EQUAL EMPLOYMENT OPPORTUNITY COMMISSION v. FOX NEWS NETWORK, LLC

Filing 5

ERRATA by FOX NEWS NETWORK, LLC 4 MOTION to Dismiss for Failure to State a Claim or, Alternatively, for Summary Judgment with Memo in Support MOTION for Summary Judgment filed by FOX NEWS NETWORK, LLC. (Attachments: # 1 Corrected Exhibit B, # 2 Corrected Exhibit G, # 3 Corrected Exhibit K, # 4 (sealed) Consent Motion to Seal)(Morris, Frank) Modified on 11/9/2010 (rdj).

EQUAL EMPLOYMENT OPPORTUNITY COMMISSION v. FOX NEWS NETWORK, LLC

Doc. 5 Att. 3

CORRECTED EXHIBIT

K

TO AFFIDAVIT OF DIANNE BRANDI, ESQ.

Dockets.Justia.com

l2ll.

Avenue of the AmeÍcaE 2nd Floor New york, Nerv york 10036

June 19,2009

New york, Nerv york 10019
Aftentíon: HenryReisch Dear Ms. Herridge:

Ms. Catheri¡re Herridge c/o The Willia¡n Morris Agerrcy 1325 Avcnue of the Ameri-cas

*l¿;il;""s, Handbook' the Book cuidel¡nes, aralËhîog part hereof by rhis refere¡rce 1*ri""t.u.ry ur:derstandi'g betrveert the parties **.ft:;-il'ì,ig,. *n"nt,), qil constiture the reiñ;;" Þerfomrer's as a generar assignmørt news re'portcr' llews Qq¡'s5¡¡onclent, ",rrfroir"otrequire and in uny other_ca¡:acity *î"-irrrv in conneciion with the Fox Ncrvs channer, irre Fox Bust;Jñ";,*rr, ire*s progrrur,',r"*, sewices, intemet ncws feccJs, news nragaziu" p.ogrrrn.l sêrvices, ,f;r'îl"sranrs, pubric affairs programs, docr¡nentaries, .speciar p-g."t"i-¡rrãgrii ,",i"r,. or orrrer progmnmmg produced, in whore or in ¡rart' by Fox or by :rny of itt nrñl¡uie.l cornpanics. rre.rämirs on-air title shall be .l.lafional cor'espon<lenl"' All of ut" p.of*ìåiiìg collectively ,,profrnrl.,;-' described in the preceding sentence is hereinafter
Terms

The followT.gj *h"1:,grrd by catberine L'L'c' ("Fox')' toc-etler *¡t¡"trre sírnãar¿

Herridge (,,performer,,) and Fox News Nerwork The Fox News Enrployee ^-g-tubi.ä, a, *¿ c respecrivery, and n:aac a

"*:::rr:!r"ri

rcfered to as the

l' SERYICES: Perfonner will be based ín lVashington D.c. and will render herseryices hereunder to the best of E "uliiti*''u"¿ in accordan.; ii,h ñox,s scheduring and production requirements, æ subject to Fox's ¿irection arr¿ contror. 2'

ilß:'ïff::'åffiåä[',,i*"ñ,1'"
3'
COMPENSAIIOIJ:

TERM: The term ("Term") of this Agreement shall commence ai of october

yu*, ni_

tr,.oogh and incru¿ine

o".l*T¡ ,20,,

23,

w¡¡k during rvirich perfo¡rner rras re¡rdered services ("weekly conrpe'sation''¡, ,ru¡á"iio such.rvirhrrotaing;arìa deauctions requircd by law' such paynent as arc or may be shall be nrade weekty on t¡r" Joî, r'ox regurarry pays its emproyees. A work weck is clefined or r"u"n Monday

In fi¡ll consideration for all of perfurmer,s services and rights Iterein gr:utled' Fox agrees to pay an<J Performer.agee: to acce,pt compensation based upon the followfurg annual tut" 1"co*p""".",i;;;iät

eaci

";;"*i;;ays,

rhrough Sunday.

Annual Rate of Compensation First Contract year: (10/23/08_t0/?2t0s)
-Secolld Contmct yca¡.:

$495,000.

(t0/23/09_t0/22/2UA)

$530,000.

Third Conrracr year: (t 0/23 /20 t 0_ t 0/23 / 20 t t )

$570,000.

