EQUAL EMPLOYMENT OPPORTUNITY COMMISSION v. FOX NEWS NETWORK, LLC

Filing 4

MOTION to Dismiss for Failure to State a Claim or, Alternatively, for Summary Judgment with Memo in Support by FOX NEWS NETWORK, LLC (Attachments: # 1 Affidavit of Dianne Brandi, Esq., # 2 Exhibit A to Brandi Affidavit, # 3 (sealed)Exhibit B to Brandi Affidavit, # 4 Exhibit C to Brandi Affidavit, # 5 Exhibit D to Brandi Affidavit, # 6 Exhibit E to Brandi Affidavit, # 7 Exhibit F to Brandi Affidavit, # 8 (sealed) Exhibit G to Brandi Affidavit, # 9 Exhibit H to Brandi Affidavit, # 10 Exhibit I to Brandi Affidavit, # 11 Exhibit J to Brandi Affidavit, # 12 (sealed) Exhibit K to Brandi Affidavit, # 13 Exhibit L to Brandi Affidavit, # 14 Exhibit M to Brandi Affidavit, # 15 Text of Proposed Order)(Morris, Frank). Added MOTION for Summary Judgment on 11/5/2010 (znmw, ). Modified on 11/9/2010 (zrdj). (The exhibits contained privacy information and was restricted pursuant to the E-Government Act.) Modified on 11/9/2010 (zrdj, ).

EQUAL EMPLOYMENT OPPORTUNITY COMMISSION v. FOX NEWS NETWORK, LLC

Doc. 4 Att. 3

EXHIBIT

C

Dockets.Justia.com

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Avenue of the Amerlcas Neu York, New York roo36

FROMI

Diaune BrandÍ Sonior Vice President Legal and Businsss Affahs

STREET ADDRESS

I I21L Avenue of the Americæ
lSth Floor New York, New York 10036

FAXNo.:
PHONE

No,:

[phone] [phone]

Toi, HE¡IRY REIsCrl
RE¡ CATHERINE HERRIDGE
MESSAGE:

De¡r Henry,
Attnched is our offer to Catherlne Herrldge for contlnued employment.
Regards.

FAX NO.: 212-632-1235
NUMBER OF PAGES: (inciuding çovËr page)
16

DATE: August 6,2008
The information contained in this faceimite is confidential information intended only for the uee of tho individual or entity named abovo and may be legally privileged, If the reader of tfuis Elossage is not the intcnded recipient, you are horebynotified that any dissemination, distribution or copy of this fassimile is sffictly prohibited, If you have received thie facsimilo in enor, please immediately notify us by telophone and return the original facsimilo to us at the address provided abovo.

r21t Avenue of ttrê Amêrlcas
New York, New

Yoü roo3ó Phone zre,3ot"344r
Fax u¿.3or,578s

(

Dlanne Bmndl
Senior VI<p PÍesident Lpgal A Dusineæ Afr¡llt

August 6, 2008

Yia Facsimile:

21

2,632' 123$

Mr. HenryRçisch The rWillism Mortis AgenoY 1325 Avenus of the Americas New York, Nçw York 10019
Rer Crtherlne Herrldge
Dear Henry:

¡ \

Pursuant to paragraph 9.1 of Cattrerine's ounent Agreement, enclosed please find Fox ed emplolment begÍnniflg on October 23,2008, l*Is\rys's written offer to Catheriue for

con

Please contaot my offioe after your review of the earclosed draft. Sinoerely,

Diailne Brandi
\enclosure

pR4ryr
August 6, 2008

Ms. CatherineHenidge c/o The ltrilliam Morris AgenoY
1325 Avenue of the Alae'ricæ New York, New Yoù 100i9 Attention: HenryRoisch

äfd Fr

Dsar Ms, Henidge:

The following, when signed by Catherine Henidgs ("Performeru) *d Fox News Network L.L.C. (,,Fox,,), togJtirer with the Siandard Terms and Conditious, The Fox News Employee a Hantboàk, Éró eooi{ Guidelines, attached hereto æ Exhíbits A, B, and C respeotively, and madç p*rt ft-*óf by tiris referpnce (oollectively hereafter the "Agreernent"), wíll constitute the uuduatanding úepoen the parties relative to Performer's employm.ent as a general æsignment nowe reportor, nev/s ooffespondent, aud in any othø capacity as lox may require in connection with the Fôx News Channel, the Fox Business Neûwork, news prograrns, nerils servicæ, intemet oçrvioss, news feeds, ne\ry$ magazine progrûms, elcstion speoials, radio programe, publio affairs progfarns' or in documentaries, special programe, prcgrarn ssríe.s, or other prograruning produced, in wholo p*oneeiondent,',by *V of it, rmtiated companies. Pçrformer's on-air title shall be 'l'lational , Uy Fox ór ^C nU of the prcgamming describsd in the precediug sentence is hereinaftsr colleotively refefied to as the "Programs."
performer &grËçs that she will not serve aõ an anchor/oo-anch0r, or ut occasional snohor/coançhor duríng the ierm hereof; unless Fox, in ite sole discretion, deoides otherwise, Both performer and Fox aolarowledge that Performer has råised allegations of discrimination in the pasl has concorning her non-æsignment to anchor poeitione and ooncerning other mattore, and that Fox performer'sfallegations. Perfòruter and Fox also aoltnowledge that Fox hae determined investigatãd ttrat diúrimination did not occur arrd that Performsf does not agreo with Fox's determination'

