Client Review Consent Form

CLIENT REVIEW CONSENT FORM

Parties and Recitals

This Client Review Consent Form (the "Agreement") is entered into by and between Client Name: and Service Provider Name: .

WHEREAS, the Service Provider has provided or will provide professional services to the Client as described below; and

WHEREAS, the Client has or may provide written or recorded feedback, testimonial statements, audio, video, photographs, or other review materials concerning the Service Provider's services (collectively, "Review Materials"); and

WHEREAS, the parties desire to set forth the terms under which the Client grants the Service Provider rights to use such Review Materials and to describe related payment and confidentiality obligations.

Scope of Review Materials

Consent for Use and Release

The Client hereby grants the Service Provider a perpetual, worldwide, royalty-free, sublicensable and transferable license to reproduce, publish, distribute, communicate to the public, display and otherwise use the Review Materials in connection with the Service Provider's business, including but not limited to advertising, marketing, promotional materials, websites, social media, presentations and proposals. The Client understands and agrees that the Service Provider may edit, adapt, crop, alter or combine Review Materials with other materials, provided that such edits will not materially change the substance of the Client's testimonial or statement.

The Client further acknowledges that the Service Provider shall have the right to use the Client's name, business name and city/state in connection with the Review Materials unless the Client expressly opts out below.

Client requests that the Service Provider not publish the Client's name or location in connection with Review Materials (Client understands this may limit certain uses).

Payment Terms

As consideration for granting the rights set forth herein, the Client will receive the following compensation or credit as agreed between the parties.

Term and Termination

This Agreement shall commence on Start Date: and shall continue in effect until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for any reason upon written notice to the other party delivered at least Notice Period (days): days prior to the effective termination date. Termination shall not revive rights already granted nor relieve the Client of payment obligations accrued prior to the effective date of termination.

Confidentiality

Each party shall keep confidential any non-public business, technical or financial information of the other party that is clearly designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Notwithstanding the foregoing, Review Materials provided for publication by the Client are not Confidential Information for purposes of this Agreement unless expressly identified in writing at the time of submission.

The receiving party shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. The confidentiality obligations shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Representations; Releases; Indemnity

The Client represents and warrants that it has the full right, power and authority to grant the rights granted herein and that the Review Materials do not infringe the intellectual property, privacy, publicity or other rights of any third party. The Client releases the Service Provider from any claims arising from the use of the Review Materials in accordance with this Agreement and agrees to indemnify and hold harmless the Service Provider from and against claims, liabilities, losses and expenses arising from breach of these representations.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law: without regard to its conflicts of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration or in the courts located in the chosen jurisdiction as selected by the Service Provider, unless the parties mutually agree otherwise in writing.

Entire Agreement

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

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by either party of any breach shall constitute a waiver of any other breach. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Acknowledgement and Signature

By signing below, the Client acknowledges that they have read and understand this Agreement, have had the opportunity to ask questions, and voluntarily consent to the terms herein. The Client further acknowledges that no promise or representation not included in this Agreement has been made to induce the signing hereof.

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