Dubbing Services Talent Assignment / Transfer of Rights This Dubbing Services Talent Assignment / Transfer of Rights (“AOR”), effective as of January 18th, 2021 (“Effective Date”) is entered into by and among: GENAUD DE MÉXICO S.A. DE C.V. (New Art Dub) ( “Studio”); and Ernesto Adolfo Mascarúa Loera (“Talent”) pursuant to the Master Services Agreement for Localization and Post-Production Contractors dated as of September 12th, 2018 (“MSA”), between Studio and Netflix, Inc., a Delaware corporation, and its affiliates Netflix Worldwide Entertainment, LLC, and Netflix US, LLC, (collectively “Netflix”). Netflix is a third-party beneficiary to this AOR. WHEREAS, Netflix has retained Studio as an independent contractor to provide such services in accordance with the Netflix Program (defined below) and Studio is in the business of providing content localization, production, post-production, and related professional services, and; WHEREAS, Studio has retained Talent as an independent contractor to perform services as a [DIALOGUE ARTIST; VOCAL ARTIST] in the local language of Latin America Spanish (“Local Language”) for I Care A Lot (the “Netflix Program”) as set forth below herein (“Services”). NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Services: In consideration of the Compensation (defined below in Section 3) from Studio, the sufficiency of which is hereby acknowledged, Talent hereby agrees to personally render all Services as and when required by Studio in connection with a Local Language dubbed and/or subtitled version of the Netflix Program, and any advertising, marketing and/or promotional materials including but not limited to: teasers, trailers, bonus material, internet and mobile ads, viral spots and other material related to the Netflix Program. 2. Assignment of Rights: a. The parties to this Agreement hereby agree that results and proceeds of Talent’s Services hereunder (including any ideas created by Talent) in connection with the Netflix Project shall be deemed a “work made for hire” prepared by Talent within the scope of Talent’s employment by Studio and/or specially ordered or commissioned by Studio within the meaning of the copyright laws of the United States or any similar or analogous law or statute of any other jurisdiction. If and to the extent of the foregoing is not sufficient to vest all rights in and to Talent’s Services in Studio or its assignees, Talent hereby assigns and transfers exclusively to Studio, to the full extent possible, all present and future rights of every kind and character in connection with the performance of the Services (including, without limitation, all material and, to the extent permitted by law, intangible personal rights) (collectively, the “Rights”) which Rights have come or will come into existence from the performance of the Services, and the right to use and exploit Page 1 of 7 the results and proceeds which may or do result from the Services hereunder (the “Work”), for the maximum possible number of copies, downloads, showings and broadcasts, now and in the future, of such works in the maximum number of modes of exploitation, throughout the universe, for the maximum period allowed by law. To the extent that any of the Deliverables do not qualify as a “work-made-for-hire” for Studio, Talent, without any further consideration payable, hereby automatically and irrevocably assigns and transfers solely and exclusively to Studio (or it assignee, Netflix) or if any applicable law prohibits or restricts such assignment, Contractor hereby grants Netflix an irrevocable, exclusive, royalty-free license to all right, title and interest in and to Talent’s Services and Work throughout the universe, in perpetuity (or the longest extent permitted by applicable law), in any and all media, now known or hereafter devised. Talent further agrees to carry out all necessary acts and, where appropriate, any contracts, and otherwise to fulfill the corresponding legal requirements set forth in this AOR, to ensure that any Services or Work are owned by, assigned, or transferred to Studio (or its assignee, Netflix). Whether by being deemed a “work-made-for-hire” or by way of assignment and transfer, as between Studio and Talent, Studio shall be the author of the Work and the Netflix Project and Studio (or its assignee, Netflix) shall own, solely and exclusively, throughout the universe, in perpetuity, all right, title and interest, including, without limitation, any and all copyrights (including renewals and extensions thereof), in and to the Netflix Program, the Rights and the Work, and all elements therein for all known and/or hereafter existing uses, media and forms. For all legal systems that provide for such legal concept, Talent hereby waives all moral rights in connection with the Work to the full extent permissible under applicable law. b. The Rights herein granted shall include the copyrights, trademarks, neighboring rights, and all economic and or other exploitation rights in and to the Work, their renewals and their extensions, and the right to use and exploit any or all of the foregoing, in whole or in part, in all media now known or hereinafter devised, including but not limited to: all forms of streaming, download, or other electronic transmission via the Internet, home