1

Allen, Louise

From: Allen, LouiseSent: Tuesday, January 14, 2014 1:26 PMTo: 'Gail Porter'; Jones, Ruth; Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Herrera,

Terri; Barnes, BritianeySubject: RE: QL SHOW -- Letter Agreement For Miraval Segment

Please send us a signed copy of both the location agreement and the accommodation/services agreement for our files.  

Thanks,  Louise Allen Risk Management T:  (519) 273‐3678  

From: Gail Porter [mailto:Gail.Porter@QLshow.com] Sent: Tuesday, January 14, 2014 12:32 PM To: Allen, Louise; Jones, Ruth; Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: Re: QL SHOW -- Letter Agreement For Miraval Segment Hi Louise‐  Attached is the COI we provided to Miraval. It's for the location agreement between us and Miraval. We have sent Miraval our standard location agreement.   I highlighted the insurance provision in the promotion agreement because I thought you'd insert language for what RM requires. It's from the form we used for the non‐profit that donated a house to a guest.   Since we're scheduled to arrive tomorrow, can you insert insurance language that RM absolutely requires. Time is of the essence.  Thanks! 

 

From: <Allen>, Louise <Louise_Allen@spe.sony.com> To: Gail Porter <gail.porter@qlshow.com>, "Jones, Ruth" <Ruth_Jones@spe.sony.com>, "Carretta, Annemarie" <Annemarie_Carretta@spe.sony.com>, "Luehrs, Dawn" <Dawn_Luehrs@spe.sony.com>, "Zechowy, Linda" <Linda_Zechowy@spe.sony.com>, "Herrera, Terri" <Terri_Herrera@spe.sony.com>, "Barnes, Britianey" <Britianey_Barnes@spe.sony.com> Subject: RE: QL SHOW ‐‐ Letter Agreement For Miraval Segment  

Gail … is Miraval only providing accommodation, shuttle service to/from airport and comping standard resort activities (spa, aerial yoga, ziplining, etc.)?  Where did the insurance requirements come from as they don’t seem typical for this type of agreement?   Since the original insurance wording favors us, I left it in the agreement but revised it somewhat (and corrected a typo in schedule A).  We can make further changes to this paragraph if Miraval has issues with paragraph 8.  

1

Allen, Louise

From: Allen, LouiseSent: Tuesday, January 14, 2014 1:27 PMTo: Luehrs, Dawn; Allen, LouiseSubject: Conversation with Luehrs, Dawn

Allen, Louise [1:22 PM]: do we need to involve safety or notify underwriters about people ziplining in Arizona on QL

Luehrs, Dawn [1:22 PM]: They are already on it .. haven't you seen those e-mails from John? subject line is Cover Girl/Pantene Integration

Allen, Louise [1:24 PM]: ah ... i didn't realize the cover girl/pantene string pertained to the same event i guess i will incorporate into my string for spidr? or should it be separate?

Luehrs, Dawn [1:25 PM]: yep - separate. We are waiting to hear back from AON re participants coverage

Allen, Louise [1:25 PM]: ok ... so you are handling Pantene then and I'll stick with the resort i'll just put a note in my file to cross reference

Luehrs, Dawn [1:26 PM]: sounds good

1

Allen, Louise

From: Allen, LouiseSent: Tuesday, January 14, 2014 1:10 PMTo: 'Gail Porter'; Jones, Ruth; Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Herrera,

Terri; Barnes, BritianeySubject: RE: QL SHOW -- Letter Agreement For Miraval SegmentAttachments: Miraval - QL (GP&LA)(Revised).docx

In that case, we will leave in the insurance requirements.  I adjusted them somewhat.  Please use this version of the agreement.  

