the court with any evidence that the Star has colluded with third parties or that espionage has occurred.
RELIEF: Star hereby authorizes the Photographer to seek Ex-Parte Relief - injunctive, declarative or otherwise - without Notice to the Star or his Covered Entities to remedy any incident that may arise involving this Agreement.
CALIFORNIA LAW: The validity and interpretation of this Agreement shall be construed in accordance with the laws of California. Any legal action relating or arising out of this Agreement or the services provided by the Photographer and/or his Covered Entities shall be filed in a State or Federal Court of competent jurisdiction in either Santa Monica or Downtown Los Angeles in California. Regardless of which party(s) or person(s) prevails in any legal action, arbitration or other judicial, quasi-judicial or extra-judicial proceeding related to any dispute arising from this Agreement, Star agrees to bear all Attorney Fees, Court Fees and Legal Costs for the Photographer, as well as all Plaintiffs, Defendants, Witnesses, Court Reporters, Arbitrators, Investigators, and Legal Experts. Star hereby irrevocably waives any right to a Jury Trial in any dispute, action, or proceeding and agrees to a Bench Trial.
BINDING EFFECT: Unless otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, beneficiaries, successors and assigns. Each party represents that all required authorizations for its execution of this Agreement necessary to make this instrument binding in accordance with its terms against such party have been obtained and are in effect.
NO WAIVER OF RIGHTS: If either Party fails to enforce any of the provisions of this Agreement or fails to exercise any right or election provided in this Agreement, it will not be considered to be a waiver of those provisions, rights or elections or affect the Agreement’s validity. The failure of either Party to exercise any of these provisions, rights or elections will not preclude or prejudice that Party from later enforcing or exercising the same or any other provision, right or election that it may have under this Agreement.
REVIEW: Star is welcome to review the Photographer - verbally, in writing or other means. However, Star must include all information deemed relevant by the Photographer in the Review. Star agrees to furnish Photographer with the Review before the Review is disseminated so that the Photographer can address any inaccuracies, misleading statements, misrepresentations of truths and/or omissions in the Review. Star permits the Photographer to determine the appropriate response time so that Photographer can address Star’s Review in the most effective manner possible. If the Photographer and Star are unable to agree to every single word in Star’s Review, then Star agrees to pay an Arbitrator, of the Photographer’s choosing, to resolve the disputed words in Los Angeles. Should any dispute arise relating to Star and/or the Photographer, Star agrees to pay 100% of the Photographer’s Legal Fees and bear 100% of Star’s Legal Fees. Star agrees to hold Photographer and all of his Affiliates harmless from any claim, liability, loss, damages, or expense resulting from any resolved or unresolved incident.
PENALTY: Should Star breach any promise, portion or provision of this Agreement, Star agrees to pay the Photographer $100,000,000.00 - One Hundred Million United States Dollars - within 5 days of said breach.