entertainment, video-ondemand, cellular services, theatrical exhibition rights, non-theatrical presentation (ships, airlines military, etc.), sound and phonographic records, any and all known forms of consumer products (including but not limited to apps, games, ringtones, books, educational products and toys), any and all forms of private or public performance or broadcast (including but not limited to wireless communication and live performance) any and all promotion, marketing and/or advertising in any form or media, any and all means of distribution (including but not limited to sale, lending, borrowing, leasing and hiring), any and all further economic exploitation by any means, device, or equipment and for any purpose whatsoever, commercial or otherwise, and all rights in the roles or characters portrayed by Talent hereunder (including name, likeness and distinctive characterizations thereof, and the right to merchandise and exploit such roles or characters), and the right to use Talent’s name and likeness in connection with any or all of the foregoing. Without limiting the foregoing, Studio shall have the right to (i) incorporate the Work or any part thereof into projects of any and every kind and nature, (ii) release, exploit, advertise, distribute, exhibit, license, sell and perform such projects incorporating the Work in any manner, by any means, (iii) adapt, change, add to, subtract from and make new versions and adaptations of the Work or any part thereof, and (iv) use the Work or any part thereof in conjunction with any other literary, dramatic, musical or other material of any kind. Page 2 of 7 3. Compensation: Talent acknowledges and agrees that the Compensation, and the compliance by Studio with any relevant company, collective management society, union or record label, shall constitute full compensation in the form of a one-time, lump sum, flat fee for the Services, the Rights, the Work and the use thereof in all forms of exploitation, this Assignment/Transfer of Rights, and that no additional compensation (including without limitation any repeat, re-use, reissue or residual fee) shall be payable by Studio or any other party by reasons of any form of exploitation of the Services, the Rights or the Work. Talent agrees that the nature of the Services and the Work makes it impractical and impossible to calculate an appropriate royalty on a perstream, per download, per-copy, per broadcast, per-performance, percentage-of-sales, or percentage-of-income basis, and in consideration of this fact, Talent agrees not to claim any rights or entitlements therein other than the payment of the Compensation. 4. Talent Acknowledgements and Covenants: Without limiting the generality of anything contained herein, Talent acknowledges and agrees that: a. The Work may be made public and Studio shall comply with its obligations to accord Talent credit where legally required. However, Studio shall not be responsible for any failure by a third party to comply with such legal obligations. Talent acknowledges that technical constraints may result in some credits being altered or omitted and that the Final Materials (or any other products of the Services) could be modified or adapted for use in certain forms or media; b. Talent will not exercise any of the intangible personal rights set forth in the laws of the country in which the Services were performed (the “Local Country”) that may arise in the course of Talent’s Services in connection with the Services and that may conflict with this Assignment/Transfer of Rights; c. Talent warrants that they are either (i) in compliance with any and all relevant unions, collective management societies (“CMOs”), record labels and/or other companies with which Talent is affiliated, or (ii) guarantees that he/she/they are not affiliated with any company(ies) unions, CMOs, or record labels; d. If applicable, Talent is in compliance with all relevant union requirements in the performance of the Work and provision of the Services; e. Talent is familiar with and understands his/her rights under the laws of the Local Country, acknowledges that this Assignment/Transfer of Rights is in compliance with said laws, and agrees the he/she has had sufficient opportunity to consult with attorney(s) and/or translators with respect thereto; f. The Services have been specifically ordered by Netflix for inclusion as a part of a film, television series, or other audiovisual work that may be streamed over the internet or otherwise exploited under the rights set forth herein, and Studio is, in turn, engaging Talent to provide the Services for such film, television series or other audiovisual work; Page 3 of 7 g. Studio and/or Netflix or any of their affiliates, successors, licensees or assignees can make changes, deletions and abbreviations to Talent’s work for the purposes of the exploitation of the Netflix Program as well as for use of Talent’s work for promotional, advertising, marketing, merchandising and consumer product purposes, and no consents are required from Talent in connection with the exercise of any rights therein by such parties; h. Any time Talent is unable or unwilling to provide the Services at the times and locations required by Studio, Studio may engage a third party to provide such Services and Talent