Thanks,  Louise Allen Risk Management T:  (519) 273‐3678  

From: Gail Porter [mailto:Gail.Porter@QLshow.com] Sent: Tuesday, January 14, 2014 1:01 PM To: Allen, Louise; Jones, Ruth; Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: Re: QL SHOW -- Letter Agreement For Miraval Segment yes 

 

From: <Allen>, Louise <Louise_Allen@spe.sony.com> To: Gail Porter <gail.porter@qlshow.com>, "Jones, Ruth" <Ruth_Jones@spe.sony.com>, "Carretta, Annemarie" <Annemarie_Carretta@spe.sony.com>, "Luehrs, Dawn" <Dawn_Luehrs@spe.sony.com>, "Zechowy, Linda" <Linda_Zechowy@spe.sony.com>, "Herrera, Terri" <Terri_Herrera@spe.sony.com>, "Barnes, Britianey" <Britianey_Barnes@spe.sony.com> Subject: RE: QL SHOW ‐‐ Letter Agreement For Miraval Segment  

Are people going to be ziplining, etc?    Thanks, Louise Allen Risk Management T:  (519) 273‐3678  

From: Gail Porter [mailto:Gail.Porter@QLshow.com] Sent: Tuesday, January 14, 2014 12:32 PM To: Allen, Louise; Jones, Ruth; Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Herrera, Terri; Barnes, Britianey Subject: Re: QL SHOW -- Letter Agreement For Miraval Segment Hi Louise‐  

2

Attached is the COI we provided to Miraval. It's for the location agreement between us and Miraval. We have sent Miraval our standard location agreement.    I highlighted the insurance provision in the promotion agreement because I thought you'd insert language for what RM requires. It's from the form we used for the non‐profit that donated a house to a guest.    Since we're scheduled to arrive tomorrow, can you insert insurance language that RM absolutely requires. Time is of the essence.   Thanks!

 

From: <Allen>, Louise <Louise_Allen@spe.sony.com> To: Gail Porter <gail.porter@qlshow.com>, "Jones, Ruth" <Ruth_Jones@spe.sony.com>, "Carretta, Annemarie" <Annemarie_Carretta@spe.sony.com>, "Luehrs, Dawn" <Dawn_Luehrs@spe.sony.com>, "Zechowy, Linda" <Linda_Zechowy@spe.sony.com>, "Herrera, Terri" <Terri_Herrera@spe.sony.com>, "Barnes, Britianey" <Britianey_Barnes@spe.sony.com> Subject: RE: QL SHOW ‐‐ Letter Agreement For Miraval Segment   Gail … is Miraval only providing accommodation, shuttle service to/from airport and comping standard resort activities (spa, aerial yoga, ziplining, etc.)?  Where did the insurance requirements come from as they don’t seem typical for this type of agreement?   Since the original insurance wording favors us, I left it in the agreement but revised it somewhat (and corrected a typo in schedule A).  We can make further changes to this paragraph if Miraval has issues with paragraph 8.   Thanks, Louise Allen Risk Management T:  (519) 273‐3678  

From: Gail Porter [mailto:Gail.Porter@QLshow.com] Sent: Monday, January 13, 2014 9:58 PM To: Jones, Ruth; Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Allen, Louise; Herrera, Terri; Barnes, Britianey Subject: QL SHOW -- Letter Agreement For Miraval Segment

Ladies-

Attached for Sony legal and risk management review is a draft of an agreement between Trackdown and Miraval Resort Arizona in connection with this week's shoot at Miraval.

I am sorry for sending so late; however, we need to get this to Miraval and signed as soon as possible. We are set to arrive at Miraval on Thursday. We will also have Mirval sign our standard location release.

January 13, 2014 VIA EMAIL: [dwendell@mirvalresorts.com] Miraval Resort Arizona, LLC 5000 East Via Estancia Miraval Catalina, AZ 85739

