URBAN DANCE & EDUCATIONAL FOUNDATION
(“UDEF”)

Competitor Agreement
Version 1.12 – December 12, 2018

In connection with entering into this agreement, I have previously registered with the Urban Dance & Educational Foundation (“UDEF”), classified either as a Supporter or Competitor. I intend to participate as a competitor (“Competitor”) in events that are organized or sanctioned by UDEF. My participation in these events is entirely voluntary, as is my entrance into this agreement. I hereby voluntarily enter into this competitor agreement (the “Competitor Agreement”) as of the date below and agree to the terms and conditions set forth below as consideration for my being granted the opportunity to be eligible to participate as a UDEF-registered Competitor. I understand that this Competitor Agreement affects my legal rights and I have read it completely and have had the opportunity to review it with an attorney. If I am under the age of 18, I will also provide written consent from my parent or guardian before I compete. For the avoidance of doubt, by means of this Competitor Agreement I am not authorizing UDEF or any other entity to be my agent or representative. Classification with UDEF as a Supporter or Competitor does not constitute Corporate Membership and does not include voting rights, inspection rights or other governance rights. As set forth in UDEF’s bylaws, the ‘Corporate Members’ of UDEF are individuals on UDEF’s board entitled to vote for the election of the board and other matters requiring action by such members pursuant to the Pennsylvania Nonprofit Corporation Law of 1988, as amended.

General Release and Waiver of Liability and Indemnity (the “Waiver”).
This Waiver relates solely to all sanctioned and unsanctioned competitions, appearances, performances, coaching sessions, interviews, tours, series or other events in which I compete, perform, appear, coach or teach, including but not limited to events or performances organized, endorsed, sponsored or sanctioned by UDEF, The Professional Breaking Tour, LLC (“PBT LLC” or the “Tour”) and each of their affiliates, or other entities running events sanctioned by UDEF (individually and collectively, the “UDEF Events”).

The locations where the UDEF Events will take place are called the “Event Premises,” and are defined to include (but not be limited to) the actual UDEF Event venues, any vehicles used to transport participants in the UDEF Events to or from the Event Premises, and all other areas where any activity that occurs during the UDEF Events shall take place, before, during or after the actual UDEF Event. I hereby knowingly enter into this Waiver, and acknowledge that it extends to all persons entitled to claim through me or on my behalf or for themselves as a result of any loss, damage or injury to me, collectively, and that I and they are all bound by this Waiver and included in the party referred to below as the “Releasing Parties.”

In consideration of being permitted to participate in UDEF Events and intending to be legally bound by this Waiver, I, on behalf of the Releasing Parties, agree to all of the following: (i) I release and hold harmless UDEF, all of its affiliated and related entities (including PBT LLC), all persons and entities involved in organizing, supervising, conducting, or sponsoring the UDEF Events or occupying or controlling the Event Premises in connection with the same, as well as all licensees or assignees of any or all rights under this Competitor Agreement, and all of their affiliates, current and former directors, managers, employees, agents, insurers, successors, assigns and guests (the “Released Parties”), from any and all claims, lawsuits, losses, liabilities, demands and obligations of any kind, whether known or unknown, that relate to, involve or arise from the UDEF Events or my participation in the UDEF Events, or my presence in or upon the Event Premises, whether in the past or future, including all claims for property damage, injury or death resulting from such participation; and a release of the Released Parties and any other person or entity associated with a UDEF Event from any liability whatsoever due to noncompliance with the terms of this Competitor Agreement by any third party, including any event promoter, sponsor or media entity who is not under the direct control of and not directly bound by UDEF and affiliates or any other UDEF Event organizer; and this complete and general release includes all claims arising from past or future damage or injury, whether or not caused by the negligence or gross negligence of the Released Parties, as well as any use of my name, image, voice, and/or likeness for commercial or other purposes by the Released Parties or any other parties, or otherwise, (the “Released Claims”); provided, however, that the Released Claims shall not include any claim I have with a specific UDEF event organizer to agreed-upon compensation pursuant to a written agreement with that specific UDEF Event organizer; (ii) I will never institute or aid in the prosecution of any claim, demand, action or suit at law or in equity against the Released Parties, whether for damages, costs, expenses, compensation or other remedy, resulting from, arising out of, or relating to the Released Claims; (iii) I will comply with all applicable laws, rules and regulations in connection with the UDEF Events and the performance of duties at the UDEF Events, and I will indemnify and hold the Released Parties harmless for any violation of any such laws and for any damage or harm caused by my conduct or actions or inactions in connection with the UDEF Events; (iv) I will keep confidential and not use or disclose to any third party any information which is or which I have reason to believe would be confidential or proprietary information of UDEF, its affiliates or any UDEF Event organizer; and (v) I will not criticize or disparage at any time UDEF or any UDEF Event organizer or any of their affiliates, officers or directors.