SERVICESI Performer will be based ín Washington D.C. and will render her ss¡vioes hereunder to tho best of her abilities, and in aocordance with Foxrs echeduling and production requfuements, as subject to Fox's direction and confuol'
23,20Q8 TBRNI: The term ("Term") of ttrie Agreeurent shall c,ommsnce on October years through and inoluding Ootober 23,2011, unloss and shall continuç for thrEo consecutive soonff terminated in accordanoe with the provisions hercof,
oau.6e, to ternrinate this performet's employms¡rt hereundcr upon gtving Performer prior notroe thereof, Agreement and erich tçrmination to be effectrve at the time speoified in the nottce; provided, howevero that unless termination is for causo, Fox shall sxercise its rigbt of termination effective only at the eard of the

l.

Z,

2,i, Fox shall have the unresgicted right, with or without

at leæt 60 Second Contract year (i.e. effcotive October 23,20!0), upon eíther grving Performer afl days prior written notiòe thereot or paying Perfonnø the applioabte TVeekly-Compensatioû the heieúafrer dsfined, for the period be¡ryeen the effootive date of termination and 60 days from date on whichnotice wæ given' COI\4PENSATIO,N: In fi¡ll consideration for all of Performer's serviçes and rigbts herein gr*ted,T*Çro to puy and Pçrformer agreee to acoqpt coryllsa,tion based upon the tottowiãg u*urt rate-('Çompensation") for eæh wgek dwing whigh-Perfotmer hæ rendpred be services i,Weekly Compensation"), subjeot to auoh withholdings and deducüons as arö or may -Such pays its employeæ, required ùy law, fay*nnt shaU be-made weekly on the day Fox reguiarly A work week is defined a8 seven oonseçutive days, Monday through Sunday.

3,

T'irstÇoussct Yeqt: (tol23/08-rot22l09)
Se,cond toqftsÊl-laegq:

(L0t23loe-totz2lzol})
Third Conlraot.Yea¡: (r 0 t 23 t 20 t 0 - I 0 I 23 I 20r L)
\

3,1. During the Tem hereof, Fox will accord Perforrner clothing equivalent to policies gtnrolry approxímatety $7,500 pø-Contact Yeu in aooordance with Fox polices, yhiih in coneultatíon with involuu the uie of Fox's Wardrobo Deparknent whioh chooses said olothing Performor.
oapacity, and cable to such benefit plan" as above-teferenced plans, It is hereby confirrred that ssverance is not an "employee ind aÆcor6ingly perfbrmer reoognizes that she is not entitled to any severa.nçe upon termination of

maintained porformet'a

4'shallbeentitledtobenefitplans to other employees by such plans itr4t Ue sli

her employment,

paid vacation of folr weef.r pfor rigftt (B) floating holidays plue Fox-desiguated holidays, provided however that performor shali give Èox alleast four weekj prior written notioo of tbe dates of the desfued vacation, -Fox, Vacations must be taken dwing the year in whioh and the dates shã[ be at times convenient to hsr vacation. If (i) Fox Fox requests to request vacatiorr time, to defei her e to whioh Performer is vacation time entitled is used in thE appropriato year in which ít aocrues.

5,

VACATION: Within each Conftact Year, Fox sh¿Il accord Performer

a

in vac i

I

6, TRAVEL ÐCENSES: Although Pcrformff is bæed in Wauhington D,C,, Fox shall have the right to require Performor, at any tine or times, to travel to such placæ æ Fox, in its reæonable discretion, may determine, kr the event of such ffavcl, Fox shali reimbwso Performer for hor actual, reæonable out-of-pocket hansportation expenses to a¡rd fiom suoh plaoo (travel expeirses to be in accordfirce with Fox policy, and Performor shall bo accorded Business Clæs airfafe on domestic and intsrnational flights qver three hours; if there is no Business Class available on a specific flight, thenr Performsr shall bE accorded Firct Clæs aírfare), as well æ Performorrs actual, reasonable and necessary living expen$çs while Perfonnçr is in such place in accordaneæ with Fox's requirements, upon Performeds submittíng iterrized statements approved by Fox,

PERFORMBR'S RE,PRELENTATIQNS,: Performer represøtts that Perforrnor has the ñr11 right, power and authority to enter into aud perforrn tlus Agreement and that auy materiale created or fiJrnished by Performer ehall be original and to the best of Performer's knowlodge in the sxerciss of reasonable prudaroe not violative of tho righto of anythirdpaxty'