Ëïjä:f

During the Terrn lrercofl lìox *'ill accord performer clothing equivalent to approximately $7'soo per-contract Yearin u."oJrr."-nJ¡rt"räx porices, which poii"iå, cunentry use of t'ox's wu¡a'oùà bîp*,r"nt whjch chooses said clorhing in coniultation wirh

3'l'

i:1"ffiïH:ii.Perrormer

BENEFITS: Perfonlrcr shall bc entittecl to partici¡rate in all employee maintained by Fox *hi"hã" be'efit pla's ,å'"rt,",. F";:"g"ged in a sirrrirar capaciry, ancl Performe/s erigibilirv ro parricipare ""r¡l"rri" "urptoiã;Jf ¡;;;"r, p.tans strai-ù;;;;;d by the rures appricabre plans' lt is hereby confirmed ro such ;'"r,ir"y""'f"n"t¡r not pran,, as above-referenccd tt*g"itltìhuishe is nor *y severance upon

4'

ü ;;;r;e'is

*

",,r¡tr"Jío

rerrninaríon

of

5' vAcATIoN: witl¡irl each co¡rtract Year, Fox shall accord performer a paid vacation of four weeks plus eight 1s) fl;ril";;;rãäv, pru, ro*¡"sign"tJhorídap, provided however thar Performer shall give Fox àt'least Id ;ä prìor written ooî¡", ãi,n" dates of trre desired and the dates shall be at times vacation, Fox. Vacarion, n,r.i u" taken during the vacation accrues unlest Fo;;"q"oäii the year in which "on,.ni"oiìo ,u.iting tlrut pc¡fo,rrJr,l.r"r, her does not request Performer à.r"'ll-"î"*arion alnd (ií) pe ro --'r fairs to vaiatio¡r. tf (i) Fox request Fox mav assign Perfo*"t '" u*tior,ì-i;ì" or¿cr rlir'ari';;;;;;,, tinre ro whichvacafio¡r tinre, perro¡rner is entitled is used in the appropri
ateyearin which it accrues.

sha[ reimburse for her actual' reasonable ou,-ortfå"i.T'täsporration and from suoh prace (haver expel*es to be in accordance "*p"nr.r-ïo. witir rox ooti"y, u. accorded Business crass airfare on domestic and "r,J

is based in washington D.c., Fox have the right to shal o. ,inr"r,ioîJe¡ to such praces as Fox, reasonable discretion' may "i-""ï,¡"r" of such in its cletcrnrin". ru ir" eve¡rr traver, Fox performer

6'

TRAVEL Ð(PENSES: Although peformer

t"quit6ñ,

intematiüñ;i.;r
Perrornre^h;iil

¡"'d;;;;ä'il

withFox,sreq;;ä,:*J"#,1i"#ilxiffi

;l-i:.i*ij|#:,,tjt*

if 0;;; is no Business crass avairabre accorded rirst'c¡ass airrare, æ werr as perrormers
ûrree hours;

;ffi*H,.;:*.;#,j.::"rrrrrdance

2

tvú

7.
the

tfrir-Ãg.rnent a¡d that any materials created or furnished by Performei shall ue original ¡o ,rr"u*i o-f p"rforn,"r,s knowledge in the exercise of reasonabre prudence not violarive of the rights of anythird party.

fi¡ll ríght, power

-a

:
*¿

performer represørts that performer has

8'

Performer's services or dissemirurr"

PAY OR PLAY: Nothing herein contained shall ever oblþte Fox ro urilize
to

:iìll"iolJfl:,.ïr:î,i'ïfrtil:
F

nroffi, for which p"rr"r-rrL rendered services and Fox,s pavmenrs as herein provided, .uu¡."t'io--, nrno '"Ë"liã
h respec( to Performer's

services following the end oii-he Term

¡"t*ron

the basis set forth

;ä"#

' Fox agfecs to offer tenns at lcasl as favorable as those contained herein. should Fox desire not to cnter into a nerv agrecntenr ivith Perfomrcr following cx¡riration of the Tenn, Fox shall so i¡llonn Perfbrmcr at lhe conllllerìcen'ìenl of tlre Negotiation-period and Fox,s right of first refusal co¡ltained herejl¡ shall not apply.