shall not be entitled to receive any Compensation in respect of such Services, and nothing in this Assignment/Transfer of Rights shall require or compel Studio to engage Talent to perform any Services in connection with the Netflix Program or to use the results of Talent’s Services in the Netflix Program or otherwise if Talent does perform them; i. If Talent is a Dialogue Artist and/or Vocal Artist, Talent expressly consent to Studio or its assignees (including Netflix) using a voice which simulates the characteristics of the role(s) or character(s) portrayed by Talent (a “Character Simulation”) for the Netflix Program or any services provided hereunder, and I addition to any other rights and remedies Studio may have under this Assignment/Transfer of Rights, Studio or its assignees (including Netflix) may elect to use a Character Simulation without further obligation to Talent, and the Talent waives his/her moral rights in relation to such use to the full extent permissible under applicable by law; and j. Neither Studio nor Netflix is obligated to (1) produce, distribute or exploit the Netflix Program, or, if commenced, to continue the production, distribution or exploitation of the Netflix Program in any manner, medium or territory, (2) use Talent’s Services or the results and proceeds of Talent’s Services in whole or in part hereunder, and Talent shall not be entitled to any damages or other relief by reason thereof. 5. Promotional Services: If Studio or Netflix so requests, Talent shall render promotional services in connection with publicity concerning the release of the Netflix Program in any and all media at such times and places as Studio or Netflix shall designate, subject to Talent’s prior conflicting bona fide professional commitments, provided that Talent shall make reasonable good faith efforts to be available. 6. Representations and Warranties: Talent represents and warrants to Studio that (a) Talent has the right to enter into this Assignment/Transfer of Rights and perform the Services and assign the Rights granted hereunder; (b) Talent has not entered into any agreement or done anything, and will not enter into any agreement nor do anything that would or could prevent, interfere or conflict with full and complete performance of the Services and/or the assignment of the Rights, or that is inconsistent with the terms hereof; (c) Talent’s performance of the Services and the exercise by Studio of its rights in relation to Talent’s performance or contribution to the Netflix Program will not infringe the intellectual property rights or any other rights of any other person; and (d) Talent will not commit any act or inaction that may reasonably be expected to harm the reputation, image, and/or goodwill of the Netflix Program or of Studio and/or Netflix or any of their affiliates, successors, licensees or assignees. Page 4 of 7 7. Assignment: Talent acknowledges and agrees that Studio shall assign all Rights granted to it under this Assignment/Transfer of Rights to Netflix or one of its affiliates, and all rights in and to the Work and the Services shall be the exclusive property of Netflix (or such affiliate) and its successors, licensees and assigns and Talent shall acquire no rights in the same as a result of his/her performance of the Services. To the extent any of such Rights have not been transferred to Studio by contract or by operation of law or if Studio goes bankrupt or has been granted suspension of payment, Talent hereby expressly, irrevocably, automatically and for free assigns/transfer said Rights to Netflix, for at least the periods set forth hereinabove, throughout the universe. Talent shall not assign, delegate or subcontract any of his/her rights or obligations under this Assignment/Transfer of Rights. 8. Confidentiality: Talent acknowledges its obligations under the non-disclosure agreement with Studio dated October 1st, 2020 . Talent shall treat all information related to the Netflix Program, the Services, the Work and/or the business of Studio and Netflix and their affiliates divulged to him/her/them in connection with the performance of the Services, including but not limited to: processes, techniques, formulas, ideas, suggestions, concepts, know-how, works of authorship, copyrightable works, plots, storylines, scripts, plans, outlines, notes, designs, drawings, treatments, budgets, specifications, models or other items, whether tangible or intangible, inventions (whether patentable or not), strategies, technical information, trade secrets, computer programs, computer code, designs, technology, compositions, data, drawings, schematics, product development plans, and other business, technical, financial and other information, as strictly confidential and private, and Talent shall not disclose, publish, discuss or make known such information to any third party without the prior written consent of both Studio and Netflix. In keeping with these duties of confidentiality, during recording sessions, Talent shall not use cameras, video cameras (including those on smartphones) social media or recording devices of any kind. 9. Termination: In addition to and without prejudice to any other remedy of any kind or nature set forth herein, Studio shall have the right to terminate this Assignment/Transfer of Rights