Grant of Rights.

Promotion of the UDEF Events:
 In connection with the advertising and promotion of the UDEF Events, I grant and assign to UDEF, its affiliates, and the organizer of the UDEF Event in which I may be participating (the “UDEF Parties”) or, at their discretion, any affiliated and related entities, including licensing affiliates, and/or persons, firms, entities, or corporations which are licensed by any of the UDEF Parties, the right, in perpetuity, to record in tangible form and use my name, performance, likeness, voice, and biography, in any and all media (including the right to produce, display and otherwise use motion pictures, still pictures and live, taped or filmed television and other reproductions of me), solely for purposes of advertising and promoting the UDEF Events and other events affiliated with or sanctioned by UDEF, or for use by promoters, sponsors, licensees, and media entities as part of the promotion of the UDEF Events through the sponsorship, broadcasting or advertising of UDEF Events by such parties. Any such use of my name, performance, likeness, voice or biography shall be without separate compensation to me or to my heirs, devisees, executors, administrators, legal representatives or assignees. For the avoidance of doubt, nothing in this section shall permit UDEF or any of the UDEF Events to use my name, performance, likeness, voice or biography on any product, service or clothing, or in any manner that constitutes an endorsement by me of any product, service or company.

Merchandising:
 My prior written approval is required for any use of my name, likeness, signature, photograph, depiction or video (my “Likeness”) on official UDEF Events merchandise (the “UDEF Events Merchandise”) that is intended to be commercially sold. I agree that my response to any request for my approval will not be unreasonably withheld or delayed. With my prior written approval as to the items of UDEF Events Merchandise, the use of my Likeness and the compensation to me for this use, I grant and assign to UDEF and its assigns the right to use my Likeness on the UDEF Events Merchandise, and I acknowledge that use of my Likeness on any such merchandise shall not conflict with or cause me to be in breach of any endorsement contract to which I am then bound. In the event UDEF or its assigns desires to use my Likeness on UDEF Events Merchandise, I understand that I will receive a commission amount agreed upon in writing on any proceeds or revenue generated from such use.

Limitations on Rights:
 For the avoidance of doubt, except as set forth above, this Competitor Agreement is limited to UDEF Events and nothing in this Agreement grants any rights to the UDEF Parties or affiliates in my Likeness obtained from events that are not UDEF Events. I understand that by entering into this Competitor Agreement, I am not authorizing any of the UDEF Parties to be my agent or representative. I also understand that nothing in this Agreement shall prevent me from participating in any other events of any kind, including events that are not UDEF Events; and, for the avoidance of doubt, I understand that I am not prohibited under this Agreement from participating in events that have no relationship whatsoever to UDEF. I further understand that nothing in this Agreement shall prevent me from entering into a separate endorsement agreement with any third party, including any sponsor or promoter of a UDEF Event. Finally, I understand that third parties, including event promoters, sponsors and media entities, that are not under the control of and directly bound by UDEF or affiliates are not bound by the terms of this Agreement, and that I may wish to enter into separate contracts with them regarding the use of my Likeness.