|

forfy-five (4jt-d;; of t¡e Negotiatio' periocr, Perfonrter rvill ¡tot, clirec(ly or inõl'rectty, or through an agent or i'te¡nrediary, entcr into a negotiation' díscussiort or âgrecmerrt with a'y orlrer ierson regarding the engagemcnt Pcrfbntrer lo rencler services lollowing ,¡. i*r,n hereor; ancr"rî"rrJ, 'f shall exclusively.egotíate with Fox. If an agteernent is not rcached betwctin Foxand Perlormerduingit" lirr, forty-five(45) clays ol. the Negotiation Period' thcn Perfonr',.r, ,ub¡.", to Fox's first reÃsal rights sct f.orr¡ below, nray c¡rler into rregotitrtio,s with othcrs fbr her r"ruir., foilowing thl r".or. "nã-orur. 9'2' During thc Tcnrl hereof a¡td tìrr six (6) nronths follorving the Ten, hereofl I)erfonncr shall not, <lireõrly or inclirectl¡ oì through oi åg"nt o, ¡nte'u"¿¡ary, accept an of.fer entcr into atì agrcemelìt or arralrgenr",rt lítl, any other person or party for pcrfornrer,s on-air or serviccs for a ltational cable teleiision ne*s n*t*ork oi a ¡lational cable television news progralll follorving the end of'tlte 1l'enlr hereoll cxcept u, ¡r*it,.u by this Agreenrent. In rhe event thaL Pcrfonner receives a botta fÌdc oftèr acce¡irable to performer (an ..offer,') cluring the forty-five (45) days inrrncdi:rtely prior to ttrc of the r"nn 1i.". {he only period during the Tcnn duri'g which Perfonri.i "xpirution ntuy *ii"ir, enterrai' or negotiare an offer fronr a rhircl parry) or during the six (6) rnonth períocl inrrnediately following the end of the'lernr, perfor.rlcr shall asrcenìenr or q¡g¡¡õwuÁçrrLtçratulg nerservlces, unl i-..e il:i:.:::1,îtf:-":::l::l.i'1: ""y ;:;__..._...v. rrrangem"or retating to her services, unless :. , .,1"_. tirsf oirrprr lìn_ är¡.ii(riÌ -._.r_._. sh1 has ::: Js ó: iç¡j i_íjà ,..-.irr-." i¡oiice oi ihe terms and conditions of said Offer, signed by the

9' l' othcr lltatl a's cxpressly sct fbrth herein, at no time during thc Ter:n hereoll shall Perfomter' dircctly or i,ctircctly, nr. it'orgr o,r agent or internrediary, solicit or enteüain an offer or job irrquiry or cnter into a rregotiation of agrccnlc¡lr witlr any othcr. person or party regartring 'i"ro, thc engagement of Perfo¡rner lo lendcr serv-ices rorro*irig ä" hereof.- pciforr-ncr agrees cornmettcittg nincty (90) clays ìrnnrecliarely prior.to ttre eîpiiaiion of the Temr (the .,Negoriation Period') to enter info goocl faith ncgotiarions rvith Fox for the extension of this Agrccment on mulually agrceable r"rms'' Duri'f,t¡e tint

).
f

¡l

tnontlt period lollowing the enr.t ol'the Term, with respect to any other Offer. In tt¡e event that at any.titttc during tlte Tctrtr, othcr than during the forty-fiys (a5) äavs immediately prior to the expiration tlrereo( Perfbnncr reccíves an o-ffer (whãther sùch offer was unsolicited or mad.e to Performer as a result of Performer's violation oithe terms set forth above), Fox shall not be obligated to take any.agtio.¡..y.þ1qçg.gy9r with r.es..pect to.such ofrer and.Fox shall nor be deerned tti hâvë wàived iis righi of fris't négóiiation or its right of fust refusal as set forth herein or any other rights by virtue of any act or lailure to act wiìi respect to such offer provided that it does respond wirhin such 45-day time period referenced above.
9'3. Performer and Fox each hereby acknowledges and agrees that performer's services are unique, and that the terms hereof a¡e fair and reaionable huu" been specifically negotiated and agreed to by the parties hereto. "ln¿

offeror or confirmed in writing by Performer's representative, and an opportunity of at least ten (1o)-business days for Fox to nraich fhose terms and conditions; provided, however, that Fox shall match the payment of money, and offer of a simíla¡ position and geographic base. In the event that Fox does not match the offer within the above-ìeferenced ten (10) business day period, then Performer shall be free to accept the Offer. In tl¡e event performer does not accept tho offer, Fox's right of first refusal shall continue for the remaindcr of the Term and the six (6)

the other.

10. : In the event that performer continues rendering services lbr Fox following Ûtui*piotion orttr" Term hereof, performer shall continue to 9e Raid her weekly compensation uih"t then-cunent ratq her benefits will remain in effect, and the Term shall be deemed extended orrly for the period during which performer çontinues to render s-ervices and may be terminated by either party äffective at aiy time on al least fou¡ weeks,notice to '

including, but not limited to, the compensation of thL !"rro,ír"t and perfonners (includirrg Performer's Compensation), all past, present, or future pro<tuction budgåts, story idàas, story works in progress' confidential or exclusive infonnati<¡n, turrJ story 9o1!ent, lca¿s a¡d tips, (collectívely and individually "Confidential Infonnation'). Any reckless or inrenrio¡lal disclosure of Con-fidential hrformation by Performer and/or any of hår rep,'esentatives, agents, and./or designees, will constitute a material breach of ttris Agreernenr. Notwithstæding rhe foregoing, Performer-may divu-lge the contents of this Rgreement to her lawyers, accountarìts, lendclrs, a¡d other business representatives upon condition that Perlormer sccures said reprcsc¡tatives, agreement to keep the information confidential, or as required by law.
representative(s)

