Business Image Document

BUSINESS IMAGE DOCUMENT

This Business Image Document ("Agreement") is entered into between Provider Name: and Licensee Name: .

RECITALS

WHEREAS, Provider represents and warrants that Provider is the sole owner, or has the full legal authority to license or transfer, the copyrights and other intellectual property rights in the photographic images, illustrations, video stills and/or graphic assets described herein (collectively, "Images");

WHEREAS, Licensee desires to obtain certain rights to use the Images for business purposes subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of permitted uses, any transfer or limitation of rights, the compensation for such rights, and other material terms governing the parties' relationship.

SCOPE OF WORK

Provider shall deliver the Images and grant the rights specified below. Detailed description of Images, deliverables, and any work to be performed by Provider:

Rights granted (check all that apply): Reproduction Public display Adaptation / modification Sublicensing

License type: Non-exclusive Exclusive Full assignment of copyright

DELIVERY

Delivery format and media:

Delivery date or milestone schedule:

PAYMENT TERMS

License/transfer fee (total amount payable): $

Payment schedule:

Late payment: If any payment is not received within days of the due date, Licensee shall pay a late fee of of the outstanding amount per month, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term commencement: This Agreement commences on , .

Term expiration: Unless earlier terminated in accordance with this Agreement, the rights granted shall expire on , .

Early termination: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Upon termination for breach by Provider, Licensee's exclusive remedy shall be refund of amounts paid for undelivered Images; upon termination for breach by Licensee, Provider shall be entitled to all unpaid fees and any damages allowed by law.

Notice period for non-renewal or termination without cause:

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information received from the other party related to pricing, business practices, unreleased marketing materials and technical image specifications ("Confidential Information"). Confidential Information shall not include information that is (a) in the public domain without breach of this Agreement, (b) independently developed by the receiving party without use of Confidential Information, or (c) rightfully received from a third party without restriction. The receiving party shall use Confidential Information only for performance under this Agreement and shall not disclose it to any third party except to employees or contractors who need to know and who are bound by equivalent confidentiality obligations.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Provider represents and warrants that to Provider's knowledge the Images do not infringe any third-party rights, and that Provider has full authority to grant the rights set forth herein. Licensee represents that Licensee's intended uses are described in this Agreement and that Licensee will not use the Images in any unlawful manner or in a manner that violates third-party rights.

Indemnity: Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claim arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement, provided the indemnified party gives prompt written notice of the claim and cooperates in the defense.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, in no event shall either party be liable to the other for incidental, consequential, special or punitive damages. The total aggregate liability of either party for any claim arising out of this Agreement shall not exceed the payments actually received by Provider under this Agreement for the Images giving rise to the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in that state, subject to any mandatory jurisdictional rules.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, understandings and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by both parties.

MISCELLANEOUS

Any provision of this Agreement found to be invalid or unenforceable shall be severed and the remainder of the Agreement shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to a successor in connection with a merger or sale of substantially all of its assets.

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