Business Sheets and Releases

BUSINESS SHEETS AND RELEASES

Parties and Recitals

This Business Sheets and Releases Agreement (the "Agreement") is entered into between Company Name: and Counterparty Name: .

WHEREAS, the Company is engaged in the business of providing goods, services and/or promotional activities related to the business described herein; and

WHEREAS, the Counterparty will provide certain deliverables, information and materials and desires to grant releases and licenses to the Company for specified uses; and

WHEREAS, the parties desire to record business-identifying information, confirm payment and release terms, and set forth confidentiality, governing law and mutual representations as set forth below.

Business Information Sheet

Sole Proprietorship    Partnership    Corporation    LLC

Scope of Work / Deliverables

Release and Use Rights

The Counterparty hereby grants to the Company a worldwide, perpetual, royalty-free license to use, reproduce, distribute, modify, publish and display the materials and deliverables identified above for any commercial or promotional purpose, including on digital and print media, subject to the limitations stated in this Agreement. The Counterparty represents and warrants that it has the full right to grant such license and that use by the Company will not infringe third-party rights.

The Counterparty releases, discharges and holds harmless the Company and its affiliates from any claims, demands or causes of action arising out of the Company's authorized use of the materials as licensed herein, except for claims arising from the Company's gross negligence or willful misconduct.

Payment Terms

Compensation Amount: $ payable according to the schedule below.

Late Payment: Past due amounts shall accrue interest at a rate of or the maximum rate permitted by law, plus any collection costs and reasonable attorney's fees.

Term and Termination

Term Commencement Date: and Term Expiration Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination for cause may be effected immediately upon written notice if the non‑breaching party reasonably determines that the other party has materially breached this Agreement and fails to cure within a commercially reasonable cure period.

Confidentiality

Confidential Information means all non-public business, technical, financial and operational information, whether disclosed orally or in writing, that is identified as confidential at the time of disclosure or that reasonably should be understood to be confidential. Each party shall (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party except to its employees, agents or professional advisors who have a need to know and are bound by obligations of confidentiality no less protective than those herein; and (iii) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement. The obligations of confidentiality shall not apply to information that is or becomes publicly available through no breach of this Agreement, is independently developed without use of the other's Confidential Information, or is required to be disclosed by law, provided that the disclosing party gives prompt notice and cooperates in seeking protective measures.

Representations and Warranties

Each party represents and warrants that it has full power, authority and capacity to enter into this Agreement and to grant the rights and perform the obligations described herein. The Counterparty warrants that the deliverables will not infringe any third party intellectual property rights and that it has obtained all necessary releases from individuals appearing in or contributing to the deliverables.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved by the exclusive jurisdiction of the state and federal courts located in the specified state, unless the parties agree in writing to another forum.

Indemnification and Limitation of Liability

Each party agrees to indemnify and hold harmless the other party from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from breach of its representations, warranties or obligations under this Agreement, except to the extent such claims arise from the gross negligence or willful misconduct of the indemnified party. EXCEPT FOR A PARTY'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

Entire Agreement; Amendments

This Agreement, together with any exhibits, attachments and written statements of work signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Authority and Certification

The undersigned signatories represent and warrant that they are duly authorized to execute and deliver this Agreement on behalf of the party for which they sign and that each party's obligations hereunder are valid and binding.

Optional Notices and Administrative Fields

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