Re: Miraval Resort Arizona, LLC Letter Agreement – Show #1085

Dear Ms. Wendell: This letter agreement (the “Agreement”) sets forth the understanding and agreement by and between Trackdown Productions, Inc. ("Producer"), producers of The Queen Latifah Show (the "Program"), and Miraval Resort Arizona, LLC (“Company”) regarding an upcoming episode of the Program to be photographed, filmed and/or recorded at Company’s property located in Tuscon, Arizona (the “Location”). For good and valuable consideration, receipt of which is hereby acknowledged, the Producer and Company (each, a “Party” and collectively, the “Parties”) hereby agree as follows: 1. Services. Company shall provide the services set forth in Schedule A (individually and collectively, the “Services”), attached hereto and incorporated herein by this reference. Except as otherwise set forth in Schedule A, the Services shall be provided at Company’s sole costs and expense. 2. In-Show Promotion. Provided Company has provided the Services as set forth in Schedule A, Producer shall include the following in the Program, the actual length, scope and placement of which to be determined by Producer in its sole discretion: (a) a verbal mention for Company, or (b) a mutually approved Company visual. Additionally, Producer shall accord Company a “Special Thanks” in the end credits of the Program; provided, however, the casual or inadvertent failure by Producer to accord Company such “Special Thanks” shall not constitute a breach hereof. 3. Ownership. Producer, its successors, assigns and licensees shall own all rights (including, without limitation, copyrights) of every kind in and to all video and sound recordings, motion pictures or photographs made, recorded and/or developed in connection with the Program (collectively, the “Recordings”), in any and all media now known or hereafter devised or discovered, throughout the world in perpetuity. 4. Use of Trademark(s). Company hereby grants to Producer the perpetual, irrevocable right and license to distribute, broadcast, promote, publicize, advertise and otherwise exploit the Company’s trademarks, trade names and/or logos (the “Company Marks”) in connection with the Program, on a gratis basis, throughout the universe, in any and all manners, formats and media, whether now known or hereafter devised, in and in connection with the Program.

5. Advertising and Promotion. Company acknowledges and agrees that it shall not and cannot use Producer’s name, logos, or other intellectual property (including, without limitation, footage from the Program), Queen Latifah’s name, voice, picture or likeness for any advertising or promotional purposes without first obtaining the written permission of Producer. Specifically, Company agrees not to use Producer's name or trademark, Queen Latifah’s name, a quote or footage from the Program or a quote from Queen Latifah on its website, in any publication or in connection with marketing or advertising, or in connection with any book or other publication, product or service (including internet or other on-line computer communication services) without Producer’s prior written approval. Further, Company hereby agrees not to use the phrase “As seen on The Queen Latifah Show,” or similar statements, in any promotional or advertising material or on its website. 6. Representations and Warranties. Company hereby represents and warrants (i) that it has the full right and authority to make and enter into this Agreement and to grant Producer the rights set forth herein, (ii) that it will fulfill its obligations hereunder in accordance with all applicable laws and regulations, and (iii) that the consent of no other party is necessary in order to effectuate the full and complete permissions granted by Company herein.

Miraval Resort Arizona, LLC Page 2 7. Indemnification. Company shall indemnify, defend and hold harmless Producer and its parent(s), subsidiaries, licensees, successors, related and affiliated parties and their directors, officers, employees, agents, representatives, assigns and affiliates from and against any and all actions, causes of action, claims, demands, liabilities, losses, judgments, damages or expenses and charges of any kind or nature, reasonable outside attorney’s fees and other costs, expenses and charges that Producer may at any time incur, sustain, or become subject to by reason of any claim or claims: (i) arising out of a material breach of any warranty or representation made by Company herein; (ii) arising from a failure by the Company to comply with any applicable federal, state or local law, rule, regulation, ordinance or order, unless caused by Producer; (iii) arising from the use of the Company Marks, or copyright or other proprietary right provided by Company to Producer in connection with the Program; (iv) arising from any bodily injury, death or property damage claims or losses incurred in connection with the Services; (v) arising out of the negligence or willful misconduct of Company; and/or (vi) arising out of or in any way connected to the Services. 8. Insurance. Company will procure and maintain at its own cost and expense (a) a Commercial General Liability policy and, if applicable, a following form Excess/Umbrella Liability policy to include coverage for Contractual Liability and Products and Completed Operations in combined limits of $3,000,000 per occurrence and $4,000,000 in the aggregate; (b) an Automobile Liability policy and, if applicable, a following form Excess/Umbrella Liability policy in combined limits of $3,000,000 per occurrence and $4,000,000 in the aggregate; (c) a Worker’s Compensation policy with statutory limits in the applicable territory and (d) an Employer’s Liability policy with limits of $1,000,000. Company’s aforementioned policies will contain a Waiver of Subrogation endorsement in favor of Producer, its Parent(s), Subsidiaries, Licensees, Successors, Related and Affiliated Companies, and their Officers, Directors, Employees, Agents, Representatives & Assigns. Producer, its Parent(s), Subsidiaries, Licensees, Successors, Related and Affiliated Companies, and their Officers, Directors, Employees, Agents, Representatives & Assigns will be endorsed as additional insureds as their interests may appear under said liability policies. These liability policies will be endorsed to be primary insurance and any insurance maintained by the additional insureds is non-contributory. Should the policies be cancelled before the expiration date thereof, a notice will be delivered in accordance with the applicable policy’s provisions. The Company’s insurance carrier(s) will have an A-:VII or better and will be licensed to do business in the State of California. Company’s liability insurance shall include coverage for any of its contractors or subcontractors supplying services or products to Producer hereunder. A certificate of insurance and the endorsements will be delivered to Producer prior to Company rendering any services to Producer the presentation of the Giveaway to the Recipient and no later than five (5) business days after the execution of this Agreement. 9. Miscellaneous. This Agreement and all collaterally related issues shall be governed by and construed in accordance with the laws of the State of California. This Agreement represents the entire understanding between the Parties hereto with respect to the subject hereof, supersedes all prior written and oral representations and cannot be modified orally. The Parties hereto agree to keep the terms of this Agreement and/or the negotiations that lead up to its signature confidential. Company shall keep confidential any confidential business information relating to Producer and/or the Program. If Company or the Recipient is the subject of adverse publicity, then Producer may elect to terminate this Agreement. Nothing contained herein shall place the Parties in the relationship of partners, joint venturers, principal-agent, or employer-employee and neither Party shall have any right to obligate or bind the other in any manner whatsoever. All alterations, changes, modification, notices, requests, or other communications to be given by either Party hereto shall be in writing to the addresses set forth above.

10. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held in Los Angeles, County, California, before a single arbitrator, in accordance with California Code of Civil Procedure §1280 et seq. The arbitrator shall be selected by mutual agreement of the Parties or, if the Parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The Parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). Nothing in this paragraph shall affect either Party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. 11. Remedies. In the event of any breach by Producer of this Agreement, Company’s rights shall be limited to

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Miraval Resort Arizona, LLC Page 3 recovery of damages, if any in an action at law, and in no event shall Company be entitled to terminate or rescind this Agreement or to enjoin, or seek to enjoin, the production, distribution, exploitation, marketing or promotion of the Program.

12. Signatures. A signed copy of this Agreement delivered by facsimile transmission or email in Adobe Acrobat format, shall for all purposes be treated as if it were delivered containing an original manual signature of the Party whose signature appears in the facsimile or emailed Adobe Acrobat format, and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered. This Agreement may be executed in counterparts, each of which together shall constitute one and the same Agreement. 13. Assignment. Company may not assign its obligations under this Agreement to any other person, firm or corporation without the express written consent of Producer. 14. Location Agreement. The parties shall enter into a separate location agreement regarding Producer’s photographing, filming and/or taping its guests in connection with an episode of the Program at the Location (the “Location Agreement”). In the event of conflict between the terms and conditions of this Agreement and the terms and conditions of the Location Agreement, the terms and conditions contained herein shall apply. 15. Complete agreement, waiver and invalidity. This Agreement sets forth the entire agreement between the Parties, superseding any and all prior verbal or written communications with respect to the terms hereof. No consent to or waiver of any breach or default in the performance of any obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default of the performance of any of the same or other obligations hereunder. If any provision of this Agreement shall, in whole or in part, prove to be invalid for any reason, such invalidity shall not affect the remainder of this Agreement, which shall stand as if such invalid provision, or invalid portion thereof, had not been a part hereof. If the above meets with your approval, please indicate the same by signing in the space provided below. Sincerely,

TRACKDOWN PRODUCTIONS, INC. By: ______________________________ AGREED TO AND ACCEPTED: ____________________________________ MIRAVAL RESORT ARIZONA, LLC Please Print Name By: _______________________________ Title:_______________________________

___________________________________ Date:_______________________________ Please Print Name Title________________________________ Date:_______________________________ ____________________________________

Address ____________________________________ City and State ____________________________________ Zip Code

