Contributor Release Consent Form

CONTRIBUTOR RELEASE CONSENT FORM

Parties

Recitals

WHEREAS, Contributor: has prepared or owns certain creative materials and related rights described below (the "Contribution"); and

WHEREAS, Recipient: desires to obtain rights in and to the Contribution for use in its business and projects under the terms set forth herein; and

WHEREAS, the parties intend by this Agreement to set forth the rights, licenses, payment, confidentiality obligations, and release of claims related to the Contribution.

Scope of Work / Description of Contribution

Grant of Rights and Release

Contributor hereby irrevocably grants and assigns to Recipient a perpetual, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, distribute, modify, publicly display, publicly perform, and otherwise exploit the Contribution, in whole or in part, in any media now known or hereafter developed, for any purpose consistent with Recipient's business. Contributor further releases Recipient from any claims for moral rights, publicity, or attribution to the extent permitted by law.

Contributor represents and warrants that Contributor is the sole owner of all rights in the Contribution or otherwise has the full right and authority to grant the rights and releases granted herein, and that the Contribution does not infringe the rights of any third party.

Payment Terms

Any payment not received within days of the due date shall incur a late fee of on the outstanding balance, plus all costs of collection.

Term and Termination

This Agreement commences on the Start Date: and continues until the End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Termination does not affect Recipient's rights in Contributions already received and used in reliance on the licenses granted herein. Upon termination Contributor shall not be entitled to recall or rescind licenses already granted prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Recipient will not disclose Contributor's Confidential Information to any third party or use it except as necessary to exercise rights under this Agreement, except where disclosure is required by law, court order, or governmental authority. Confidentiality obligations do not apply to information that (a) is or becomes publicly known through no breach of this Agreement, (b) is rightfully received from a third party without a duty of confidentiality, or (c) was independently developed without use of the other party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except that trade secrets and any licensed intellectual property shall remain subject to protection to the fullest extent permitted by law.

Representations; Indemnity

Contributor represents that the Contribution is original, that Contributor has the full right and authority to grant the rights and releases granted herein, and that the Contribution does not infringe any third-party rights. Contributor will indemnify, defend and hold harmless Recipient from and against any claims, liabilities, losses, damages and costs arising from breach of these representations.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

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, proposals, negotiations and understandings, whether written or oral. Any amendment or waiver must be in a written instrument signed by both parties.

Miscellaneous Provisions

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. No failure or delay by either party in exercising any right shall operate as a waiver. The parties acknowledge that monetary damages may be inadequate and that a party may seek injunctive relief to enforce this Agreement.

Contributor Entity Type

Individual Corporation/LLC Other (specify):

Additional Terms / Notes

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