immediately by written notice to Talent, and shall have not obligation to pay the Compensation, if Talent (a) is in material breach of any of the terms or conditions of this Assignment/Transfer of Rights; (b) is unwilling or unable to provide the Services (including, where applicable, the promotional services) at the dates and locations as previously notified and agreed to by Talent; or (c) prior to or during the term hereof or thereafter, Talent fails, refuses or neglects to govern his/her conduct with due regard to social disrepute or scandal, or which shocks, insults or offends a substantial portion or group of the community or reflects unfavorably on Talent, Studio, Netflix or the Netflix Program. In addition, Studio may terminate Talent’s engagement and Services at any time and Studio shall not have any further obligations to Talent in connection with the Netflix Program, provided that so long as Talent is not in breach or default hereunder, the foregoing shall not relieve Studio of its obligation to pay such portion of the Compensation, if any, that has accrued but is unpaid to Talent prior to the cessation of Talent’s engagement and Services. 10. Liability; Remedies: Page 5 of 7 a. Talent hereby indemnifies and will hold harmless Studio and Netflix and their affiliates, successors, licensees and assignees from and against all actions, costs, claims, damages and expenses suffered by any such parties arising from any breach or alleged breach by Talent of any of the terms or conditions of the Assignment/Transfer of Rights. The liability of Studio, in contract, tort (including negligence) or otherwise in connection with this Assignments/Transfer of Rights shall be limited to a sum equal to twice the Compensation. b. Talent shall look solely to Studio for payment of the Compensation or damages, if any, of any kind, and not to Netflix or any of its affiliates or any other party. c. Talent shall not be entitles to injunctive or other equitable relief, and accordingly, Talent’s rights and remedies shall be limited to the right, if any, to obtain damages at law, and Talent shall not have any right in such event to terminate or rescind this Assignment/Transfer of Rights or any of the Rights granted to Studio hereunder, or to enjoin or restrain the production, advertising, promotion, distribution, exhibition or exploitation of the Netflix Program. 11. General Terms: Nothing contained herein shall require the commission by either party of any act of payment of any compensation which is contrary to any law, rule or regulation. If there shall exist any conflict between any of the provisions of this Assignment/Transfer of Rights and any such law, rule or regulation, the latter shall prevail; and the provision(s) hereof affected shall be curtailed, limited or eliminated only to the extent necessary to remove such conflict and, as so modified, this Assignment/Transfer of Rights shall continue in full force and effect. The failure or neglect of any party to insist upon the strict performance of any covenant, agreement, term or condition of this Assignment/Transfer of Rights shall not operate as a waiver of such or any other covenant, agreement, term or condition of this Assignment/Transfer of Rights. In case of any discrepancy between English and Local Language versions of this Assignment/Transfer of Rights, if any, the English language version shall take precedence. Talent confirms he/she/they understand(s) the content herein as set forth in the English language. This Assignment/Transfer of Rights constitutes the entire agreement between Talent and Studio in connection with Talent’s provision of the Services for Studio, and the benefit of Netflix, and supersedes all previous or contemporaneous oral or written agreements regarding the Services. This Assignment/Transfer of Rights shall be governed by the laws of México and the parties submit to the non-exclusive jurisdiction of the courts of México. Any amendments to this Assignment/Transfer of Rights shall be made in writing and signed by both parties. 12. Third-Party Beneficiary: Talent acknowledges and agrees that Netflix is an intended thirdparty beneficiary of Talent’s Services hereunder and, as such, shall have all the same rights and remedies as Studio hereunder in the event of a failure by Talent to perform the Services or any other breach by Talent hereunder. IN WITNESS WHEREOF, the parties hereto have executed this Dubbing Services Talent Assignment / Transfer of Rights to be made effective as of the Effective Date set forth above. Page 6 of 7 GENAUD DE MÉXICO, S.A. de C.V. By:________________________________ Name: Nihurka Zequera Title: COO [TALENT] Signature: ______________________________ Print Name: Ernesto Adolfo Mascarúa Loera Address: Mauritania 25, colonia Lomas Estrella 2a sección delegación Iztapalapa CP 09890 Tax ID Number: MALE810225D40 I hereby represent that I am not a minor. S.R.J (initial) If Talent is a minor, this contract must be signed by Talent’s parent or those having parental responsibility in the space below. Parent/Guardian Signature:___________________ Parent/Guardian Signature:______________________ Print Name: ____________________________ Print Name: ____________________________ Date:_____________________ Date:_____________________ Page 7 of 7
