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<br />due to Producer’s presence or in relation to the Series. EPD Personnel and Producer personnel shall not become
<br />engaged in any personal relationships. EPD shall not use their participation in the Series in a commercial manner.
<br />4.License. EPD licenses to Producer and its successors, subsidiaries, licensees and assigns, the right to photograph,
<br />record, reproduce and otherwise use EPD Property names, images, trademarks, service marks, tradenames, logos,
<br />copyrighted material and/or other EPD-owned materials to which Producer is afforded access hereunder in and in
<br />connection with the development, production, exhibition, exploitation, and promotion of the Series, related series
<br />or derivative works, and the marketing, advertising, promotion, and publicity thereof and/or otherwise, throughout
<br />the Universe in perpetuity, in any and all media now known or hereafter devised.
<br />5.Exclusivity. Until the expiration of the Term, EPD shall be exclusive to Producer in all unscripted or documentary
<br />television, digital and new media programming, in any and all media, worldwide, which documents, features or
<br />depicts the activities of EPD or EPD Personnel, including, without limitation, that which is “live”, “almost live” or
<br />taped long-form programming. Notwithstanding anything to the contrary in the foregoing, during the Term, EPD
<br />shall be permitted to participate in local/news programming or short form programming (i.e., recruitment or training
<br />videos) produced by, or on behalf of EPD, for exhibition on EPD’s website or EPD social media (collectively,
<br />“Permitted Programming”).
<br />6.Safety / Security Review. Producer will provide EPD with forty-eight (48) hours to review and comment on any
<br />pre-recorded segments of the Series featuring EPD Property or EPD Personnel for the sole purpose of identifying
<br />any safety or security risks to EPD (e.g., recognition of or disclosure of the identity of confidential informants or
<br />undercover officers, disclosure of confidential information and how specific tactics are deployed). If no comments
<br />are received by Producer following such forty-eight (48) hour period, the segments will be deemed reviewed by
<br />EPD. For live segments, Producer shall provide a EPD representative digital access to a live feed from the EPD
<br />cameras in the field solely for the purpose of identifying such safety or security risks to EPD. In both instances,
<br />EPD shall have the limited and specific right to review the content solely for factual accuracy and security and/or
<br />safety risks to EPD and EPD Personnel, provided that it is understood that Producer and any television network for
<br />which Producer is producing the Series (the “Network”) shall, in their sole discretion, make the final decision
<br />regarding the content and editorial decisions for the Series and each episode thereof.
<br />7.Ownership. All film, videotape, still photographs and other visual and/or audio recordings or representations (e.g.,
<br />studios sets or designs) of EPD Property or EPD Personnel created by or with the authorization of Producer are
<br />collectively referred to herein as the “Material”. Producer shall be the sole and exclusive owner of the Material
<br />with the right for the full period of copyright, including all extensions and renewals thereof, and thereafter in
<br />perpetuity, throughout the universe, to use and re-use, an unlimited number of times, all or any part of the Material
<br />for the purpose of making and producing television programs and other works, and advertising, publicizing and
<br />exploiting the same, by all means and in all media, whether now known or hereafter devised, and to authorize
<br />others so to do. Neither EPD, nor any employee of EPD, nor any other party now or hereafter having an interest in
<br />EPD Property or EPD Personnel, shall have any right of action against Producer or any other party arising out of
<br />any use of said Material. Neither the expiration of this Agreement in its normal course nor its sooner termination
<br />for any reason shall affect the ownership by Producer of the Material.
<br />8.Material Retention: EPD and Producer acknowledge that raw (e.g. unaired) footage of the Material (“Raw
<br />Footage”) is generally not retained by Producer in the course of production of the Series for a period exceeding
<br />thirty (30) days (“Retention Period”). It is acknowledged Producer is a member of the news media and Material
<br />are being recorded for purposes of newsgathering in relation to the Series.
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