Legal Image Rights Authorization Form

LEGAL IMAGE RIGHTS AUTHORIZATION FORM

This Image Rights Authorization Agreement (the "Agreement") is entered into as of , by and between Grantor Name: , Grantor Address: (the "Grantor"), and Licensee Name: , Licensee Address: (the "Licensee").

RECITALS

WHEREAS, Grantor is the creator, owner, or authorized subject of certain photographic images, digital images, video recordings and/or likenesses described as:

WHEREAS, Licensee desires to obtain rights to use such images for certain commercial, promotional, editorial and archival purposes, and Grantor is willing to grant such rights on the terms set forth herein.

WHEREAS, the parties intend by this Agreement to set forth the scope, duration and compensation for the use of the images and to release claims related to such use to the extent permitted by law.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. GRANT OF RIGHTS

1.1 Grant. Subject to the terms of this Agreement, Grantor hereby grants to Licensee a perpetual, worldwide, exclusive non-exclusive license to reproduce, distribute, publicly display, perform, publish, create derivative works of, adapt, and sublicense the images described above (collectively, the "Licensed Rights") for the Uses specified in Section 1.2. The grant includes the right to use the images in combination with other materials and to crop, resize, retouch, color grade or otherwise alter the images.

1.2 Permitted Uses. Licensee may use the Licensed Rights for the following purposes (check all that apply):

2. TERM; TERRITORY

2.1 Term. The license granted in Section 1 shall commence on the Effective Date and shall continue for unless earlier terminated in accordance with this Agreement.

2.2 Territory. The license is granted on a worldwide basis unless the parties specify territorial restrictions here:

3. CONSIDERATION; PAYMENT

3.1 Consideration. In consideration for the rights granted herein, Licensee shall pay Grantor the sum of (USD) and any agreed expense reimbursements as set forth below.

4. CREDITS AND ATTRIBUTION

4.1 Credit. Where practical and customary, Licensee shall provide the following photographer/creator credit in connection with public displays of the images:

5. REPRESENTATIONS, WARRANTIES AND COVENANTS

Grantor represents and warrants that: (a) Grantor is the sole owner of all right, title and interest in and to the images, or has obtained all rights and permissions necessary to grant the Licensed Rights; (b) the execution and performance of this Agreement do not and will not violate any agreement, law or third-party right; (c) to Grantor's knowledge, the images do not infringe the rights of any third party; and (d) Grantor has obtained written consent from any identifiable person appearing in the images if such consent is required under applicable law.

Grantor further covenants to notify Licensee promptly in writing of any claim or suit relating to the Licensed Rights.

6. MORAL RIGHTS; WAIVER

To the extent permitted by law, Grantor irrevocably waives and agrees not to assert any moral rights, droit moral, or similar rights in connection with the images and the Licensed Rights. Grantor agrees that Licensee may edit, alter or modify the images as necessary for the permitted uses.

7. RELEASE AND LIMITATION OF LIABILITY

Grantor releases Licensee, its affiliates and their respective officers, directors, employees, agents and licensees from any and all claims, demands, suits, causes of action, liabilities and damages arising out of or relating to Licensee's exercise of the Licensed Rights consistent with this Agreement, including without limitation claims for invasion of privacy, defamation, and right of publicity, to the fullest extent permitted by law.

8. INDEMNIFICATION

Grantor shall indemnify, defend and hold harmless Licensee from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Grantor's representations, warranties, or covenants contained in this Agreement. Licensee shall promptly notify Grantor of any claim for which indemnification is sought and shall permit Grantor to control the defense and settlement of such claim, provided that Licensee may participate with counsel of its choice at its own expense.

9. TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after written notice. Termination shall not affect Licensee's rights to use any images already incorporated into materials published or distributed prior to termination, except as otherwise required by law.

10. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing.

11. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. Failure to enforce any provision shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties:

12.2 Entire Agreement. This Agreement, including all schedules and attachments executed contemporaneously herewith, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior agreements and understandings.

12.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to substitute a valid, enforceable provision that most closely effects the original intent.

13. MISCELLANEOUS

13.1 Taxes. Each party shall be responsible for its own taxes arising from the transactions contemplated by this Agreement unless otherwise agreed in writing.

13.2 Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, agency or employment relationship.

ADDITIONAL TERMS

SIGNATURES

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