Miraval Resort Arizona, LLC Page 4

SCHEDULE A

1. Services: The Services to be provided by Company shall consist of the following:

a. Three (3) rooms for three (3) persons, commencing on January 15, 2014 and ending on January 19, 2014;

b. Up to fifteen (15) rooms for up to fifteen (15) additional persons, commencing on January 16, 2014 and ending on January 19, 2014;

c. Round-trip ground transportation on Company’s airport shuttle between the Location and Tuscon International Airport for eighteen (18) persons;

d. One (1) to be determined spa service for three (3) persons (i.e., three (3) spa services in the aggregate);

e. Access to all free services for eighteen (18) persons; and f. Participation by four (4) persons in the following Company-provided activities:

i. Dance Fusion ii. Face to Face

iii. Desert Sky Zipline Experience iv. Quantum Leap v. Aerial Yoga

2. Fees: Company shall charge Producer a fee of $349.00 per night per room, which shall include

accommodations, food and drink per room occupant. All other Services shall be provided on a gratis basis.

1

Allen, Louise

From: Allen, LouiseSent: Tuesday, January 14, 2014 11:45 AMTo: 'Gail Porter'; Jones, Ruth; Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Herrera,

Terri; Barnes, BritianeySubject: RE: QL SHOW -- Letter Agreement For Miraval SegmentAttachments: Miraval - QL (GP &LA).docx

Gail … is Miraval only providing accommodation, shuttle service to/from airport and comping standard resort activities (spa, aerial yoga, ziplining, etc.)?  Where did the insurance requirements come from as they don’t seem typical for this type of agreement?  Since the original insurance wording favors us, I left it in the agreement but revised it somewhat (and corrected a typo in schedule A).  We can make further changes to this paragraph if Miraval has issues with paragraph 8.  

Thanks,  Louise Allen Risk Management T:  (519) 273‐3678  

From: Gail Porter [mailto:Gail.Porter@QLshow.com] Sent: Monday, January 13, 2014 9:58 PM To: Jones, Ruth; Carretta, Annemarie; Luehrs, Dawn; Zechowy, Linda; Allen, Louise; Herrera, Terri; Barnes, Britianey Subject: QL SHOW -- Letter Agreement For Miraval Segment

Ladies-

Attached for Sony legal and risk management review is a draft of an agreement between Trackdown and Miraval Resort Arizona in connection with this week's shoot at Miraval.

I am sorry for sending so late; however, we need to get this to Miraval and signed as soon as possible. We are set to arrive at Miraval on Thursday. We will also have Mirval sign our standard location release.

January 13, 2014 VIA EMAIL: [dwendell@mirvalresorts.com] Miraval Resort Arizona, LLC 5000 East Via Estancia Miraval Catalina, AZ 85739

Re: Miraval Resort Arizona, LLC Letter Agreement – Show #1085

Dear Ms. Wendell: This letter agreement (the “Agreement”) sets forth the understanding and agreement by and between Trackdown Productions, Inc. ("Producer"), producers of The Queen Latifah Show (the "Program"), and Miraval Resort Arizona, LLC (“Company”) regarding an upcoming episode of the Program to be photographed, filmed and/or recorded at Company’s property located in Tuscon, Arizona (the “Location”). For good and valuable consideration, receipt of which is hereby acknowledged, the Producer and Company (each, a “Party” and collectively, the “Parties”) hereby agree as follows: 1. Services. Company shall provide the services set forth in Schedule A (individually and collectively, the “Services”), attached hereto and incorporated herein by this reference. Except as otherwise set forth in Schedule A, the Services shall be provided at Company’s sole costs and expense. 2. In-Show Promotion. Provided Company has provided the Services as set forth in Schedule A, Producer shall include the following in the Program, the actual length, scope and placement of which to be determined by Producer in its sole discretion: (a) a verbal mention for Company, or (b) a mutually approved Company visual. Additionally, Producer shall accord Company a “Special Thanks” in the end credits of the Program; provided, however, the casual or inadvertent failure by Producer to accord Company such “Special Thanks” shall not constitute a breach hereof. 3. Ownership. Producer, its successors, assigns and licensees shall own all rights (including, without limitation, copyrights) of every kind in and to all video and sound recordings, motion pictures or photographs made, recorded and/or developed in connection with the Program (collectively, the “Recordings”), in any and all media now known or hereafter devised or discovered, throughout the world in perpetuity. 4. Use of Trademark(s). Company hereby grants to Producer the perpetual, irrevocable right and license to distribute, broadcast, promote, publicize, advertise and otherwise exploit the Company’s trademarks, trade names and/or logos (the “Company Marks”) in connection with the Program, on a gratis basis, throughout the universe, in any and all manners, formats and media, whether now known or hereafter devised, in and in connection with the Program.

