Location Contract and Release

LOCATION CONTRACT AND RELEASE

JOB:WHEEL OF FORTUNEDATE:October 1, 2013

1. Definitions:

“Location” means the Walmart store # _____ located at: 26471 Carl Boyer Dr., Santa Clarita, CA 91350.

“Term” means October 11, 2013, from __:__ _.m. to __:__ _.m.

“Owner” means Wal-Mart Stores, Inc. and its subsidiaries and affiliates

“Producer” means Quadra Productions, Inc.

“Project” means WHEEL OF FORTUNE.

2. Location License. During the Term, Owner grants the license and right to Producer, and such employees, agents and contractors, vehicles and equipment that is reasonably necessary for purposes of the Project, to enter upon and to utilize the Location subject to its absolute right, as Owner deems is appropriate in the exercise of its business judgment, to deny access to or to remove any person from the Location. This license is limited to the right to accurately photograph and record such portions of the exterior and interior of the Location and personal property including signage and displays and to make use of such portions of the Location as designated and approved by Owner and in such manner that will not interfere with the use and access to the Location by Owner or its associates, suppliers and customers.

3. Term. Producer may at reasonable times and upon reasonable notice to Owner prior to the commencement of the Term, enter, visit or otherwise inspect the Location to plan for production of the Project. The parties agree that the Term may be rescheduled by Owner in its discretionor Producer to accommodate its their business operations, weather conditions, force majeure or change in production schedule for the Project. Owner may approve a modification of the Term to permit Producer ingress and egress to the Location for retakes or production of additional scenes for purposes of the Project.

4. License Fees and Royalty Free Rights. The license for ingress and egress and the right to photograph and depict the trademarks and other intellectual property of Owner at the Location is granted for no compensation and royalty free. Producer acknowledges that, as between Owner and Producer, Owner Producer, its successors, assigns and licensees will be the copyright owner of theshall owns all rights of every kind in and to all video, photography and/or sound recordings of made, recorded and/or developed in and about the the Location, and that Owner, its successors and assigns have the irrevocable and perpetual right, throughout the universe, in any manner and in any and all media now known or hereafter devised or discovered, throughout the world in perpetuity, including the irecovocable right to use any such recordings, or other photographs of said premises and Location, including the name, logo or identification of said Location, in the advertising, publicity and promotion of the Project. to use and exploit the films, photographs, and recordings made of or on the Premises in such manner and to such extent as Owner desires.

5. Representations, Warranties and Covenants. Owner represents and warrants that: (a) Owner has the right and authority to make and enter into this Agreement and to grant Producer the rights set forth herein except for use or depiction of any trademark and other intellectual property right of a third party; (b) the consent or permission for ingress or egress to the Location of no other person is necessary. Producer represents, warrants and covenants that: (a) it Producer has obtained any necessary release or consent for the depiction of any personsand property appearing in the recordings, photography, video and other content of the Project; (b) the Project will not infringe upon or misappropriate any intellectual property rights of others; (c) the employment and business practices of Producer comply with all laws, including but not limited to Laws relating to documentation requirements (completion and maintenance of the Form I-9) of citizenship, immigration and naturalization of employees or other persons performing the Services; (d) promptly following the expiration of the Term and, if applicable, promptly upon the completion of any additional use by Producer of the Location, Producer shall remove from the Location all structures, equipment and other materials placed thereon by Producer and will leave the Location in substantially the same condition as when entered by Producer.

6. Indemnification. Except if due to the negligence or willful misconduct of the Indemnitees, Producer shall protect, defend, and hold harmless Owner, its affiliates, and their respective officers, directors, employees, representatives and agents (collectively, “Indemnitees”) from and against any demand, claim, regulatory action, proceeding or lawsuit, at law or in equity and regardless of the cause or alleged cause and whetherthe allegations are groundless, fraudulent, false, or lack merit, based on any theory of recovery, raised or asserted by a third party against any Indemnitee(s) that, in whole or in part, arises out of: Producer’s acts or omissions at the Location in connection with the activities contemplated under this Agreement, the content of the Project, or any material breach by Producer of this Agreement (“Claim”). Producer shall pay or reimburse to the Indemnitee(s) the amount of any loss, liability, claim, expense (including costs of investigation and defense and reasonable outside attorneys’ fees) or other Damages incurred by the Indemnitee and arising from or in connection with any such Claim. Producer’s obligation to indemnify the Indemnitees shall exclude Damages for any contributory, comparative or percentage of fault attributed to the Indemnitees as determined by mutual agreement or binding final judgment in any suit filed in connection with the occurrence forming the basis of the Claim. Except as provided in the immediately preceding sentence, Producer waives any and all rights to contribution or indemnity from the Indemnitees.

7. General Terms. Producer is an independent contractor. Producer’s employees, agents and contractors shall not be considered Owner’s employees for any purpose and shall have no authority to act or purport to act on Owner’s behalf. Neither party shall be liable to the other for indirect, punitive, exemplary, incidental, consequential, or special damages including lost profits, lost income, lost revenues, business interruption or lost business arising out of this Agreement or relationship between the parties contemplated hereunder, even if a party has been advised of the possibility thereof, and regardless of any prior course of dealing between the parties. The parties acknowledge that the foregoing shall not apply to limit their respective rights or obligations under this Agreement for indemnity of third party claims. Producer shall not assign, delegate, or otherwise transfer any rights or obligations under this Agreement without Owner’s prior written consent. No amendment, approval, waiver, or consent under this Agreement shall be effective and binding unless in writing and executed and delivered by the party to be bound. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach. The provisions of this Agreement that by their nature are intended to survive termination of this Agreement shall survive its termination.

The rights and remedies of Grantor in the event of any breach by Producer of this Agreement shall be limited to Grantor’s right to recover damages, if any, in an action at law. In no event shall Grantor be entitled to terminate or rescind this Agreement or any right granted to Producer hereunder, or to enjoin or restrain or otherwise impair in any manner the production, distribution, or exploitation of the Program, or any parts or elements thereof, or the use, publication or dissemination of any advertising, publicity or promotion in connection therewith.

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 Producer’s ability to seek from a court injunctive or equitable relief at any time.

This Agreement and any Claim arising out of or relating to this Agreement or the business relationship of the parties shall be governed, enforced, and construed under the laws of Arkansas without regard to conflicts of laws principles that would require the application of any other Laws or presumption or rule of law requiring its construction against the party drafting any part of the Agreement. Except as provided herein, the terms and provisions of this Agreement are intended solely for the benefit of the parties and their respective successors and assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any third party. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties concerning its subject matter. This Agreement shall be binding on and inure to the benefit of the parties as defined herein.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of ______, 20__, or if blank, then the date this Agreement is executed by Owner.

______. (“Producer”)WAL-MART STORES, INC. (“Owner”)

By: By:

Name: Name:

Title: Title:

Dated: ______Dated: ______