Business Release Documents

BUSINESS RELEASE DOCUMENTS

Parties

Recitals

WHEREAS, First Party and Second Party desire to record, release, license, assign and settle rights and obligations related to certain commercial materials, business information, and services described below (the Agreement), effective as of ; and

WHEREAS, First Party has developed or controls business materials, proprietary information, and other tangible or intangible assets that may be used, published, or exploited in connection with the services, and Second Party desires a release and license for the specified uses under the terms below; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

Scope of Work and Release

Description of services, materials to be released, uses permitted, and any limitations. Include deliverables, formats, territories, and duration of permitted use.

Release and Waiver: First Party hereby grants to Second Party a non-exclusive, royalty-bearing or royalty-free (as indicated) release and license to use the specified materials and rights solely for the purposes set forth in this Agreement. First Party releases, waives and forever discharges Second Party from any and all claims, demands, causes of action, and liabilities arising from authorized use of the released materials, except to the extent caused by Second Party’s gross negligence or willful misconduct.

Payment Terms

Payment is due in accordance with the payment schedule. If any payment is not made within the specified period, Interest and late fees shall accrue on the outstanding amount at the rate stated above or the maximum rate permitted by law, whichever is lower. Payments shall be applied first to fees and interest, then to principal.

Term and Termination

Term Commencement Date:    Term Expiration Date:

Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within days after written notice. Upon termination, all licenses and releases granted hereunder shall terminate except as otherwise expressly provided for surviving rights in this Agreement.

Confidentiality

Each Party agrees that Confidential Information of the other Party will not be disclosed to third parties and will be used solely to perform obligations under this Agreement. Confidential Information does not include information that (i) is or becomes publicly known other than by breach of this Agreement, (ii) was rightfully known by the receiving Party prior to disclosure, (iii) is disclosed to the receiving Party by a third party without restriction, or (iv) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information.

Indemnification and Liability

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and employees from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys’ fees) arising out of the indemnifying Party’s breach of this Agreement, negligence, willful misconduct or violation of applicable law. Except for liability arising from gross negligence, willful misconduct or breach of confidentiality, neither Party’s aggregate liability under this Agreement shall exceed the total consideration paid under this Agreement.

Representations; Authority; Assignment

Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to grant the rights and releases herein. Neither Party may assign this Agreement or any rights hereunder without the prior written consent of the other Party, except that either Party may assign to a successor in connection with a merger, sale of substantially all assets, or similar corporate reorganization so long as the assignee assumes the assigning Party’s obligations hereunder.

Publicity and Credit

Use of names, logos, trademarks, or other identifying marks of either Party for marketing or publicity requires prior written approval, except where crediting the other Party as a provider of services or materials is customary and not otherwise misleading. Check applicable permissions:

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the substantive laws of , without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes amicably. If resolution is not reached, the Parties agree that disputes will be submitted to binding arbitration in the specified jurisdiction unless otherwise required by mandatory law.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether written or oral. Any amendment or modification must be in a writing signed by authorized representatives of both Parties.

Severability; Interpretation

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable. Headings are for convenience only and do not affect interpretation.

Acknowledgment

Each Party acknowledges that it has read this Agreement, understands its terms, and is executing it voluntarily. Each signatory represents that they are duly authorized to execute this Agreement on behalf of the Party for which they sign.

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