Business Release Model

BUSINESS RELEASE MODEL

This Business Release Model (the Agreement) is made effective as of by and between:

WHEREAS

WHEREAS, Releasor operates a business and owns certain assets, trade names, trademarks, logos, business goodwill, photographs, recordings, and other proprietary materials (collectively, the Business Assets); and

WHEREAS, Releasee desires permission to use specified Business Assets and to obtain a release of claims related to such use on the terms set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope of permitted uses, compensation, and the release and indemnity obligations of the parties.

SCOPE OF WORK AND GRANT

Releasor grants to Releasee a limited, non-exclusive, transferable (subject to the terms below), royalty-bearing license to use the Business Assets described below for the purposes and in the territory specified. The parties further agree that Releasee's use is subject to the conditions set forth in this Agreement.

PAYMENT TERMS

In consideration for the license and release granted hereunder, Releasee shall pay Releasor the amounts and on the schedule set forth below. All amounts are payable in lawful currency and are exclusive of any taxes unless otherwise stated.

TERM; TERMINATION

This Agreement commences on the Start Date below and, unless earlier terminated in accordance with this section, shall continue until the End Date below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and obligations intended to survive termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means non-public business, financial, technical or other information disclosed by one party to the other in any form that is designated as confidential or that reasonably should be understood to be confidential given its nature. Each recipient shall: (a) maintain the confidentiality of Confidential Information with at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to exercise rights and perform obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to those employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly available through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party gives prompt notice to permit protective measures.

RELEASE; INDEMNITY; LIMITATION OF LIABILITY

Releasor releases and forever discharges Releasee and its affiliates, officers, directors, employees, agents and assigns from any and all claims, demands, causes of action, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Releasee's use of the Business Assets consistent with the license granted herein. Releasor covenants not to sue Releasee for any such released claims.

Releasee shall indemnify, defend and hold harmless Releasor against third party claims arising from Releasee's breach of this Agreement or from Releasee's negligent or willful acts in connection with its use of the Business Assets, except to the extent such claims arise from Releasor's misrepresentations or breach.

Except for liability arising from gross negligence, willful misconduct, or indemnity obligations, in no event shall either party be liable to the other for consequential, incidental, punitive or special damages, and each party's aggregate liability under this Agreement shall be limited to the total fees paid or payable under this Agreement in the twelve months preceding the claim.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations. Releasor further represents that to the best of its knowledge the exercise of the rights granted herein does not infringe the rights of any third party.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties may pursue remedies in courts of competent jurisdiction in the chosen state.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information provided below for each party and shall be deemed given upon personal delivery, three days after deposit in the U.S. mail, or one day after deposit with a recognized overnight courier.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or employment relationship. Neither party may assign this Agreement without the prior written consent of the other, except that Releasee may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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