Radio Show/ Podcast Agreement:
This Radio Show/ Podcast Guest  Agreement (“Agreement”) is entered by and between Nutritionally Sound, LLC.  DBA:  Harmony With Food TM

 

(“Radio/Podcast Host”), herein referred to as “The Company" or “Company” or “COMPANY” or “HWF”, and the undersigned guest (“GUEST”):
NAME OF COMPANY, LLC OR INC.  /  GUEST FULL NAME AND TITLE
herein referred to as PARTICIPANT /CONTRIBUTOR/ GUEST.  Collectively referred to as the “Parties.”

The start date of this agreement is on the date that the GUEST signs and or accepts this agreement. 

This agreement will end on 11:59 am EST on the date that the GUEST appears on the show. 

You have agreed to be a guest on with The Harmony With Food Radio Show hosted by Meg Marie O’Rourke, airing live on Saturdays at 11 am on IHeart Radio WHJJ/Newsradio 920; W232CF-FM (WTKE-F3)/Mobile (Sun. 11am); KLKS-FM/Minneapolis (Sun. 7am); WLKF-AM/Tampa (Sun. 6pm); W244BJ-FM/Tampa (Sun. 6pm); WTNY-AM/Watertown (Sat. 6am); W240EA-FM/Watertown (Sat. 6am); KKWN-AM/Seattle (Sat. 8am); WRMN-AM/Chicago (Sun. 12n); WCAP-AM/Boston (Mon. 9am).

DATE TO APPEAR ON SHOW:  
You the GUEST will be on the HWF show during the first segment of the show from 11:30 am through 11:59 am.  HWF  and all material contained in the service are provided AS‐IS and without warranties of any kind, express or implied. You agree not to hold HWF or its PARTICIPANT/CONTRIBUTOR’s liable for the content, or for any delays, inaccuracies, errors or omissions in the transmission or delivery of such content.

Grant of Rights:
Guest hereby grants Host the irrevocable, worldwide, royalty-free right to record, reproduce, edit, distribute, and publicly display the interview (“Recording”) in any media format, including but not limited to audio, video, transcripts, and promotional materials.

Ownership:
All rights, title, and interest in and to the Recording shall remain exclusively with Host. Guest acknowledges that no  royalties, or ownership rights are due for participation.

Editing and Publication:
Host retains sole discretion regarding the editing, production, and publication of the Recording. Guest understands that the final published version may differ from the original interview.

Promotional Use:
Guest consents to the use of their name, likeness, image, voice, and professional information in connection with the recording and related promotional activities. Guest may share the published episode but shall not alter or misrepresent its content.

Conduct:  
Guest agrees to participate in a professional manner and shall not make defamatory, discriminatory, or unlawful statements. Host reserves the right to terminate or decline publication of the Recording at its sole discretion.  In addition, guest agrees to follow all FCC guidelines.

Confidentiality:
If Guest explicitly designates any portion of the interview as “off the record” during the Recording, Host agrees not to publish such content. Absent such designation, all recorded material shall be deemed publishable.

No Guarantee of Publication:
Guest acknowledges that Host is under no obligation to publish or distribute the Recording. However, at this time the show is Syndicated to the 15 stations nationally.  Guest understands and is agreeable that this show will be syndicated nationally.  This number of stations can increase or decrease and the Host is not responsible for which stations the show /episode is or is not syndicated to.

Indemnification:
Guest shall indemnify, defend, and hold harmless Host, its affiliates, employees, contractors and agents from any claims, damages, or liabilities arising out of Guest’s statements or participation in the Recording.

Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict of law principles.

Entire Agreement:
This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements, whether written or oral, relating to the subject matter herein.

Terms of Use:
This Marketing Agreement (“Agreement”) is made by and between HWF and the undersigned “PARTICIPANT/CONTRIBUTOR”:  NAME OF PARTICIPANT/GUEST
whose name and address is on this form, and shall be effective upon execution. (PLEASE READ IT CAREFULLY). This Agreement covers services provided by HWF.

Warranty Disclaimer:
Except as otherwise provided in this Agreement, HWF makes no warranties, expressed or implied, especially merchantability, regarding the Service. Any failure by HWF to furnish or maintain the Service is excused for labor difficulties, government orders, acts of God, or circumstances beyond reasonable control.

Warranty Disclaimer:
Limitation of Liability To the extent permitted by law, HWF will not  be held liable to PARTICIPANT/CONTRIBUTOR: NAME OF GUEST/COMPANY for any indirect, incidental or consequential damages, including lost profits, whether such liability arises out of contract, tort (including negligence), strict liability or otherwise. The term  as used in this section shall include agents, employees, contractors and sub‐contractors of HWF.

