Image Rights Agreement

Image Rights Agreement

This Image Rights Agreement (the "Agreement") is entered into as of Day: Month: Year: by and between Licensor Name: and Licensee Name: (each a "Party" and together the "Parties").

RECITALS

WHEREAS, Licensor is the author and lawful owner of certain photographic, digital or likeness images described as: and more fully described in Exhibit A:

WHEREAS, Licensee desires to obtain certain rights to use the images for the purposes and in the media set forth herein, and Licensor is willing to grant such rights under the terms and conditions of this Agreement.

WHEREAS, the Parties intend hereby to define the scope, duration, territory, compensation and limitations on the use of the images.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. Grant of Rights

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-Exclusive license to reproduce, display, distribute, and create derivative works of the images described above for the Permitted Uses defined in Section 2. The grant is limited to the territory and term set forth in Sections 3 and 4.

2. License Scope and Permitted Uses

2.1 Permitted Uses. Licensee may use the images for the following: . All uses shall be consistent with the moral rights and attribution requirements in Section 6.

2.2 Media. The license covers use in the following media: . Any use outside the specified media requires prior written authorization from Licensor.

3. Territory

The license is valid in the territory: . Unless otherwise agreed in writing, territory is construed broadly to include the territory specified herein for both physical and digital distribution.

4. Term and Termination

4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with this Agreement.

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

5. Compensation

5.1 Fee. In consideration for the rights granted, Licensee shall pay Licensor a fee of $ payable as follows: .

5.2 Expenses. Except as expressly set forth herein, Licensee shall be responsible for its own costs and expenses incurred in connection with Licensee's use of the images.

6. Moral Rights; Attribution

6.1 Moral Rights. Licensor hereby asserts and does not waive moral rights to the extent permitted by applicable law. Licensee shall not commit or permit any distortion, mutilation, or other modification of the images that would prejudice the reputation of Licensor.

6.2 Attribution. When the images are used, Licensee shall provide credit in the following form wherever practicable: . Placement of credit shall be reasonably prominent and consistent with industry practice.

7. Representations and Warranties

7.1 Licensor's Representations. Licensor represents and warrants that: (a) Licensor is the sole and exclusive owner of the images or has obtained all necessary rights from third parties; (b) use of the images by Licensee in accordance with this Agreement will not infringe the rights of any third party; and (c) there are no outstanding licenses, liens or encumbrances affecting Licensor's ability to grant the rights set forth herein.

7.2 Licensee's Representations. Licensee represents and warrants that Licensee will use the images only as permitted by this Agreement and will comply with applicable laws and third-party rights.

8. Use Restrictions

8.1 Prohibited Uses. Licensee shall not use the images in any pornographic, defamatory, unlawful, or otherwise obscene context, nor in any manner that implies Licensor's endorsement of products, services or political positions without Licensor's prior written consent.

8.2 Transfer and Resale. Licensee shall not sublicense, sell, or transfer the images except as expressly permitted by this Agreement.

9. Indemnification

Licensee agrees to indemnify, defend and hold harmless Licensor, its officers, agents and employees, from and against any claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the images in violation of this Agreement or applicable law. Licensor shall indemnify Licensee for third-party claims arising from Licensor's breach of the representations in Section 7.

10. Limitation of Liability

Except for liability arising from willful misconduct or fraudulent misrepresentation, neither Party shall be liable to the other for special, incidental, consequential, punitive or exemplary damages, and each Party's aggregate liability under this Agreement shall not exceed the amounts actually paid by Licensee to Licensor under this Agreement during the twelve (12) months preceding the claim.

11. Confidentiality

Each Party shall keep confidential the non-public terms of this Agreement and any non-public business information disclosed by the other Party in connection with this Agreement, and shall not disclose such information except to its employees, agents or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

12. Assignment

Neither Party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other Party, except that Licensee may assign to an acquirer of substantially all of Licensee's assets without Licensor's consent provided that the assignee assumes all obligations under this Agreement.

13. Notices

14. Amendments; Waiver; Counterparts

Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be effective unless in writing. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. Governing Law; Entire Agreement; Severability

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Additional Provisions

The Parties may specify additional terms below. Any additional terms that conflict with the main Agreement shall be subordinate unless expressly stated otherwise.

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