7,

8,

PAY OR PLAY: Nothing heroín contained shall ever obligate Ëox to utilize

Performe/s services or dieserninate Programs for whioh Perforrner has rendered sçrvices and Fox's only obligation to Perfor¡ner is to make the payrnents as herein provided, subject to any rights reliwing Fox of such obligation,

9. RIGHT OF FIRST REAUSAj. AND FIRST NEGOT.IATION, Provided Fox has not
terminated this Agreemont pursuant to paragraph 2,1 above, Performer hereby accords Fox a right of frrst negotiation and a right of first rcfusal with respect to Performer's services following the end of the Term horeof on the bacis set forth below.
9.1. Othçr than ae expressly set forth herein, at no time during ths Term hereof, shall Performer, directly or indirectly, or through an agerit or intermediary, solioit or entcrtain an offer ot job inquiry or enter into a negotiation or agreement with any other pereon or par'ty regarding the engagement of Psrformpr to render sersiçes following the Terrn hsreof. Perficrmer agrees commecroing ninety (90) days immediately prior to tho uxpiration of the Term (the "Negotiation Poriod') to enter into good faith nogotiations witlt Fox for the extension of thís Agreement on mutually agrosable terms,r During the flrst forty-frve (45) days of the Negotiation Period, Performer will not, directly or indirçotl¡ or thrrough an agont or intermedíary, ontcr into a negotiation, discussion or agreemont with any other person or party regarding the e'ngagoment of Performör to render services following the Term hereof, and shalt exclusivoly negotiato with Fox, If an agreemçnt is not rçaohed betwçen Fox and PerformBr during the first forfy-fivo (45) days of ttre Negotiation Perio{ then Perfonner, zubject to Fox's first refirsal rightÐ set forth below, may euter inüo negotiatíons with others for her seryices following the end of the Tonn.

Fox agreÊs to offer temrs at least as favorablo as thosç contained heroin. Should Fox desire not to enter into B new agroement with Performer following expiration of the Term, Fox shall so inform Performe,r at tho conutrenoortrent of the Negotiation Period and Fox's right of first refusal contained herein shail not apply,
,

I

DRAFT

3

9.2, Duríng thç Term hereof and for six (6) months following tho Term hereofl perfonnor shall not, direõtly or indirectl¡ or ttnough an agent or intermediary, accept an offer or enter into an agreünent or anangçmsnt with any other person or party for Perfotmor'e on-air servioes for a national cable television news network or a national oable television nows progrâm following the end of the Term hcreof, except as permitted by tlus Agrgement. Irr the èvrnt that performer receives a bona fide offer acooptable to Porformer (an "Offer") during the forty-five (45) days immsdiatelyprior to the expiration of the Term (i,e, the only period during the îerm d*ing whích Perfornei may solícit, entfftain or negotiate an Offer from a third party) or during the six (6) month period immediately followíng the end of the Tøm, Performet ehall not acceit such Ofilr or enter into any agreement or axrangement relatingloher sorvices, unless by the ehe has fitrt giuun Fox written notice of ihe termg and conditions of said Offer, signed offeror ot oorrfirmed in writing by Performer's reprosentattve, and an opportunity of 1t lcast ten (10) business da1æ for Fox to matoh those terms and oonditions; provided, however, that Fox strait match tho payment of money, and offer of a similBï position and geographic base. In the event that Fox does not matoh tiré Offer within tho abovç-referenced ten (10) business day ø doos not acoept period, then Performer shalt be ftee to etm and the six (6) ihe Ofier, Fox's right of first refusal In the event that at month poriod following the snd of the Term, (a5) dayu immediately prior to the any time during the Term, other than during the forty-five expiration thereof, Performer receives an Offer (whether suoh Offer was unsolioited or made to pçiformer as a result of Performcr's violation of the terms eet forth above), Fox shall not be obligated to take any action whatsoever with reepeot to such Offer and Fox shall not be deemed to have waived its right of flrst negotiotion or its right of firçt refueal as sst forth herein or srry other rights by virhre-of any aot ot fuilore to aot wifh respeot to such offer provided that it does

acc ehall

wi

respond within suoh 45-day time period refffenced above. 9,3, Performor and Fox each hereby acknowledges and ûgrees that Performer's servicçs are unique, aud thaT ths termo hereof are fair ând reasonable and have been specifioally negotiated and agreed to by the parties hereto'

be paid ñer weekly comporuation at h* thetx-cirnont rate, her benefits rvill remain iu effeot, and the Term shall be deèmed è*t*¿ø only for the period during which Performø continues to rondsr señrices and rnay bç terminated by ei{hø party effectivo at any trme on at lçast four weeks' notlce to the other.
1

10. RIGHTS-FOL_LOWING_ËND OF TERM: In the evart that Performer continues rendering s**ioìlfoñi followiog the expiration of ths Term hereof, Performer shall oontinue to