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Confidential Information
The Parties agree that information disclosed orally or in writing or made available by any party, including, but not limited to, information acquired from employees; trade secrets;  trade marks; strategic plans; invention plans and disclosures; customer information; suppliers; software; distribution channels; marketing studies; intellectual property; information relating to process and products, designs, business plans, business opportunities, marketing plans, finances, research, development, know‐how or personnel; confidential information originally received from third parties; information relating to any type of technology, and all other material whether written or oral, tangible or intangible, shall be deemed "Confidential Information." In addition, the existence and terms of this Agreement shall also be treated as Confidential Information. The parties agree that any Confidential Information disclosed prior to the execution of this Agreement was intended to be and shall be subject to the terms and conditions of this Agreement.

Ownership of Confidential Information:
All Confidential Information, and all material items remains the property of the HWF and no license or other rights in the Confidential Information are granted to the Recipient by this Agreement or by the act of disclosure. No rights, obligations, representations or terms other than those expressly set forth herein are to be implied from this Agreement. In particular, without limitation, no license is hereby granted directly or indirectly to any Party or their respective employees: (a) under any patent, trademark, trade secrets or copyright; or (b) to use the other Party's name, trade names, trademarks, service marks, logos or designs for any purpose; without the other Party's prior written permission. The GUEST; NAME OF GUEST/COMPANY NAME agrees to post about the show on Social Media including but not limited to:  Facebook and Instagram at least 2 times prior to the date of the live show and 1 time the day of the show and 1 time within 5 days after the show.

Indemnity:
PARTICIPANT/CONTRIBUTOR/GUEST; NAME OF GUEST/ COMPANY NAME
agrees to release, hold harmless, and to indemnify HWF from any claims that are the result of legal actions brought by any person, public, third party or otherwise, which the PARTICIPANT/CONTRIBUTOR/ GUEST; has  from any claims that are the result of legal actions brought by any person, public, third party or otherwise, with PARTICIPANT/CONTRIBUTOR/GUEST. 

Notifications:
HWF will notify PARTICIPANT/CONTRIBUTOR/GUEST; in advance by written or electronic notification of any changes to this agreement with a 30‐day advanced notice.  

Attorneys’ Fees and Costs:
PARTICIPANT/CONTRIBUTOR/ Guest; NAME OF GUEST/COMPANY NAME
shall be liable for and shall indemnify and reimburse HWF for any and all attorneys’ fees and other costs and expenses paid or incurred by HWF hereunder, or resulting from any breach by PARTICIPANT/CONTRIBUTOR/ Guest; of any of the terms or conditions of this Agreement.

Terminating this Agreement:
All payments by PARTICIPANT/CONTRIBUTOR/GUESTS are final.  Due to the nature of the agreement, no refunds will be honored.

Other Terms and Conditions
Any legal action brought by PARTICIPANT/ CONTRIBUTOR/GUEST against HWF respect to this agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, without regard to its conflict‑of‑law principles.  

Any legal action, claim, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the State of Rhode Island. The Parties consent to the personal jurisdiction of such courts and waive any objection to venue.

Guarantees:
HWF makes neither representations nor promises as to the expected level of success using the HWF  radio show/brand. Individual results will vary. 

Cancellation policy
No Risk 60‐day cancellation policy. Notice in writing is required.

Acknowledgment:
Special Programming Issues:
HWF will not allow political advertising on its programs.
The station reserves the right, in its sole discretion, to reject any game, contest or promotion that in its sole judgment it believes could be construed to be a lottery under applicable federal or state laws or does not in any way comply with the rules and policies of the FCC.

Station Identification Announcements:
In accordance with Paragraphs 49 and 50 of United States Federal Communications Commission Report and Order No. FCC 07‐217, Programmer will not discriminate in any contract for advertising on the basis of race or gender, and all such contracts will be evaluated, negotiated and completed without regard to race or gender.

All parties acknowledge that the GUEST has had the opportunity to consult legal counsel in regard to this agreement, that  the GUEST has read and understands this Agreement, that the GUEST is fully aware of its legal effect, and that  the GUEST has entered into it freely and voluntarily and based on the GUEST own judgment and not on any representations or promises other than those contained in this agreement. The Parties have duly executed this agreement as of the date first stated above. By their acknowledgement below all parties agree to the above stated terms and conditions of this agreement.

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