CERTIFICATE OF OWNERSHIP AND CONFIDENTIALITY AGREEMENT

CERTIFICATE OF OWNERSHIP AND

CONFIDENTIALITY AGREEMENT

Job Duties/Title: Unpaid Volunteer

I am the person whose name appears above and understand I will be volunteering my services and/or furnishing materials for Operation Smile and for Nerd Machine, LLC (“Company”) in connection with Company’s NerdHQ event at the 2014 ComicCon in San Diego, California (the “Event”). For good and valuable consideration, including Company’s permitting me to be at the Event, the receipt and adequacy of which is hereby acknowledged, I hereby acknowledge and agree as follows:

1. I hereby certify that, all material of whatever kind or nature created or furnished by me and all of the results and proceeds of my services in connection with the Event (all such material and all such results and proceeds being referred to collectively herein as the “Material”) will be solely created by me as a “work-for-hire” specially ordered or commissioned by Company for use as part of the Event, with Company being deemed the sole author of the Material and the owner of all rights of every kind and nature, whether now known or hereafter known or devised (including, without limitation, all copyrights and all extensions and renewals of copyrights) in and to the Material, with the right to make all uses of the Material throughout the universe and all changes in the Material as Company deems necessary or desirable. To the extent that Company is not otherwise vested with all the foregoing rights as the author-at-law, I hereby assign and transfer to Company any and all rights of every kind, whether in writing or not in writing, in connection with the Event, throughout the universe, in perpetuity, including the copyright thereof and all extensions and renewals of such copyright, and the right to exploit any and all such rights in any and all media, whether now known or hereafter known or devised. I hereby waive all rights of “Droit Moral” or “Moral Rights of Authors” or any similar rights under any principles of law which I may now or later have in the Material. Company shall have the right, in perpetuity and throughout the universe, to use, and to authorize others to use, my name, image, voice, likeness, and/or attributes, and if made available by me, my biographical information, as the same may appear in photographs or video footage which may be created in or around the Event, in connection with the advertising, promotion and/or other exploitation of the Event and/or subsidiary and ancillary rights of any nature relating to the Event and/or the advertising, promotion or other uses in connection with Company, in any and all media, whether now known or hereafter devised, including, without limitation, promotional films, interviews, and merchandising items of any nature in connection with the Event.

2. I may learn, obtain, acquire, be exposed to and/or become aware of (herein “acquire”) certain information in respect of my participation in the Event and/or in the past has or may have acquired information which is not known to the public and is confidential, including, without limitation, information relating to or concerning:
including, without limitation, business and personal addresses and phone numbers of Company’s partners and/or
employees, and/or Company’s clients, and similar personal and business information of professional associates, friends (a) financial, business and/or contractual matters and personal information of Company and its clients, (b) Company’s schedules, contacts, meetings and other interactions with third parties, including, without limitation, between Company’s partners and/or employees, and/or Company’s clients and other third parties, whether (c) intellectual property developed, owned or otherwise controlled by Company’s clients, including, without limitation, copyrighted and/or trademarked materials, as well as entertainment projects and the underlying material on which they are based (collectively, “Confidential Information”).

3. I agree to keep and retain in the strictest confidence all Confidential Information which I may acquire in connection with the Event, and I shall not at any time directly or indirectly, in any way, reveal, report, publish, disclose, transfer, communicate or otherwise use any of the Confidential Information prior to, during and/or after my participation in the Event without the express prior written consent of Company.

4. Notwithstanding the foregoing, it shall not be a breach of this Confidentiality Agreement to disclose Confidential Information which has been made public by Company and is therefore no longer confidential, provided I must not in any way, reveal, report, publish, disclose, transfer, communicate or otherwise use any Confidential Information which has been made public by a breach of this Confidentiality Agreement, or by a third party’s breach of such third party’s confidentiality obligations in connection with the Event. The provisions of this Confidentiality Agreement with regard to all remaining Confidential Information, including but not limited to experiences, conversations, behind-the-scenes activities, trade secrets, and operational methods not revealed to the public in the course of the Event, shall survive: (a) the expiration or termination of the negotiation concerning my participation in the Event, (b) my participation in the production of the Event, (c) the release of the Event to the general public, and (d) any termination of the Agreement and/or of my 5. Upon expiration or termination of my participation in the production of the Event (or earlier at Company’s request), I will promptly deliver to Company all materials in my possession containing any Confidential Information and all other property belonging to Company, which exists in written, digital, or other physical form (and all copies thereof), if any.

6. I understand and agree that Company shall solely control issuance of all publicity, press releases and press conferences related to the Event. I agree that I will not discuss any Confidential Information, or any other matter relating to my participation in the Event, with any member of the press or media, at any time, without the prior written consent of Company. In addition, I agree that I will not release any Confidential Information via any social media or other internet websites, including, without limitation Twitter, Facebook, Instagram, MySpace, or any blog or service similar to any of the foregoing, and any such disclosure or release shall be a material breach of this Confidentiality Agreement.

7. I agree that disclosure of Confidential Information by me in violation of the provisions hereof shall constitute and be treated as a material breach of this Confidentiality Agreement and the Agreement which will cause irreparable harm to Company and will cause substantial damage, entitling Company to seek, among other things, (a) injunctive relief, without posting any bond, to prevent and/or cure any breach or threatened breach of this paragraph by me, (b) recovery or disgorgement of the monies or other consideration received in connection with such disclosure, if any, (c) recovery of Company’s attorneys’ fees incurred to enforce this paragraph, and (e) recovery of any other damages caused by my disclosure in violation of this Confidentiality Agreement.

8. If any provision of this Confidentiality Agreement is held to be unenforceable for any reason, it shall be modified rather than voided, if possible. If any provision of this Confidentiality Agreement is deemed voided, all other provisions of this Confidentiality Agreement shall be deemed valid and enforceable to the fullest extent. This Confidentiality Agreement shall be governed by the laws of California and any disputes under this Confidentiality Agreement shall be litigated in California and I hereby consent and agree to the jurisdiction of the State and Federal Courts located in Los Angeles

9. The terms of this Confidentiality Agreement shall be binding upon my heirs, legal representatives, and my agents

10. I hereby acknowledge and certify that I have read and understand this Confidentiality Agreement, that the consequences and implications of its breach have been explained to me, and that in consideration of my participation in connection with the Event and other good and valuable consideration, the receipt of which is hereby acknowledged, I agree to abide by the terms of this Confidentiality Agreement.

I have caused this Certificate and Confidentiality Agreement to be executed as of the date submitted on my online form.