I I CONFIDIjNTIALITY: Except as expressly permitted under this paragraph I l, under no cilcu¡nstatrces and at no titnc, either prioi to, durìng oiuner ûre Term, shall performer analo, any or her tcprescntalives, agenls, ancL/or designecs, direcily or indirectly disclose, divulge, rsnder or offer any krlowlcdge or irtfonllation to any othcr persorr or party whatsoever concenring any rnatters relating to-f'he Progratrrs or Fox's aff¿irs ancl ptans'(regarding tlre prograrns or ot6erwisc),

l2- INTERVIEWS /. PRESS RELEASES: Neither Performer nor Performer's agent(s),
or
designee(s) shall issue

ury

süatements

or grant any interviews conceming

^ cvd

Performer's sen'ices or the Programs without Fox's prior consent exclusive of spontaneous and non-derogatory re{arks. If at any time during the Tårm Performer is approachj by any media entities outside of Fo¡ for interviäws, comments, appearances, eûc., performer shall immediately contact Fox's Media Relations Deparftnent in order to coordinaie such requests prior to agreeing to give any such interviews, *m.eoL, appearances, eüc,

13' NOTICES: To Perfornler; All notices from Iìox to Performer shall be given in *itiog to Performer and sent to Perfonner ai tlre address hcreinabove set forfh by prepaid mail (registered or cert¡fied, retum receipt requesred), or by facsimile, or at Fox,s opfio;; rår may deìjver such notice to Performer personally. Any riotice senr by facsimile shall be immediatety followed by mail i1 the manng¡set forth abovc. Noricc shaU be decmed given on.date of dispatoh.or delivery;. . ..
l3'1'
as set forth inparagraph 13 above and sha[ be addressed as fo[ows;

To Fox: AII notices Êom Performer to Fox shall be sent in the same mrinner

New yorþ New york 10036 Attention: Legal Department
Facsimjle number:

Fox News Network L.L.C, l2l l Avenue of the Americas

gtL)

301_57 Bs

14' ARBITRAIION: Any controversy, claim or dispute arising out of or relating to this Agreement or Performer's emptoyment shall báürilught beørä ,iogt" mutuaily selected a¡bi¡ator and held in washington D.C. in accordance wittr " the rules of the Amedcan Arbitration Associaton then in effect' Fox shall pay the costs of such arbihation. The arbitrator shall issue a fi¡ll wriÉen opinion seüing forth the reasons for his/her decisions. Such arbihation, all filings, evidence and testimony connected with the arbitratiorr, and all relevant allegations and events leading up to the arbitratiort' shallbe held in strict co¡rfidence. Juclgment nraybãentercclon the arbitrator,s award in any court having jurisdiction; however, all papers filed with the cot¡rt either in support of or opposition to rhe alùitrator's clecision shall be filed rurder seal. Breach ol confidentjality by any party shall be considered to be a material breach of this Agreenrenr. This paragra¡rh l+ shall not lre applicable to the EEOC charge which Performer filed agänst Fox on August 7,200g nor to any ensuing Iegal and/or court action(s) which may arise out olsuch EEOC ctrarþ

i'

15. GENERAL:

l5'l
the p¿rties,
-and

it

modiSing, arnending or stq:plenrenting this Agreement.

whether written or oral. This Agreern"nt..nnlt be changed, modified, imended or sgpftementea, excePt in a subsequent writing that co¡ltains the handwriñen signatures of the parties. Subsequent e-¡nails with ty¡rcd nanlcs and/or signature blocks are not su-fücient for purposes of changíng,

supersedes a¡rd replaces alt prior communi-cations, negotiations and agreements,

This Agreement constitutes the entire agreement and u¡rderstanding between

5

clti\

\-

Hence, in
againsi

*y

thil Agreement' preparatio:r 9f 15.2. Each parry has coopøated in the drafting and same shalt not be constued any construction or interpretation ofiftit Agreemãnt, thä pä.ty on the basis that the pafy was the drafter'

l5.3.ThisAgreementshallbegovemedaccordingtothelawsofthestafeofNew York without regard to conflict of laws principles' kindly so indícate by the foregoing is in accordance with Performet's understanding sigrring below-

If

Very trulY Yours,

FOX NEWS NETWORK L.L.C.

By: Title:
Date: Õ

Date Execur"¿,

4-?rl-10å--

6

,,3 Y\

Exhibit A STANDARD TERMS AND CONDITIONS T. MAIL unless marked personal and confidential, Fox may open and answer mail to Performer or addressed to Performer relating to theÞrograms, provided tlrat all such mail relating over to Performer within a reasonable intended for Performer, o, *ii", thereoi snit-Ue tumed relative lengfh of time. Performer shall turn over to Fox forthwith any mail addressed to Performer to the Programs or.the operation of the applicable Fox faeility.

l.t.