5. Advertising and Promotion. Company acknowledges and agrees that it shall not and cannot use Producer’s name, logos, or other intellectual property (including, without limitation, footage from the Program), Queen Latifah’s name, voice, picture or likeness for any advertising or promotional purposes without first obtaining the written permission of Producer. Specifically, Company agrees not to use Producer's name or trademark, Queen Latifah’s name, a quote or footage from the Program or a quote from Queen Latifah on its website, in any publication or in connection with marketing or advertising, or in connection with any book or other publication, product or service (including internet or other on-line computer communication services) without Producer’s prior written approval. Further, Company hereby agrees not to use the phrase “As seen on The Queen Latifah Show,” or similar statements, in any promotional or advertising material or on its website. 6. Representations and Warranties. Company hereby represents and warrants (i) that it has the full right and authority to make and enter into this Agreement and to grant Producer the rights set forth herein, (ii) that it will fulfill its obligations hereunder in accordance with all applicable laws and regulations, and (iii) that the consent of no other party is necessary in order to effectuate the full and complete permissions granted by Company herein.

Miraval Resort Arizona, LLC Page 2 7. Indemnification. Company shall indemnify, defend and hold harmless Producer and its parent(s), subsidiaries, licensees, successors, related and affiliated parties and their directors, officers, employees, agents, representatives, assigns and affiliates from and against any and all actions, causes of action, claims, demands, liabilities, losses, judgments, damages or expenses and charges of any kind or nature, reasonable outside attorney’s fees and other costs, expenses and charges that Producer may at any time incur, sustain, or become subject to by reason of any claim or claims: (i) arising out of a material breach of any warranty or representation made by Company herein; (ii) arising from a failure by the Company to comply with any applicable federal, state or local law, rule, regulation, ordinance or order, unless caused by Producer; (iii) arising from the use of the Company Marks, or copyright or other proprietary right provided by Company to Producer in connection with the Program; (iv) arising from any bodily injury, death or property damage claims or losses incurred in connection with the Services; (v) arising out of the negligence or willful misconduct of Company; and/or (vi) arising out of or in any way connected to the Services. 8. Insurance. Company will procure and maintain at its own cost and expense (a) a Commercial General Liability policy and, if applicable, a following form Excess/Umbrella Liability policy to include coverage for Contractual Liability and Products and Completed Operations in combined limits of $3,000,000 per occurrence and $4,000,000 in the aggregate and (b) an Automobile Liability policy and, if applicable, a following form Excess/Umbrella Liability policy to include coverage for Contractual Liability and Products and Completed Operations in combined limits of $3,000,000 per occurrence and $4,000,000 in the aggregate. Company’s aforementioned policies will contain a Waiver of Subrogation endorsement in favor of Producer, its Parent(s), Subsidiaries, Licensees, Successors, Related and Affiliated Companies, and their Officers, Directors, Employees, Agents, Representatives & Assigns. Producer, its Parent(s), Subsidiaries, Licensees, Successors, Related and Affiliated Companies, and their Officers, Directors, Employees, Agents, Representatives & Assigns will be endorsed as additional insureds as their interests may appear under said policies. These policies will be endorsed to be primary insurance and any insurance maintained by the additional insureds is non-contributory. Should the policies be cancelled before the expiration date thereof, a notice will be delivered in accordance with the applicable policy’s provisions. The Company’s insurance carrier(s) will have an A-:VII or better and will be licensed to do business in the State of California. A certificate of insurance and the endorsements will be delivered to Producer prior to Company rendering any services to Producer the presentation of the Giveaway to the Recipient and no later than five (5) business days after the execution of this Agreement. 9. Miscellaneous. This Agreement and all collaterally related issues shall be governed by and construed in accordance with the laws of the State of California. This Agreement represents the entire understanding between the Parties hereto with respect to the subject hereof, supersedes all prior written and oral representations and cannot be modified orally. The Parties hereto agree to keep the terms of this Agreement and/or the negotiations that lead up to its signature confidential. Company shall keep confidential any confidential business information relating to Producer and/or the Program. If Company or the Recipient is the subject of adverse publicity, then Producer may elect to terminate this Agreement. Nothing contained herein shall place the Parties in the relationship of partners, joint venturers, principal-agent, or employer-employee and neither Party shall have any right to obligate or bind the other in any manner whatsoever. All alterations, changes, modification, notices, requests, or other communications to be given by either Party hereto shall be in writing to the addresses set forth above.