1, CONFIDE-I'{TIALITY¡ Except

as expressly permitted under this paragraph

1

1,

under

no_

hor re,presartativou, a,gerits, and/or dssig¡oes, direotly or indirectly, disolose, diwlgo, rsnder or offer any ¡nowledge or information to any other person of parfy what¡oevs concøning any mattery 'aff¿in and plans (regarding the Progruns or otherwise), trluting to tñe Progams or Fox's including, but not fi*ite¿ too tho compensation of tho personnel and perfonners (inoluding

oi,cumstaooffirpríoito,druirrgoraftertheTerm,shallPerfoTrnerand/oranyof

DRAFT

performer's Comperrsation), all past, ptesent, or future production budgets, story ideas, story *otrnt, works in ptogr.rr, c,onn¿e"tiat or oxclusive information, and story leads and tipa, (cotleotively and individuall¡ "Conf,dantial Info of Confidential krformation by Psrformer dosigneos, will constitute a material breach Psrformçr may divulge the contents of this other business tepresËntatives upon condition agreement to keep the information confi.dçntial, or æ required by law'

L2, IIII-ERVIEW$ / PRESS RELEASES: Neither Performer nor Performer's agen(s), sþternante or grant any interviews concerning representativ programs pérformefs ,årui6s o, ihe without i'ox's prior consent exslusive of spontaneoug and by anV pedia non-dorogatory remark. If at iny time dwing the Tärm Performer ís approached
entities outsid! of Fox for iutervicws, comrne,nts, appeamncse, eto., Performsr ehall irnmediately contact Fox's Media Relations Deparrnent in ordor to coordinate such requests príor to agreeing to give any suoh inte¡Yiews, comnente, appearanges, eto.

NOTICESI to Perf,prnrçr; All nofices from Fox to Perfoïmer shall be given in writurg (registere'd to performu, undìãTto pofo**t at the addreee hçreinabove set forth by prepaid mail or certified, retum receipt requested), or by facsimile, or at Fox's optior¡ Fox may deliver such mail notice to performer persónally, any notice sent by facsimíte shall be immediately followod by or delivery' in tho tuaüner set forth above. Notice shall be deemed given on date of diepatch

13.

13,1, To Fox: All notices from Performer to Fox shâll be sent in the same manner as set fortlr in paragraph 13 nbove and shall be addressed as foliows:
Fox News Network L.L,C' 1211 Avarue of the Ame,ricas New York, New York 10036 Attention : Legal Department Faosimile numbor: QIz) 30L-5785

Agr
arbi of the Amerioan ArbÍtration Associaton then in efTeot. The arbitrators shall iesue a full written opinion setting forth the rcasons for their deoisions. Suoh ubiuation, all filings, evidencç and testimony connected with the arbítration, and all relsvant allegatione and eyents_ leading up to the arbitratioî, shatt be held in stiot oonfidence. fudgmørt may be entered on the arbihators' award in any court havíng jr.risdiction; howwer, all papers flled with the court sither in support of or in opþosition to thã atbihutore' decision ehall be f,1ed under seal. Breach of oonfidentiality by any party shall be coneidered to be a matedal broach of this Agreement.

15. GFNER¡\L:

t5,i This Agfeemrent constitutes thc entire agreoment and underst¡¡ding betrvoen the partiæ, and it supusedes and replæes all prior communications, negotiations and ageemørts, whether writton or oi¿. This Agroement cannot be changod, modified, amended or supplonented,

except in a subsequent writing t[at cont¿ine the handwrítteu signaturçs of the parties, Subsoquent oruilr wíth tped nams6 uo¿lor signaflre blooks are not eufficiçnt for purposes of ohanging, modifying, amending or supplementing tlris Agreenent'
15.2. Banhparty has cooporated in the dra.fting and preparation of this Agreemont. Hence, in any conskuction or interpretation of this Agreement, the same shall not be oonstrued against any pa$y on the basis that the party wæ thE drafler, 15,3. This Ageement shall be governed æcordíng to the laws of the State of New York without regard to conflict of laws prinoiples,

the foregoing is in accordance with Performer's understanding, kindly so indioate by signingbelow.

If

VerykulyyouÍot
FOX NEWS NBTTVORK L,L.C.