2. EXCLUS¡yITY
performer's seryices shall be conrpletely exclusive to Fox, unless olherwise specifically set forth. Accordingly, during the Term, Performer shall not:

Z.l.

free, over' 2,1.1. Render other television services of any t¡pe whatsoever, whether the-air, basic cable or paY cable; or

interests; or of performer's services herãr-rãd"r, or would othenrvise be prejudicial to Fox's business

2.1.2. Bngage in any activiry that would conflict or interfere with the performance

portait, 2.1.3. permit or authorize the use of Performer's real or stage namg voice, or publicizing any picture or likeness, or the use of any endorsement or testimonial in advertising institutioq product or service; or

2.1.4.

Engage

in any activity

whatsoever relating

to the sale, advertising or

promotion of any articles or materials used on the Program'

2.2. V/ithout limiting the generality of any of the foregoing, during the Term,
Performer will not, directly or indirectly:
have an interest whichis in competition with Fox;

Z.Z.l.

of l% or more in

a corporatiofi"

fitm, trust or association

2.2.2. own or have any beneficial interest in any company' businesl or interest duties for Fox, where to do so will conflict with the full and faithful performance of Performe/s

produce and/or distribute specifically including, without being limited to, any companias which pr,og¡-ams' or manage or represent feature or syndicateðfilms, records, cartoons, radio or television is listed on a national süock exchange); or talent (othei than companies whose stock
any 2.2.3. wlthot¡t Fox's prior knowledge and w¡itten consent in each instance, accept

t

from anyone compensation of any kind or gift or gratuíty whatever, regardless of its value or form, person, firm or not Ëmployed byFox, includiig without timitation from anyagent, employee of any or may corporatioí, *úot. interests may or do conflict with Fox or with whom Fox competes ftom Fox's dght to terminate this or does or has done business. Without derogating "o*ãement by reason of Perfurme,fs breach of other provisions hereof, upon violation of ury Agr p"t" prãvision of tlis paragraph byPerformer, Fox may forthwith terminate this Agreemenl

throu$t 2'2'3' 2.3. Notwithstanding anything to the contrary contained in paragraphs 2.l. services for above, during the Term, Performer shalt have the right to render only the follorring and/or third iarties [,'mitO Party Services"): (a) Giving occasional lectures; and (b) writing books eaoh of the foregoing instances every one of the ,r"*rpup", and magazinó columns, ptòuiAø in
Ctrn¿itióriS arid reqriírernei,i6 set f(tith'in päfà'graphs 23.1. through 2:3.6: aremet:

2.3.1. No Third Party

services shatl ever conflict or interfere with the

performanoe of Performeds services as required høeunder;

2.3.2. Performer shall not use, or permít the use of, âny Materials (as such þrrn is defined ín paragraph 3.1 below) or any other pròperty of Fox or of any of its Alfiliated is understood that companies in connåctioi *itf' *y Third Party-Services. n Bi: connection, ít or included in any any'materials based in any *.y úpotr or related to the materials acquired fo¡ ptágr"* aired over Fox facilities, i.e., any of Fox's news related, news/magazine Progrâms or news proþu-, will continue to be the sole and exclusive propefy of Fox and are subject to the provisions of paragraph 3. l. below; 2.3.3. With respect to each proposed Third Party service, Performer shall during notiff Fox of the proposed Service inciuding the name ãf the entity and the d¿tes and times request and obtain_ Fox's prior which performet's services would be requirâ, and Performer shall will not be in order for Performer to rendereach such Third Party Service, which approval
approval
unreasonably witlrheld;

goòk Guidelines attached hereto as Exhibit C. above, performer shall abide by the

2.3.4. With respect to the writing of books referenced in paragmph 2'3(b)

2.3.5. All Third Party services shatl be commensurate with Performer's stature as an objective, impartial newsperson and joumalist; and 2.3.6. Performer is not in breach hereof. 2.3.7. With respect to 2.3.(b) above, subject to paragraphs 2.1- through 2.3.6 righs to the abovq as between Performer and Fox, Performei shall own and may exploit all desires to writings before and during the Term as provided herein; provided, however, if Performer nRiShts") il such exploit-ury televisioru hoãre video or thlatrical motion picture rights (the Td to of such party) in writing Wrítings ã*ing the Term, Pe¡former shall first notiff Fox (and no other

fact, and Fox shall have l0 business days after receipt thereof to notifo Performer whether or not Fox desires to negotiate for the Rights. Notice of Fox's election shall be given to Perfbrmer in writing, and Fox's failure to serve notice of its election shall constitute an election by Fox not to negotiate. If Fox elects not to ncgotiate, then, subject to paragraphs 2.1. through 2.3., Performer shall be free to license or otherwise dispose of the Rights to others. 2.3.7.1.If Fox serves notice of its election to negotiate for the Rights,
Performer shall negotiate in good faith exclusively with Fox for 20 business days as to terms and conditions fbr the licensing or sale of such Rights to Fox. Neither Fox nor Performer shall be obligated to continue such negotiations after the expiration of the 20-business day negotiating period.