10. Dispute Resolution. Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held in Los Angeles, County, California, before a single arbitrator, in accordance with California Code of Civil Procedure §1280 et seq. The arbitrator shall be selected by mutual agreement of the Parties or, if the Parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The Parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). Nothing in this paragraph shall affect either Party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this Agreement. 11. Remedies. In the event of any breach by Producer of this Agreement, Company’s rights shall be limited to recovery of damages, if any in an action at law, and in no event shall Company be entitled to terminate or rescind this Agreement or to enjoin, or seek to enjoin, the production, distribution, exploitation, marketing or promotion of

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Miraval Resort Arizona, LLC Page 3 the Program.

12. Signatures. A signed copy of this Agreement delivered by facsimile transmission or email in Adobe Acrobat format, shall for all purposes be treated as if it were delivered containing an original manual signature of the Party whose signature appears in the facsimile or emailed Adobe Acrobat format, and shall be binding upon such Party in the same manner as though an originally signed copy had been delivered. This Agreement may be executed in counterparts, each of which together shall constitute one and the same Agreement. 13. Assignment. Company may not assign its obligations under this Agreement to any other person, firm or corporation without the express written consent of Producer. 14. Location Agreement. The parties shall enter into a separate location agreement regarding Producer’s photographing, filming and/or taping its guests in connection with an episode of the Program at the Location (the “Location Agreement”). In the event of conflict between the terms and conditions of this Agreement and the terms and conditions of the Location Agreement, the terms and conditions contained herein shall apply. 15. Complete agreement, waiver and invalidity. This Agreement sets forth the entire agreement between the Parties, superseding any and all prior verbal or written communications with respect to the terms hereof. No consent to or waiver of any breach or default in the performance of any obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default of the performance of any of the same or other obligations hereunder. If any provision of this Agreement shall, in whole or in part, prove to be invalid for any reason, such invalidity shall not affect the remainder of this Agreement, which shall stand as if such invalid provision, or invalid portion thereof, had not been a part hereof. If the above meets with your approval, please indicate the same by signing in the space provided below. Sincerely,

TRACKDOWN PRODUCTIONS, INC. By: ______________________________ AGREED TO AND ACCEPTED: ____________________________________ MIRAVAL RESORT ARIZONA, LLC Please Print Name By: _______________________________ Title:_______________________________

___________________________________ Date:_______________________________ Please Print Name Title________________________________ Date:_______________________________ ____________________________________

Address ____________________________________ City and State ____________________________________ Zip Code

Miraval Resort Arizona, LLC Page 4

SCHEDULE A

1. Services: The Services to be provided by Company shall consist of the following:

a. Three (3) rooms for three (3) persons, commencing on January 15, 2014 and ending on January 19, 2014;

b. Up to fifteen (15) rooms for up to fifteen (15) additional persons, commencing on January 16, 2014 and ending on January 19, 2014;

c. Round-trip ground transportation on Company’s airport shuttle between the Location and Tuscon International Airport for eighteen (18) persons;

d. One (1) to be determined spa service for three (3) persons (i.e., three (3) spa services in the aggregate);

e. Access to all free services for eighteen (18) persons; and f. Participation by four (4) persons in the following Company-provided activities:

i. Dance Fusion ii. Face to Face

iii. Desert Sky Zipline Experience iv. Quantum Leap v. Aerial Yoga

2. Fees: Company shall charge Producer a fee of $349.00 per night per room, which shall include

accommodations, food and drink per room occupant. All other Services shall be provided on a gratis basis.