ACCEPTED AND AGREED TO:

By:

Social SecurityNo,:

Dato Bxecuted:

Exhibit

A
STAI\DARD T

(
1. MAIL

Unlees marked pere addrossed to Psrfornrer relating to the Progl intended for Performer, or copies thereofl shall be turned over to Porformer vitithin a reasouable lengÍh of time, Pçdormer shaú rurn over to Fox forthwith any mail addressed to Psrformer relative to the Prograurs or the opuation of the applioable Fox faoility,

1.1,

2. EXÇI,IJFTyITY
2.1,, Performçr's services shall be completoly øiclusive to Fox, unlçss othenvisc specifically set forth, Accordingl¡ dwing the Tçtm, Psrformsr shall not:
2,1,1. Render othsï televísion eervioos of any t¡'po whatsoever, whether free, over' the-air, basio cable or pay cablo; or
Engage in any activity that would conflict or interfere with the performance of Performer's services hereunder, or wor¡ld otherwise be prejudicial to Fox's bueiness intoreete¡ or

2,I,2,

2.1.3. Permit or authorize the use of Performer's real or stage name, vciice, porEait, pictire or likeness, or the uee of any endorsement or testimonial in advsrtieíng or publícizing any institution, produot or service; or
Engage in any activity whatsoever relating promotion of any artiolos o¡ materials used on the Program.

2.1.4,

to the sale, advertising or

Without limiting the generaiity of any of the foregoing, during the Term, Perfoflner will not, directly or indireotþ:

2,2,

2,2.1. hsve an interest of 1% or mor in a corporation, flrnt, trust or associatlon
which is in oompetition with Fox;

2,2,2, owtr or have any beneficial intsrçst in uny company, business or iuterest where to do so will conflict with ttrs ñrll and faithfl¡l performancs of Performct's dutiee for Fox, spooifloally includi:rg, wittrout being limited to, any companies which produce and/or distribute
feature ot syndicated filnrs, records, oartoono, radio or television programs, or manage or ropresent talont (othø than companice whose stook is listed on a national stock exchange); or

2.2.3. rvíthout Fox's prior knowledge and written consçnt in oach instance, acoept any

compensation of any kind or gift or gatuity whatever, regardless of its value or form, from anyone not employed by Fox, inoluding without limit¿tion from any agent, employee of anyperson, firu oT oorporation, whore interests may or do conflict with Fox or with whom Fox competês or may ooÍtpete or does or has done businoss. Without derogating from Fox's right to tsrminate this Agrcemerrt by reason of Perfo¡ner's breach of other provisions hereof, upon violation of eny provision of this paragraphbyPerformer, Fox may forltrwith terminate this Agreematt,

2.3, Notwithstanding anything to the oontaf,y oontained in paragraphs 2.1 tluough 2.2.3' above, during the Term, Performer shall have the right to render only the following eervioes for third parties ("Third Par[y Servicar"): (a) Giving occæional lecturcs; and (b) writing books and/or newspaper and magazine columns, provided in eash of the foregoing ínstances every one of the conditions and requirønonts sgt forth in paragraphn 2.3.L through2,3.6. are mçt:

2,3,1, No Third Party Ssrvícee shali evor conflict or ínterfere with the
performanoe of Performerrs services as required hereunder;

2.3.2, Performer shall not use, or permit the use of, any Materials (æ such term is defined in paragraph 3.1 below) or any other property of Fox or of any of its Affrliated companies in connçotion with any Third Pafy Services. hr this corureotion, it is undqstood that any matenals based in any way upon or related to the matcrials acquired for or included in any program aired ovEr Fox facilíties, i.o., arry of Fox's news related, rtewslmagazine programS or newe ptogram! will continue to be the sole and exclusive property of Fox and are subjeot to the provisiono of paragraph 3.1. belowi

2,3,3, With respect to each proposed Third Party Service, Psrformer shall notiff Fox of tho proposed Service including the name of the entity and the dates and times dwing which Performer's services would be required, and Porformer shali request and obUain Fox's prior approval in order for Porformer to rendor eaoh euch Third Party Service, which approval will not be
unreasonably withheld;

2,3,4, Wth respeot to the writing of books referenced in paragraph 2.3(b)
above, Performq shall abide by the Book Guidelines attached horeto as Exhibit C,

2.3.5. All Third Party Services shall be commensuratç with Pst'former's statr¡re as an objective, impartial newsperson and journalist; and 2.3,6, Performer is uot in breach heroof.
2.3.1 . V/ith reepect to 2.3.þ) above, subject to paragraphs 2.1, througb 2.3.6 as between Performer and Fox, Perfonner shall own and may exploit all rights to ths above, V/ritings before and during the Terrn as provided herein; provided, however, if Perfonner desirçs to exploit any television, home video or theatioa.l motion pichue rights (ths "Rights") in aud to euch rWritinge during the Term, Porformer shall first notiff Fox (and no other party) in writing of suoh

fact, and Fox ehall have 10 busincss days after receipt thercof to notify Porformer whether or not Fox desi¡ee to negotiate for the Rights. Notice of Fox's elEction shall be gven to Perforrrer in witing and Fox's failure to serve notios of its elestion shall constitute an election by Fox not to negotiãte. If Fox elects not to nogotÌate, then, subject to paragraphs 2.1. through 2.3,, Performer shall be free to license or otherwise dispose of the Riehts to others.