3. OW}IERSHIP
Fox shall solely and exclusively own all rights of every kind and nature in perpetuity and throughout the universe in the Prograrns, the titles thereof, and all components and materials contained in the Programs, and in all of the results and proceeds of Performer's services hereunder, including, without limitation" any materials of any kind created, developed, prepared, produced, edited and/or fumished by Performer for the Programs ("Materials"). Performer acknowledges that the Materials are works specially ordered by Fox for use as part of a motion picture (the Programs) and that the Materials shall be considered to be a "work made for hire" for Fox, and therefore Fox shall be the author and sole copynglrt proprietor of the Programs and Materials for all purposes in any media and in arry form whether now known or hereafrer devised throughout the unive¡se in perpetuity without limitation of any kind. The Programs, including the Materials, may be registered for copyright in the name of Fox or its designee. Fox may make any changes iq deletions Êom, or additions to the Programs, and Performer waives the right to exercise any right of "droit moral." All of Fox's rights under this paragraph 3 shall continue in perpetuity, notwithstanding expiration of the Term, or termination of this Agreement or Performer's services for any reason. Without limiting the generality of Fox's rights under tlús paragaph 3, Fox shall have the right, without the payment of any additional compensation to Performer to use portions of the Programs in the production of any other programming.

4.

RTGIITS

whether on a connectcd (i.e., network, including but not limited to Fox Broadcasting Company) or non interconnected (i.e., syndicated) or satellite basis, or any other basis, whether now known or hereafter devised, and in any medi4 whether now known or hereafter devised, or in any form whether now lorown or hereafter devised, an unlimited number of times throughout the universe and foreve¡, including without lirnitation interactive televisiorL CD-ROMs, computer services, or

Without limiting the generality of Fox's rights under paragraph 3 above, Fox shall have lle right at any time or times to exhibit the Programs or any parts thereof and/or use and reuse recordings of the Programs or any pafs thereof and/or license others to so exhibiq use and/or reuse the Programs, portions thereof and recordings thereof over any facilities of any þe whatsoever,

thereof shall bc designatecl, and may be change<t, by F'ox fi'om timc to time in its sole discretion.

the Inte¡rrct' The <lays and tinres on which tlre Programs nray be exhibited, the duration of the Ptogrrurts, and the tittes, fomlats, content and all other etenlerits, components and characteristics

s. rNqEryfNrFrcATrON
5' l' Perfonner wilt at all tinìes indemnify and hold harmless Fox News Network L.L.C., its parent and affiliated conrpanies, adveÉisers whose commercial announcements are exhibited in connection with the Programs, ¿ur<! their atlvertising agencies, if an¡ any facilities over which the Programs arc exhibited, any of its licensees or assignees, and any of its or their offTcers, directors, agents or eurployees fio¡n ald against any and all õlai¡ns, darnaies, liabilities, costs ard ex.penses (including reasonable altomeys' r"et) u.iring out of (a) the use of any Materials, whetlrer or nor rer'¡uirecl of'Perfor¡ner, funlislled by Perfornrcr hereurider, (b) any breach or allegecl breach by Perfonner of ary warrattty or agreement made by Perfon,e.rràr"rni"r, o, i.) ;;y;;ì?;;rJ o, ,uo,¿s Perfor¡ncr ir¡ co¡uection with the production, broadca$t or dissemination of any f:f: ra rrog:t ms.

atry acts done or wor<ls spoken which rvere approvcd in advance by Fox, a¡¡d/or arry breach by Fox -¿ of its obligations

5'2' fiox shall simila¡ly inclenrnifu ancl hold Perfornler hannlcss fi.om and against any ancl all claims, damages, liabiliti_cs, costs and å*po,*"r, including reason¿ble attorneys, fees, arising oul of the use of any nlatcrials fu¡nished by Fox in corurection',iitt tl,. prograns
broat]casf

oi"ry

a¡¿

hereunder.

Each parly will give the other prompt written notice of any such claims and/or legal - n'3 proceedi5gs' and shall cooperale with each àttr"r on all matters *uer"d by this paragraph, which shall survive the expiration or temdnation of this Agreement.

6. COMMISSIONS
Performer shall bc solely resporrsible for any and all compensation to brokers or agents in connection with the making altd./or perfonnance or[¡is Agre"ment, and performer shall indemniry Fox against any and all clai¡ns therefbr.

