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EXHIBIT A
<br /> Filming Additional Terms
<br /> I. Purpose
<br /> City has retained Service Provider to provide training sessions(the"Sessions")focusing on injury
<br /> prevention, wellness, joint stabilization, general nutrition, and body mechanics for certain of City's
<br /> employees, and Service Provider has agreed to provide such services. City wishes to film the Sessions
<br /> and use the films internally at a later date or dates for training of employees not in attendance at the
<br /> Sessions and/or for refresher purposes for attendees of the Sessions.
<br /> II. Filming
<br /> A. City may film the Sessions and use such films (including Edited Session Films, as
<br /> defined below) solely for internal purposes. City may not at any time commercialize, sell, rent, lease,
<br /> publicly air or present, or otherwise distribute such films, or permit the use of such films outside of City's
<br /> organization without the prior written consent of Service Provider.
<br /> B. Prior to filming each Session, Service Provider shall provide to each attendee of the
<br /> Session a copy of the consent form attached to this Agreement as Exhibit B(the"Attendee Consent"). In
<br /> the event that any attendee of a Session does not execute an Attendee Consent prior to filming such
<br /> Session, the Session will not be filmed, and the Service Provider may terminate this Agreement
<br /> immediately by written notice to City, in which case the sole compensation owed to Service Provider shall
<br /> be compensation at the rates set forth in Section 4B of the Agreement for Sessions completed before
<br /> such termination.
<br /> C. For each filmed Session, City and Service Provider shall together edit a copy of the City's
<br /> film of the Session. At the City's sole discretion, the City may require deletion of portions of the film so
<br /> that the edited films do not contain material that(1)identifies individuals in the film as employees of City,
<br /> (2) identifies individuals in the film by their first and last names, (3) states or implies that City endorses
<br /> Service Provider, its products or services in any way or (4) is offensive, unprofessional, disreputable or
<br /> otherwise inappropriate. Upon completion of all editing of a film of a Session, City shall provide Service
<br /> Provider a copy of such edited film(such provided edited copy, an"Edited Session Film").
<br /> D. Except for Edited Session Films in accordance with Section II.E of this Exhibit A, all films
<br /> of the Sessions: (1)are the exclusive property of City, but subject to the use limitations of Section II.A of
<br /> this Exhibit A, and (2) may not be used, sold, rented, licensed or transferred in any way by Service
<br /> Provider.
<br /> E. City hereby gives Service Provider the right to own and use the Edited Session Films
<br /> only for purposes that are directly related to injury prevention, wellness, joint stabilization, general
<br /> nutrition or body mechanics ("Permitted Uses"). Service Provider warrants it will only own and use the
<br /> Edited Session Films for Permitted Uses. If Service Provider desires to sell, rent, license or otherwise
<br /> transfer any interest in any Edited Session Film, Service Provider (1) shall not have altered the Edited
<br /> Session Film, (2) shall not market, advertise or otherwise communicate to any person that Service
<br /> Provider, its products or services are in any way endorsed by the City or that the individuals in the Edited
<br /> Session Film are employees of the City, and (3) shall cause such sale, rental, licensure or transfer to be
<br /> subject to the terms of an agreement with the transferee that (i) restricts the use of the Edited Session
<br /> Film to Permitted Uses and (ii)that prohibits any sale, rental, licensure or transfer of the Edited Session
<br /> Film by the transferee. Within ten (10) days after written notice from City to Service Provider, Service
<br /> Provider shall provide City all reasonably necessary documentation and materials (including films) to
<br /> demonstrate that Service Provider has fully complied with the preceding sentence.
<br /> F. Notwithstanding anything to the contrary herein, the Attendee Consent does not change,
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