2,3,7,L. If Fox serves notico of its eleotion to negotiate for ths Rights, Performer shall negotiate in good faith exclusivoly with Fox for 20 business days a-r to te,nns and conditions for ttre licørsing ot gale of suoh nightt to Fox. Neither Fox nor Psrformer shall be obligated to continue such nogotiations afier the expiration of the 2O-business day
negotiating period.

3.MEBqSIE
Fox shâll solely and exclusively own all rights of every kind and nahro in perpetuity and tbrougþout the univefse in the Programs, tho titles thereof, and all oomponants and materials con1aioud in the Programs, and in ali of the results and proceeds of Performet's servicæ hereunder, inoluding, without lirnitation, arry materiais of any kind ueated, doveloped, prepared, produced" edited anO/or fiunished by Performor for the Programs ("Materials"), Performer acknowledges ttrat tþe Mateúals arç worke speoially ordered byFox for use as part of a motion piottuo (the Programs) and that the Materials ehall bs oonsidered to be a "work made for hire" for Fox, and therefore Fox shall be the author and sole copynsht proprietor of the Programs and Materials for all purposos in any media and in any form whether now lnown or hEreaftsr devised tbroughout the wtiverse in perpetuity without limitation of any kind. The Prograrrs, including the Materials, may be registered forìopyright in the narne of Fox or its designee, Fox may rnake any ohanges in, deletions from, or additiõns to the Programs, and Performçr waiveg the right to exercise any right of "droit mor&I." All of Fox's nght. undEr this paragraph 3 ehall continue in perpehrit¡ notwithstanding expiration of the Term, or tsrmination of this Agreoment or Psrfonner'e servioss for any reason. Without limiting the generality of Fox's rights undet thie paragraph 3, Fox ehall have the right, without the payment of any additional compeneation to Psrformer to uso portions of the Programs in the production of any other programming.

4.

ETGHTS

Without limiting the generality of Fox's rights undçr paragraph 3 above, Fox shall have the right at any time or timee to exhibit the Programs or any parts thereof and/or use and rÊuse recordings of the Programs or any parts thçreof and/or liccnso othere to so çxhibit, uee and/or reuse tho Progfams, portions thereof and resordings thereof over any facilities of any t¡pe whatsoevsr, whethor on a conneçted (i.e., nenvorh iacluding but not limited to Fox Broadoasting Company) or non interconnosted (i,e,, s¡ardioated) or sateltite basie, or afly other basie, whether now known or devieed, or in any form hereafler devisod, and in any mediq whether now lanown or the universç or hsrsaftsr devised, an unlimíted number of whottrer now known oomputer 6efl/ioçs, oT and forever, iucluding witlrout limitation interactive telovision,

the Intemet. The days and times on whích the Programs may be exhibited, the duration of the Pmgrams, and the trtles, forrnats, content and all other elements, compononte and charaotoristics thercof shall be desiguated, and maybo changed, by Fox frorr time to tíme in its sols disøetìon,

5, IDTDEM,NIIFICATION
5.1. Performer will ¿t all times indcmnit and hold harmlçss Fox News Network L.L.C., its påxent snd affiliated companies, advertisçrs whose commerci¿l aünouncements are oxhibited in connection with the Programs, and their advøtising agencies, if any, any facilitias over whích the Programs a¡e exhibited, any of its licensees or æsignees, and any of its or their officers, direotors, agents or employeee from and against any and all claims, damages, üabilities, soets and expËnses (including rsasonable attorneys' fees) atising out of (a) the use of any Materials, whether or not required of Performer, fumished by Porformer hereunder, (b) any breach or alleged breaoh by Performer of any warranty or a$eenxent made by Performer hereundet, or (c) any act done or words spoken by Performø in connsction with the produotion, broadcast or dissemination of any Programs.
and hold Performor harmless from and against any and all claims, damagee, tiabilities, costs ând expenses, inoluding reæonable attomeyr' fees, arising out

5,2, Fox shall similady indemniff

of the use of any matøriale fumishÊd by Fox in connection with the broadcast of any Prograurs and any acts done or words spokon which were approved in advanco by Fox, and/or any breach by Fox of its obligations hereunder,

5.3. Each party witl give the other prompt written notico of any such clainrs and/or legal prooeedings and shall oooperate with eaoh other on all mattere covered by thie paragraph, which
shall survive the expiration or tsrmination of this Agreement.

6. COMMISËJONS
Performer ehall be eolely responsible for any and all componsation to brokers or agents in conneotion with the making and/or perforrnance of this Agreement, and Porformer shall indemnify Fox against any ond all claims therefor.