I HAVE READ AND UNDERSTAND THIS COMPETITOR AGREEMENT, INCLUDING THE WAIVER AND ASSIGNMENT, HAVE HAD THE OPTION TO REVIEW ITS CONTENTS WITH COUNSEL OF MY OWN CHOOSING, AND HAVE SIGNED THIS COMPETITOR AGREEMENT AS MY OWN VOLUNTARY ACT. I further agree that no representations, statements or inducements have been made to me to enter into this Competitor Agreement. This Competitor Agreement is the sole agreement, and supersedes all prior agreements, between me, UDEF or any of the UDEF Parties relating to the release or waiver of claims in connection with the UDEF Events and the Event Premises, and no other oral or written agreement relating to those matters exists or shall be enforceable. This Competitor Agreement may be modified only in a writing signed by both me and UDEF or its authorized representatives. Any dispute of any kind between me, UDEF, any Releasing Party or any Released Party shall be resolved through binding arbitration decided by a panel of three (3) arbitrators to take place in Chester County, PA in accordance with the rules of the American Arbitration Association. I ACKNOWLEDGE THAT I AM AT LEAST EIGHTEEN (18) YEARS OF AGE (OR IF UNDER THE AGE OF 18, I WILL PROVIDE UDEF WITH CONSENT FROM MY PARENT OR LEGAL GUARDIAN) AND LEGALLY AND MENTALLY COMPETENT TO BIND MYSELF BY THIS COMPETITOR AGREEMENT. This Competitor Agreement shall be construed under the laws of the Commonwealth of Pennsylvania, United States of America.

I understand and agree that I am entering into an independent contractor arrangement and that I will not be an employee of UDEF or any affiliates. I further understand and agree that, as an independent contractor, I shall not be entitled to any wages or benefits from UDEF or affiliates, and that, to the extent I earn any income from UDEF Events, I shall be responsible for all taxes and other obligations associated with any payments received by me. I understand that my Competitor classification with UDEF does not constitute ‘Corporate Membership’ in UDEF or include voting rights, inspection rights or other governance rights. As set forth in UDEF’s bylaws, the Corporate Members of UDEF are individuals on UDEF’s board entitled to vote for the election of the board and other matters requiring action by such members pursuant to the Pennsylvania Nonprofit Corporation Law of 1988, as amended.

This Competitor Agreement shall be effective upon my clicking of AGREE and shall terminate when I am no longer a Competitor (the “Termination Date”). I may not assign this Competitor Agreement at any time. UDEF shall have the right, at its sole discretion, for any reason, to terminate or assign this Competitor Agreement at any time. The rights, releases and waivers granted in this Competitor Agreement shall survive termination or expiration of this Competitor Agreement.

Intending to be legally bound, by clicking AGREE I acknowledge and agree to all of the terms and conditions above.

URBAN DANCE & EDUCATIONAL FOUNDATION
(“UDEF”)

Competitor Agreement
Version 1.12 – December 12, 2018

In connection with entering into this agreement, I have previously registered with the Urban Dance & Educational Foundation (“UDEF”), classified either as a Supporter or Competitor. I intend to participate as a competitor (“Competitor”) in events that are organized or sanctioned by UDEF. My participation in these events is entirely voluntary, as is my entrance into this agreement. I hereby voluntarily enter into this competitor agreement (the “Competitor Agreement”) as of the date below and agree to the terms and conditions set forth below as consideration for my being granted the opportunity to be eligible to participate as a UDEF-registered Competitor. I understand that this Competitor Agreement affects my legal rights and I have read it completely and have had the opportunity to review it with an attorney. If I am under the age of 18, I will also provide written consent from my parent or guardian before I compete. For the avoidance of doubt, by means of this Competitor Agreement I am not authorizing UDEF or any other entity to be my agent or representative. Classification with UDEF as a Supporter or Competitor does not constitute Corporate Membership and does not include voting rights, inspection rights or other governance rights. As set forth in UDEF’s bylaws, the ‘Corporate Members’ of UDEF are individuals on UDEF’s board entitled to vote for the election of the board and other matters requiring action by such members pursuant to the Pennsylvania Nonprofit Corporation Law of 1988, as amended.

General Release and Waiver of Liability and Indemnity (the “Waiver”).
This Waiver relates solely to all sanctioned and unsanctioned competitions, appearances, performances, coaching sessions, interviews, tours, series or other events in which I compete, perform, appear, coach or teach, including but not limited to events or performances organized, endorsed, sponsored or sanctioned by UDEF, The Professional Breaking Tour, LLC (“PBT LLC” or the “Tour”) and each of their affiliates, or other entities running events sanctioned by UDEF (individually and collectively, the “UDEF Events”).