7. IIYTERNET REFTRICTIgNS:
shall not participate in or publish a web log (i.e. a "blog'), post on internet message boards or chat rooms' maintain a website or publish-Ày other sirnilar content on the internet or through any other form of communication tr n"* *.di" (including ipods), whether norv knowtt or hereafter devised, via personal computer, personal email, ínstaät *"ríårrg"a Blackbcrry, PDA, celtutar telephone or other wireläss or ànline method, or any other mãthod rvhether norv lmorvll or hereafler devised, without Fox's express prior writteniermission in each instance. Performer

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8. PROMOTTON
Performer shall fro¡n tinre to Litne nrake personal appear¿¡nces as and when reasonably requested by Fox in consultaiion rvith Performcr, and shall äiso render services for promotional announcements, both television and raclio, all without any additional compensation.

Performer warrants that neither Performer, nor to the best of performer,s knowtedge, information and belief, *y_ pglon accepred of êgrçd tq aççepf, or.paid or. agreed. to pay, any ll* illôäi'; sêrvlce oÏ any valuablè cônsid".atiot\ as defined in Sectíon 508 of the Commwrications Act of 1934, as a¡¡tended, for lhc broadcasf, of any matter contained. in the hogram, and performer further lvaüants that Performer shall not, <lurinã the Term hereo{, accept or agree to accept (except finm Fox), or pay or agrec to pay any ,oo,r.¡ien ice or any vaíuable consideration as deñned in Section 508 of the Communicalio¡rs Act of 1934, as amended, for the broadcast of any matter contained in the Programs. It is agreed that a violation by P#ormer of the provisions of this paragraph gives Fox ttre right to terminate this Agreement and Performers empËymroit"r"*¿o for cause. The foregoing however, shall not limit-Fox's right to terminate for any oih", ""ur". IO. INJUNCTIVE RELIEF
Performer acknowledges that the servicps to be performed by Perforrner and the rights and privileges $anfcd to F9x. ltereunder arc special, uniquË, unusual and extraordinary and are of an a¡tistic and professional character giving tlienr a peculiar value, the loss of which cannot reasonably or adequately bc contpeusatcd for in damages in an action at iaw, and the breach uy nerformer of any ¡rrovisiotrs corltained hercin will cause irreparable injury and damage. Accordingly, Fox shall -to be cntitled as a rnaner of right, without fuflher notice, seek an injunction and other equitable relief to prevent the violation of any of the provisions oithis Agreement by performer. Neither this provision nor the exerclse by Fox of any of its rights hereundeishall constitute a waiver by Fox of any other rights which Fox may have to damages or othenvise.

11.

N4$E

A¡TD LIKENESS

consenl.

Performer hereby grarits to Fox the right to use and license others to use, as pre-approved by Performer, Performet's name, stage name, iecorded voice, biographical outa po.toitl likeness and/or picture for advertising purposes andlor purposes of trade in connection *im the programs and in connection with Fox's institutions, prodücts and services and the institutions, products and serviccs of any sponsor of the Programs, provided that no such use shalt constitute * ädoo"*"nt or testimonial by Performer for any institution, product or seryice without performer,s prior written

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12. FORCE MT{IEURE

If Fox's normal business operalions or the production or dissemination of Programs is materially hampered or othrwise interfered with by reason of an event of Force Majeure or other disruptive event which is beyond Fox's control, then Fox shall have the right upon notice to Performer to suspend the rendition of services by Perfomrer and Fox shall have no obligation to pay Performer during such Force Majeure. As used herein "Force Majeure" shall inolude but not be limited to events beyond the control of Fox, such as a labor dispute, stike, acts óf God (including weather, govemmenlal action, regulations or decrees). In the event of a Force Majeure which continues for 30 consecutive da¡a, Fox and Performer shall each have the right to terminate this Agreement upon 30 drila pricir wríttëil äöticë ttieraif proúidëd thé Föicë Májeurè ió still in éffìü upon the effective date of termination. If upon receipt of Performer's notic,e of termination Fox resumes payment of compensation to Performer, Performer's notice of termination shall be deemed null and void, and the Agreement shall continue in full force and effect as though no notice of termination had been givøn.

13.

PERF'ORMER INCAPACMY

Subject to standard Fox employment policies, if Performer is prevented from or materially interfered in the rendition of services, by reason of illness, m¿terial physical or mental disability or alteration in Performer's appeârance or impairment of voice or other cause which would make Performet's failure to render services excusable at law, Fox shall have no obligation of payment hereunder exce,pt that Fox shall pay Performer for up to two weeks during each Contract Year.

14. GENERAL
14.1. This Agreement is non-assignable by Performer and ury purported assignment by Performer shall be void. This Agreenrent shall inure to the benefit of Fox's successors, assìgnees, and Affiliates, and Fox and any subsequent assignee may freely assign this Agreement, in whole or in part, to any party, provided that such party assumes and agrees in writing to keep and perform all of the executory obtigations of Fox hereunder. As used in this Agreement, the term "Affiliate" shall mean any company controlling, controlled by or under corrunon confol with Fox.
14.2. Thewaiver by either parfy of a breach of any provision of this Agreement by the other party shall not operate, nor be consfued as a waiver ofany subsequent breaoh by such other pafy.