7. INTERNET RESTRICTIONS:
Performer shall not partioípate in or publish a web log (i.o, a 'blog"), post on internet messflgË boarde or chat roomsr maintain a website or publish any other similar contemt on the intemel or tbrough any other form of communioation or new media (including iPods), whether now known or hcreafrer devised, via personal computet, personal omail, instant mcssenggl, Blackberry, PDA, oellular telephoue or other wiroloee or online mothod, or a.ny othsr method whether now known or hereafter devised, witho instancç,

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8. PROMOTION

perforsrer requæted by Fox ar*o*outnànts, b

personal appearances as and when reasonabiy and shall also rondff servicos for promotional ut any additional compensation'

Performer warranb tb¿t neither Performer, nor to the best of Pçrfotmer's knowledge, inforrration and belieÇ hæ anypçrson aocepted or agreod üo accept, or paid or agreod to !ay, any money, servioe or any vaiuablo côneíderatiorq æ defined in Seotion 508 of the Communicatiorts Act of 19i4, as amended, for the broadcast of any matter containod in the Program, and Performe'r fr¡rther \ryarrants that Perfonner shall not, during the Tenn hereof, accept or agrçe to accept (excopt ftom Fox), or pay or agree to pay any moneyr service or sny valuable oonsideration æ dsfined in Section S'Og oi tire Communiõations Act of 1934, a¡ amemdod, for the broadsæt of any matter containcd in the programs, It is agreed that a violation by Performet of the provisions of this p'ar agfaph gives Fox ttro right to terrninate this fufeenrenJ and Performff's employment hereunder r -f o caur". The foregoíng, howevor, shall not limit Fox'e right to terminato for any other oausÊ,

10. INJUNCTIVE RELIEF
Performer acknowledges that the eervices to be perfonned by Pçrformer and the rights and privileges granted to Fox herÉunder are special, unique, unusu¿l and extaordinary and are of an änistio a¡r¿ profeseionat çha¡aoter giving them a peouliar value, the loss of which cannot roasonably or adequately be oomperrsated for in damages in an action at law, and the breach by Perfonner of any provieíons contained herein will cause ineparable injury and darnage, Aocordingly, Fox shall Ue'entitted æ a matter of right, without further notiçe, to seek an injunction and other equitable relief to prevent tt¡e violation of any of the provisions of thís Agreement by Pøformer, Nçither this provision nor the exçrcise by Fox of any of its rights hereunder shall constiTutc a waivsr by Fox of any other tight* which Fox may have to damages or otherwise,

11,@
Performer hereby grants to Fox the right to use and license othsrs to use, as pre-approved by Pe,rformer, Performer'g narne, stage namo, recorded voice, biographioal data" porüait, likeness anüor picture for advertising purposes and/or purposes of trade in connçctron with the Prcgrams and in connoction with Fox's institutions, products and services and the institutions, produots and sefricçç of any spoïlsor of the Programs, provided that no Euch use shall oonstitute an endorsem'ent or testimonial'by Performer for any institutior" produot or servioe without Performor's prior wntten consent.

11

12, EQRCE MA.IEURE
Fox's norm¿l business operations or materially hampered or otlrerwise interfered wíth disruptive event which ie beyond Fox's confrol, Performer to suspord ths roudition of serviçes by Perforner and Fox shall have no obligation to pay Porformçr during such Force Majeure. As used herein "Force Majeure" sha[ inchdé but not bê lirnited to evnts beyond tlre confrol of Fox, zuch æ a labor diqpute, stike, aots of God (including weafher, govanmental actio4 regulations or decreos). In the event of a Force Majeure which continues for 30 oonsoûutive days, F'ox and Performer shall each have the right to terminate this Agreement upon 30 days prior written notioe thereof provided ths Force Majeure is çtill in effect upon the effective date of tormination. If upon receipt of Performø'e notice of termínation Fox rpsumes payrnent of compearsation to Perfonner, Perfonner's uotioe of tsrmination $hall be dçemcd null and void, and tho Agreemont shall continue ín full force and effect as though no notice of termination had bepn given,

If

13,

PERFORMER INçAPACITY

Subject to st¿ndard Fox employment policiee, if Performsr is provonted from or materially interfered in the rendition of eervicos, by reason of illnoss, material physical or mental disability or alteration in Performeds appearance or ímpairment of voice or other cause whioh would make Performer's failure to render servicee øicueablo at law, Fox shall have no obligation of paymont hereunder except that Fox shall pay Performer for up to two weeks during each Contract Year.

14, GEFTERAL

14.1. This Agreemecrt is non-assignable by Performer and any purported æsignment by Performçr shall be void. This Agreemørt shall inure to the benefit of Fox's sucoessors, assigneos, and Affiliates, and Fox and any zubsequent aesignee may freely æsign this Agreement, in whole or in palt, to anyparty, provided that such patty assumes and agrees in writing to keep and perform all of the executory obligations ofFox hereunder, As used in this Agreement, the term "Affíliate" shall mean any company contolling, controlled by or rurder oornmon conhol with Fox.
14.2, The waiver by eithu party of a breach of any provision of this Agreement by the other party shall not operate, nor be oonsfrued as a waivEr of any subsequont breach by such othø party.

and shall not be deemed to affect,

14.3. The paragraph headings contained in this Agreement are for rrference pr:rposes only qualiff or ampliff the sc,opo of the referenced paragraphs
This Agreement is subject to Fox's standard employment polioiee.

