Client Releases Binder

CLIENT RELEASES BINDER

This Client Releases Binder (the "Binder") is made effective as of by and between Service Provider: and Client: .

Recitals

WHEREAS, Service Provider is engaged to perform services in connection with the project identified as (the "Project"), and will create, collect, or otherwise obtain materials, content, and deliverables (collectively, the "Materials");

WHEREAS, Client agrees to provide releases, consents, and authorizations necessary for Service Provider to use the Materials for the purposes set forth herein, and to resolve and release claims arising from the use of such Materials as provided in this Binder;

WHEREAS, the parties desire to set forth the specific releases, terms of payment, confidentiality obligations, and other provisions that will govern the collection, use, and distribution of the Materials and the relationship between the parties.

Scope of Work

Payment Terms

Client shall pay Service Provider the total fee of $ for the Services and Materials described above. Payment shall be made according to the schedule below.

Late payments shall accrue interest at a rate of per month on any unpaid balance, plus collection costs and reasonable attorneys' fees.

Term and Termination

The term of this Binder begins on and continues until unless earlier terminated in accordance with this section.

Either party may terminate this Binder for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately upon written notice if the breaching party fails to cure within the notice period specified in the cure notice.

Releases; Use of Materials

Client hereby irrevocably grants, releases, and assigns to Service Provider and its agents and licensees all rights necessary to use, reproduce, modify, publish, distribute, and otherwise exploit the Materials worldwide in perpetuity in any media now known or hereafter developed, for commercial and non-commercial purposes, subject to the confidentiality provisions set forth below.

Client releases and forever discharges Service Provider, its officers, employees, contractors, agents, affiliates, successors, and assigns from any and all claims, demands, causes of action, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the use of the Materials as permitted by this Binder, including without limitation claims for invasion of privacy, defamation, false light, or infringement of moral rights.

General release of claims

Media / likeness release (use of name, image, voice)

Liability waiver for activities described in Scope of Work

Confidentiality

Each party agrees to hold in confidence all confidential information disclosed by the other party in connection with the Project ("Confidential Information") and not to disclose such Confidential Information to any third party except as required for performance under this Binder or as required by law. Confidential Information shall not include information that is publicly known through no breach of this Binder or that was independently developed without use of the disclosing party's Confidential Information.

The obligations in this section shall survive termination or expiration of this Binder for a period of years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

Representations, Warranties and Indemnification

Client represents and warrants that it has full right, power, and authority to grant the releases and licenses set forth in this Binder, that the Materials do not infringe the rights of any third party, and that Client's performance will not breach any other agreement or obligation.

Client shall indemnify, defend and hold harmless Service Provider and its affiliates from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Materials or Client's use, representations, or warranties violate or infringe any intellectual property, publicity, privacy, or other rights of a third party.

Ownership; Assignment

Except as otherwise expressly provided in writing, Service Provider shall own all final deliverables and any copyrights therein, subject to the licenses and releases granted by Client in this Binder. Client shall retain ownership of pre-existing materials it provides, subject to the license to Service Provider necessary to use such pre-existing materials in the deliverables.

Neither party may assign its rights or delegate its obligations under this Binder without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Governing Law; Dispute Resolution

This Binder 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 agree to negotiate in good faith to resolve any dispute arising under this Binder. If the parties cannot resolve a dispute within thirty (30) days following written notice, the dispute shall be resolved by binding arbitration conducted in accordance with the rules selected by the parties and held in the county where Service Provider's principal place of business is located, unless otherwise agreed in writing.

Entire Agreement; Severability

This Binder, together with any attached and executed release forms, exhibits, and addenda expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

If any provision of this Binder is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties shall negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most closely approximates the parties' original intent.

Certifications and Acknowledgments

By signing below, Client certifies that Client has read and understands the releases and authorizations contained in this Binder, that Client is of legal age and has the authority to execute this Binder, and that Client's execution of this Binder is voluntary and not the result of coercion or duress.

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