Legal Image Authorization Form

LEGAL IMAGE AUTHORIZATION FORM

This Image Authorization Agreement (the "Agreement") is entered into as of the day of , by and between Licensor Name: , residing at (the "Licensor"), and Licensee Name: , with principal place of business at (the "Licensee").

RECITALS

WHEREAS, Licensor is the legal owner of certain photographic, video and/or other image material described below (the "Image(s)"); and

WHEREAS, Licensee desires to obtain from Licensor certain rights to reproduce, publish and otherwise use the Image(s) for the uses and on the terms set forth in this Agreement; and

WHEREAS, Licensor is willing to grant such rights to Licensee subject to the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DESCRIPTION OF IMAGE(S)

Date of capture:    Location:

2. GRANT OF RIGHTS

Licensor hereby grants to Licensee a (select one) Non-Exclusive Exclusive license to use, reproduce, publish, distribute, display and transmit the Image(s) in accordance with the license scope set forth below. The grant includes the right to crop, edit, resize and otherwise modify the Image(s) solely as necessary for the permitted uses.

3. SCOPE OF USE

Permitted media (check all that apply):

Photograph Video Audio

Specific distribution channels (check all that apply): Digital/Online Print Social Media Advertising/Promotional

Territory: . Term: .

4. CONSIDERATION

If no monetary consideration is payable, check here:

5. CREDIT AND MORAL RIGHTS

Credit: Licensee shall provide image credit in the manner specified here (if required):

Waiver of moral rights: Licensor hereby irrevocably waives and agrees not to assert any moral rights or similar rights in the Image(s) to prevent or object to modifications, retouching, cropping or other editorial use by Licensee to the extent permitted by applicable law.
Licensor acknowledges that Licensee will act in good faith to avoid uses that would harm Licensor's reputation.

6. REPRESENTATIONS AND WARRANTIES

Licensor represents and warrants that (a) Licensor is the sole owner of the Image(s) or has the full right to grant the rights granted herein; (b) the use of the Image(s) by Licensee as permitted by this Agreement will not infringe the rights of any third party; and (c) there are no outstanding licenses, claims, liens or encumbrances affecting Licensor's ability to grant the rights set forth in this Agreement.

Licensee represents and warrants that it will use the Image(s) only as permitted by this Agreement and in compliance with applicable law.

7. INDEMNIFICATION

Licensor shall indemnify and hold harmless Licensee from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of a breach of Licensor's representations or warranties. Licensee shall indemnify and hold harmless Licensor from and against any claims arising from Licensee's misuse of the Image(s) beyond the scope granted by this Agreement.

8. CONFIDENTIALITY

The parties agree that any non-public terms of compensation and other proprietary business information exchanged in connection with this Agreement shall be treated as confidential and shall not be disclosed to third parties except as required by law or with the other party's prior written consent.

9. TERMINATION

This Agreement may be terminated by mutual written agreement of the parties or by either party upon material breach by the other party if such breach is not cured within thirty (30) days after written notice. Termination shall not affect Licensee's right to continue to use any Image(s) for which Licensee has already paid for a perpetual license or uses already in distribution unless otherwise agreed in writing.

10. ASSIGNMENT

Licensee may assign its rights and obligations under this Agreement to a successor entity in connection with a merger, acquisition or sale of substantially all of its assets, provided that Licensee provides written notice to Licensor and remains liable for performance. Licensor may not assign this Agreement without Licensee's prior written consent, except to a successor in interest by operation of law.

11. NOTICES

12. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified here: , without regard to its conflict of laws principles.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

15. ACKNOWLEDGMENT

Licensor acknowledges that Licensor has read this Agreement, understands its contents, and agrees to be bound by its terms. Licensor further acknowledges receipt of good and valuable consideration as set forth herein.

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