Denunciation Usage Letter

DENUNCIATION USAGE LETTER

This Denunciation Usage Letter (the "Letter") is made on this day of , , by and between: Denouncer Name: , with principal address: ; and Recipient Name: , with principal address: .

RECITALS

WHEREAS, Denouncer is the owner of certain rights, materials or persona described as:

WHEREAS, Recipient has used or permitted the use of the foregoing materials or rights pursuant to permissions, licenses, or practices that Denouncer now denies, revokes and denounces as of the Effective Date set forth below; and

WHEREAS, the parties desire to set forth Denouncer's formal denunciation of any authorization, license or implied consent and to require Recipient to cease all such uses and to take remedial actions.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Materials" means the written, recorded, photographic, electronic or other materials, likenesses, trademarks, trade dress, or other content identified in the usage description above or otherwise used by Recipient that relate to Denouncer.

1.2 "Effective Date" means the date on which Denouncer's denunciation takes full effect:

2. REVOCATION; CEASE AND DESIST

2.1 Denouncer hereby expressly and unambiguously revokes, denounces and withdraws any and all permissions, licenses, consents, authorizations or implied rights previously granted to Recipient to use, reproduce, publish, display, distribute, or otherwise exploit the Materials. Such revocation is immediate and effective as of the Effective Date stated above.

2.2 Recipient shall, immediately upon receipt of this Letter and in no event later than calendar days: (a) cease all use of the Materials in any medium; (b) remove, destroy or render inaccessible all copies of the Materials in Recipient's possession or control; and (c) provide written certification of compliance to Denouncer pursuant to Section 7 (Notices).

3. REMEDIES; INJUNCTIVE RELIEF

3.1 Recipient acknowledges that any continued use of the Materials after the Effective Date shall constitute willful infringement, misappropriation, or unlawful exploitation for which Denouncer shall be entitled to injunctive relief, monetary damages, and any other remedies available at law or in equity.

3.2 Without limiting the foregoing, Denouncer may seek immediate injunctive relief to prevent further unauthorized use and may recover damages, including but not limited to actual damages, lost profits, statutory damages where applicable, and attorneys' fees and costs.

4. REPRESENTATIONS AND WARRANTIES

4.1 Denouncer represents and warrants that (a) Denouncer has full authority to revoke any permission or license granted with respect to the Materials; and (b) to the best of Denouncer's knowledge, the Materials are not subject to third-party agreements that would prevent the denunciation set forth herein, except as disclosed below:

4.2 Recipient represents and warrants that it has not assigned, sublicensed, or otherwise conveyed rights in the Materials that cannot be rescinded by Recipient in compliance with this Letter and that Recipient will comply with its obligations herein.

5. INDEMNIFICATION

5.1 Recipient shall indemnify, defend and hold harmless Denouncer and Denouncer's officers, directors, agents and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Recipient's use of the Materials after the Effective Date or Recipient's breach of any representation, warranty or obligation under this Letter.

6. CONFIDENTIALITY

6.1 The existence of this Letter and the terms hereof shall be treated as confidential by the parties, except as required by law or as necessary to enforce rights under this Letter. Any disclosures required by law shall be made only after reasonable prior notice to the non-disclosing party where practicable.

7. NOTICES

Notices to Denouncer

Notices to Recipient

8. GOVERNING LAW; VENUE

This Letter shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of law principles. The parties agree that the state and federal courts located in that state shall have exclusive jurisdiction and venue over any dispute arising under this Letter.

9. ENTIRE AGREEMENT; SEVERABILITY

9.1 This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings, agreements, negotiations and communications, whether written or oral, concerning the subject matter.

9.2 If any provision of this Letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Any amendment or modification to this Letter must be in writing and signed by both parties. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought.

10.2 This Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be effective and binding.

11. ACKNOWLEDGEMENT

The undersigned acknowledge that they have read and understand the terms of this Letter, that they are authorized to execute this Letter on behalf of the parties they represent, and that execution of this Letter is a material act of denunciation and revocation of any previously held permissions described herein.

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