The locations where the UDEF Events will take place are called the “Event Premises,” and are defined to include (but not be limited to) the actual UDEF Event venues, any vehicles used to transport participants in the UDEF Events to or from the Event Premises, and all other areas where any activity that occurs during the UDEF Events shall take place, before, during or after the actual UDEF Event. I hereby knowingly enter into this Waiver, and acknowledge that it extends to all persons entitled to claim through me or on my behalf or for themselves as a result of any loss, damage or injury to me, collectively, and that I and they are all bound by this Waiver and included in the party referred to below as the “Releasing Parties.”

In consideration of being permitted to participate in UDEF Events and intending to be legally bound by this Waiver, I, on behalf of the Releasing Parties, agree to all of the following: (i) I release and hold harmless UDEF, all of its affiliated and related entities (including PBT LLC), all persons and entities involved in organizing, supervising, conducting, or sponsoring the UDEF Events or occupying or controlling the Event Premises in connection with the same, as well as all licensees or assignees of any or all rights under this Competitor Agreement, and all of their affiliates, current and former directors, managers, employees, agents, insurers, successors, assigns and guests (the “Released Parties”), from any and all claims, lawsuits, losses, liabilities, demands and obligations of any kind, whether known or unknown, that relate to, involve or arise from the UDEF Events or my participation in the UDEF Events, or my presence in or upon the Event Premises, whether in the past or future, including all claims for property damage, injury or death resulting from such participation; and a release of the Released Parties and any other person or entity associated with a UDEF Event from any liability whatsoever due to noncompliance with the terms of this Competitor Agreement by any third party, including any event promoter, sponsor or media entity who is not under the direct control of and not directly bound by UDEF and affiliates or any other UDEF Event organizer; and this complete and general release includes all claims arising from past or future damage or injury, whether or not caused by the negligence or gross negligence of the Released Parties, as well as any use of my name, image, voice, and/or likeness for commercial or other purposes by the Released Parties or any other parties, or otherwise, (the “Released Claims”); provided, however, that the Released Claims shall not include any claim I have with a specific UDEF event organizer to agreed-upon compensation pursuant to a written agreement with that specific UDEF Event organizer; (ii) I will never institute or aid in the prosecution of any claim, demand, action or suit at law or in equity against the Released Parties, whether for damages, costs, expenses, compensation or other remedy, resulting from, arising out of, or relating to the Released Claims; (iii) I will comply with all applicable laws, rules and regulations in connection with the UDEF Events and the performance of duties at the UDEF Events, and I will indemnify and hold the Released Parties harmless for any violation of any such laws and for any damage or harm caused by my conduct or actions or inactions in connection with the UDEF Events; (iv) I will keep confidential and not use or disclose to any third party any information which is or which I have reason to believe would be confidential or proprietary information of UDEF, its affiliates or any UDEF Event organizer; and (v) I will not criticize or disparage at any time UDEF or any UDEF Event organizer or any of their affiliates, officers or directors.

Grant of Rights.

Promotion of the UDEF Events:
 In connection with the advertising and promotion of the UDEF Events, I grant and assign to UDEF, its affiliates, and the organizer of the UDEF Event in which I may be participating (the “UDEF Parties”) or, at their discretion, any affiliated and related entities, including licensing affiliates, and/or persons, firms, entities, or corporations which are licensed by any of the UDEF Parties, the right, in perpetuity, to record in tangible form and use my name, performance, likeness, voice, and biography, in any and all media (including the right to produce, display and otherwise use motion pictures, still pictures and live, taped or filmed television and other reproductions of me), solely for purposes of advertising and promoting the UDEF Events and other events affiliated with or sanctioned by UDEF, or for use by promoters, sponsors, licensees, and media entities as part of the promotion of the UDEF Events through the sponsorship, broadcasting or advertising of UDEF Events by such parties. Any such use of my name, performance, likeness, voice or biography shall be without separate compensation to me or to my heirs, devisees, executors, administrators, legal representatives or assignees. For the avoidance of doubt, nothing in this section shall permit UDEF or any of the UDEF Events to use my name, performance, likeness, voice or biography on any product, service or clothing, or in any manner that constitutes an endorsement by me of any product, service or company.

