Consent Terms Agreement

CONSENT TERMS AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Disclosing Party and Receiving Party wish to set forth the terms under which Disclosing Party grants consent to Receiving Party for use of certain personal data, likeness, materials and related rights (the "Materials");

WHEREAS, Receiving Party desires to obtain such consent for the specific purposes, territory and duration described below, and Disclosing Party is willing to grant such consent subject to the terms and conditions of this Agreement;

WHEREAS, the parties intend that this Agreement allocate rights, compensation, confidentiality obligations and remedies relating to the permitted uses of the Materials.

Scope of Consent and Use

The Receiving Party is hereby granted a limited, non-exclusive, non-transferable right to use the Materials as described below. The scope of permitted use, including permitted media, purposes, territory and duration, is set forth in the field below.

Specific Consents

The Disclosing Party grants the following specific consents (select all that apply):

Consent to use name, title and biographical information

Consent to use image, photograph, video or likeness

Consent to record and use voice or audio recordings

Consent to publish statements, testimonials or endorsements

Payment Terms

As consideration for the consents granted herein, Receiving Party shall pay Disclosing Party the amounts and on the schedule set forth below.

Late Payment: If any payment due under this Agreement is not received within days of the due date, Receiving Party shall pay a late fee equal to % of the overdue amount or a flat fee of , whichever is greater.

Term and Termination

Term: This Agreement shall commence on and shall continue until unless earlier terminated in accordance with this Agreement.

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other party not less than days prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Confidentiality

Receiving Party acknowledges that in connection with performance or exercise of rights under this Agreement it may receive Confidential Information of Disclosing Party. Receiving Party agrees to: (a) maintain the confidentiality of such information using at least the same degree of care it uses to protect its own confidential materials but no less than reasonable care; (b) use Confidential Information only for the permitted purposes set forth in this Agreement; and (c) not disclose Confidential Information to any third party except to those employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Receiving Party; (ii) was known to Receiving Party prior to disclosure as demonstrated by written records; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Disclosing Party's Confidential Information. Remedies for breach include injunctive relief in addition to any other available remedy.

Representations and Warranties

Disclosing Party represents and warrants that it has the full right, power and authority to grant the consents set forth in this Agreement and that the exercise of such consents by Receiving Party in accordance with this Agreement will not violate the rights of any third party. Receiving Party represents that it will use the Materials solely as expressly permitted and will comply with all applicable laws and regulations.

Indemnification and Limitation of Liability

Receiving Party shall indemnify, defend and hold harmless Disclosing Party from and against any claims, liabilities, damages and expenses arising out of Receiving Party's breach of this Agreement or unauthorized use of the Materials. Except for willful misconduct or breaches of confidentiality or intellectual property rights, neither party shall be liable to the other for consequential or punitive damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties agree that exclusive venue for any action arising out of this Agreement shall be in the state or federal courts located in .

Entire Agreement; Amendments

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

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Receiving Party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets if the assignee assumes all obligations hereunder. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Survival: Provisions that by their nature should survive termination or expiration of this Agreement, including confidentiality, indemnification and limitation of liability, shall survive.

Certifications and Acknowledgment

By signing below, each party certifies that the information provided on this form is true and accurate, that the party has authority to enter into this Agreement, and that the party has read, understood and accepted all terms and conditions contained herein.

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