14.3, The paragraph headings contained in this Agreement are for reference purposes only shall not be deemed to affect, qualiff or ampli$ the scope of the refsrenced paragraphs. and

14.4. This Agreement

is subject to Fox's standard employment policies.

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Exhibit C:

If a Performer under Contract requests to write a book, she must adhere to the following guidelines:
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'

In order to make the request t¡o write the booþ Performer cannot be in breach of her contract with Fox News or in the midst of curing a breach of her contract.

2.

3. 4.

Fox News shall receive l0% of the net profits from all book sales afier eamout of any
advance.

Performer will submit to Fox News for approval a written outline of the book, including title, before submitting it to the publisher.

5.

With rcgard to publishirrg the book, Perfo¡mer shall givc l-Iar¡:er Collins (and no orher party, othcr tlta¡r Fox News) a first look at the book. I-farper Collini shall have l0 business uãys ãner receipt oIthc book nraterial to notify Pcrfomler wl¡ether or not Llaq)er Collins desires to negotiate fbr the publishing ríghts (the "Rights"). Notice of l:larper Coilins' election shall be given to Perfì¡nner itt writing, ancl Flarper Collins' faitr¡¡e to serve noricc of its election shall cotlstiLule an clection by l{arper Collins not to ncgotiatc. If l-Iarper Collins elecrs not ro negotiate, then Performer shall be free to dispose of the Rights to others.

5'l-

the cvent the parties do not reach agreement during said zGday period, then 20{ayperiod Performer shall accord Harper Collins aright of first refusal on any offers made to Performer to publish the booÈ by other entiiies which Performer is willing to accept. Harper Collins shall have l0 business days to match such offer. In no event shall Performer accept an offer to publish the boòk from any entity which offer is less thur the last offer made to Performer by Harper Collins.
subsequent to said

If Harper Collins serves notice of its election to negotiate for the Rights, performer shall negotiate in good faith exclusively with Harpet Collins for 20 business days as to ten'lrs and conditions for the licensing or sale of such Rights to Harper Collirrs. In

6.

Assuming Fox News gives permission to write a book, then Fox News shall approve the topic and title of the book, and Fox News shall have sole control over the use tiany Fox News logos, trademarks, etc. ín connection with the book and its promotion.

?

.

The writing of the book can never interfere in any way with Performer's services for Fox

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News. This is of the essence. Accordingly, Performer is required to submit to Fox News in writing a schedule for the days and times when Performer will write and otherwise work on the book.

8-

No materials belonging to Fox News, including, without limitation, whole or partial transcripts of Fox News programming, may be included in the book without the express prior written permission ofFox News. I¡r the event Fox News gives permissionto use such materials, Performer and Fox News shall agree upon a fee due to Fox News for such use'

9.

[f Performer is a Fox News igumalist: Nothing about the book shall harm, in any way, Performer's reputation as an objective, fair and balanced, newsperson and joirrnalist, or the
iepütätioä öf Fö)i Nëvüs; iäöl.rid'äig thê Föx Ne!üs ch¿üüel.

10. If Performer is a Fox News opinion ma]cer: The book shall be consistent with Performer's current public image and cannot harr¡r, in any way, the reputation of Performer or Fox News, including the Fox News Channel. [ 1. Once the book is published, Performer can promote it no more than twice per week on the Fox News Channel, each time in no more than 2O-second increments. Any additional promotion time must be purchased by Performer and will be sold to Performer in Fox News' sole discretion. If any other Performer or guest on the Fox News Channel promotes the book, such promotion shatl count as one of the spots referenced in the lirst sentence of this

paragraph t1.
12. Any book tours or promotional campaigns, including, without limitation, television appearances on programs and networks other thur on the Fox News Channel, shall be preapproved by Fox News, shall be done only on Performer's vacation time, and shall never include appearances on CNN, CNBC or MSNBC. For appearances on the NBC Broadcast Network, Performer must get an assurance that her appearance will not be repeated on

MSNBC or CNBC. NOTE: IF PERFORMERVIOLATES AI.IY OF THE FOREGOTNG, SUCH VIOLATION SHALL BE CONSIDERED A BREACH OF PERFORMER'S EMPLOYMENT AGREEMENT W]TH FOX NEWS FOX NEWS HAS THE RIGHT, IN ITS SOLE, REASONABLE DISCRETION, TO DECLTNE PERFORMER'S REQUEST TO WRITE A BOOK IF FOX NETVS BELIEVES, IN ITS SOLE DISCRETION, THAT SUCH WRITING IS NOT IN THE BEST INTEREST OF FOX NEWS.

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