Merchandising:
 My prior written approval is required for any use of my name, likeness, signature, photograph, depiction or video (my “Likeness”) on official UDEF Events merchandise (the “UDEF Events Merchandise”) that is intended to be commercially sold. I agree that my response to any request for my approval will not be unreasonably withheld or delayed. With my prior written approval as to the items of UDEF Events Merchandise, the use of my Likeness and the compensation to me for this use, I grant and assign to UDEF and its assigns the right to use my Likeness on the UDEF Events Merchandise, and I acknowledge that use of my Likeness on any such merchandise shall not conflict with or cause me to be in breach of any endorsement contract to which I am then bound. In the event UDEF or its assigns desires to use my Likeness on UDEF Events Merchandise, I understand that I will receive a commission amount agreed upon in writing on any proceeds or revenue generated from such use.

Limitations on Rights:
 For the avoidance of doubt, except as set forth above, this Competitor Agreement is limited to UDEF Events and nothing in this Agreement grants any rights to the UDEF Parties or affiliates in my Likeness obtained from events that are not UDEF Events. I understand that by entering into this Competitor Agreement, I am not authorizing any of the UDEF Parties to be my agent or representative. I also understand that nothing in this Agreement shall prevent me from participating in any other events of any kind, including events that are not UDEF Events; and, for the avoidance of doubt, I understand that I am not prohibited under this Agreement from participating in events that have no relationship whatsoever to UDEF. I further understand that nothing in this Agreement shall prevent me from entering into a separate endorsement agreement with any third party, including any sponsor or promoter of a UDEF Event. Finally, I understand that third parties, including event promoters, sponsors and media entities, that are not under the control of and directly bound by UDEF or affiliates are not bound by the terms of this Agreement, and that I may wish to enter into separate contracts with them regarding the use of my Likeness.

I HAVE READ AND UNDERSTAND THIS COMPETITOR AGREEMENT, INCLUDING THE WAIVER AND ASSIGNMENT, HAVE HAD THE OPTION TO REVIEW ITS CONTENTS WITH COUNSEL OF MY OWN CHOOSING, AND HAVE SIGNED THIS COMPETITOR AGREEMENT AS MY OWN VOLUNTARY ACT. I further agree that no representations, statements or inducements have been made to me to enter into this Competitor Agreement. This Competitor Agreement is the sole agreement, and supersedes all prior agreements, between me, UDEF or any of the UDEF Parties relating to the release or waiver of claims in connection with the UDEF Events and the Event Premises, and no other oral or written agreement relating to those matters exists or shall be enforceable. This Competitor Agreement may be modified only in a writing signed by both me and UDEF or its authorized representatives. Any dispute of any kind between me, UDEF, any Releasing Party or any Released Party shall be resolved through binding arbitration decided by a panel of three (3) arbitrators to take place in Chester County, PA in accordance with the rules of the American Arbitration Association. I ACKNOWLEDGE THAT I AM AT LEAST EIGHTEEN (18) YEARS OF AGE (OR IF UNDER THE AGE OF 18, I WILL PROVIDE UDEF WITH CONSENT FROM MY PARENT OR LEGAL GUARDIAN) AND LEGALLY AND MENTALLY COMPETENT TO BIND MYSELF BY THIS COMPETITOR AGREEMENT. This Competitor Agreement shall be construed under the laws of the Commonwealth of Pennsylvania, United States of America.

I understand and agree that I am entering into an independent contractor arrangement and that I will not be an employee of UDEF or any affiliates. I further understand and agree that, as an independent contractor, I shall not be entitled to any wages or benefits from UDEF or affiliates, and that, to the extent I earn any income from UDEF Events, I shall be responsible for all taxes and other obligations associated with any payments received by me. I understand that my Competitor classification with UDEF does not constitute ‘Corporate Membership’ in UDEF or include voting rights, inspection rights or other governance rights. As set forth in UDEF’s bylaws, the Corporate Members of UDEF are individuals on UDEF’s board entitled to vote for the election of the board and other matters requiring action by such members pursuant to the Pennsylvania Nonprofit Corporation Law of 1988, as amended.

This Competitor Agreement shall be effective upon my clicking of AGREE and shall terminate when I am no longer a Competitor (the “Termination Date”). I may not assign this Competitor Agreement at any time. UDEF shall have the right, at its sole discretion, for any reason, to terminate or assign this Competitor Agreement at any time. The rights, releases and waivers granted in this Competitor Agreement shall survive termination or expiration of this Competitor Agreement.

Intending to be legally bound, by clicking AGREE I acknowledge and agree to all of the terms and conditions above.