I4.4.

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Exhlblt C:

If a Performer under Contract requests to write a book, she must
guidelinæ:

adhere to the

followin

1.

In order to make the request to write the book, Perfonner cannot be in breach of hsr contraçt with Fox Newe or in the midst of curing a broach of hEr conhaot,
Provided Performsr is not in brcach of or curing a breaoh of her contract, then PerformEr shall/rst seek Fox's approval to write abookprior lo discussing, entertaining, and/or negotiating any book deal with a publisher or disfributor. Fox News shall
advance,
re,oeiv

2.

3, 4, 5.

e I0% of the net profits from all book eales after earnout of any

Performor wíll submit to F'ox Nows for approval before submittiug it to the publisher.

a

written outline of the book, including title,

With regard to publishing the book, Performer shall give Harper Collins (and no other parly, other thaû Fox News) a first Look at the book. Harper Collins shall havs 10 business days after receipt of the book material to noti$r Performer whcther or not Harpu Coilins dæires to negotiate for the publishing rights (the "Rights"). Nol.ice of Harper Collins' election shÊ^il be given to Performer in writing, and Harper Collins' failure to serve notice of its election shall constitute an electionbyHarper Coltins not to negotiate, If Harper Collins elects noi to negotiate, then Perfomer shall bs free to dispose of the Rights to othefs.

5.1. If Harper Collins

sËrvÊs notice of iÍs election to negotiate for the Rights, Performer good faith oxclueively with Harpor Collins for 20 business days as ehall negotíate in to tems and conditions for the lice,lrsing or sale of such Rightt to Haper Collíns, In the event the parties do not roash agreement dwing said 20-day poriod, then subsequent to said 20-dayperiod Performer shail accord Harpor Colline a right of first rsfusaÍ on any offers madc to Performvr to publish the book by other entities whích Performcr is willing to accept. Harper Colüns shall have 10 business days to rnatch such offer, I¡ no ovont shall Perfonner acopt an offer ûo publish the book fiom any entity whish offer ie less than the last ofTer made to Performer by Harper Collins.

6,

Assuming Fox Newe gives permission to write a book, then Fox Nows shall approve tho topic and titlo of the book, and Fox News shall have soie control over the use of anyFox News logos, tradema¡ks, otc. in connection with tho book and its promotion.
The writing of the book can nçver interfers in any way with Performer's services for Fox

7,

T3

Newe, This is of the essençË, Accordingly, Performet is required to submit to Fox Nsws in writing a scheduls for the days and timee when Performer will write and othenvise work
the book,

fr on{{

8,

No materials belonging to Fox News, inoludi trauscrípts of Fox News programming, may b mittenpe,rmission of Fox News. In the evsnt Fox News gives permissionto uee such mgtgrif,le, Performsr and Fox News shali agree upon B fee due to Fox News for such uso'

9,

Nothing about tho book shall ha,rm, in anywa¡ journaliet, or the , fair and balanced, newsperson and reputatiou of Fox News, including the Fox News Çharurel.

10. If Performer ie a Fox News opinion maker: Tho book shall be consistçnt with Performer's ourtont public image and cannot harm, in any way, tho reputation of Performer or Fox Nows, including the Fox Nows Channel. I 1, Once thp book is published, Performer can promote it no rnore than twice per week on the Fox News Channã[, each time in no more than 20-second incrernents, Any additÍonal prornotion time must be purchased by Performer and will bo sold to Performer in Fox Nows' sole díecretion, If any otLer PerfoÍner or gueet on the Fox News Charursl promotes the book, such promotion shall count aF onç of the spots referenoed in the first sentenoe of this

paragraph 1 I,

12, Any book tours or promotíonal campaigns, inoluding, without limitation, television preappearançes otr ptogru*s and networkn othçr than on the Fox News Channel, shall be shall never apptor,,ea by Foi Nãwe, shall be done only on Performer's vaoation time, and ¡nctu¿" appearanoes on CNN, CNBC or MSNBC. For appeafarics on thoNBC Broadcæt Netrryork, Þerformçr must got an assrrance that her appoarance will not be repeated on MSNBC or CNBC,

TQH:
IF PERFORMER VIOLATES ANY OF TTTÉ FOREGOING, SUCH VIOLATION SHALL BB CONSIDERED A BRTACH OF PBRFORMER'S EMPLOYMENT AGRËEMENT WITH FOX NEWS,

FOX NEWS HAS THE RIGHT, N ITS SOLE, REASONABLE DISCRETION, TO DECLINB pERFORMER'S RBeUEST TO WRITE A BOOK IF FOX I.IETVS BELIEVES, IN mS SOLE DISCRETION, THAT SUCH WRITtr{G TS NOT IN THB BEST INTEREST OF FOX NE\YS.

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