Legal Image Use Authorization

LEGAL IMAGE USE AUTHORIZATION

This Legal Image Use Authorization ("Authorization") is made and entered into as of Effective Date: by and between Licensor Name: whose principal address is (the "Licensor"), and Licensee Name: whose principal address is (the "Licensee"). Licensor and Licensee are sometimes referred to herein collectively as the "Parties" and individually as a "Party."

RECITALS

WHEREAS, Licensor is the sole owner of certain photographic images, digital files, negatives, slides, and other visual media as identified in Section 2 below (collectively, the "Images"), and holds all rights necessary to grant the rights set forth herein; and

WHEREAS, Licensee desires to obtain a license to use the Images for the uses and terms described in this Authorization, and Licensor is willing to grant such license on the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Authorization to set forth in writing their respective rights, obligations, and the consideration for the authorized uses of the Images.

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

1. DESCRIPTION OF IMAGES; PURPOSE

Licensor hereby identifies the Images subject to this Authorization as follows (provide sufficient identifying information for each image, including file names, negative/slide numbers, or brief descriptions):

2. GRANT OF LICENSE

Subject to the terms and conditions of this Authorization, Licensor hereby grants to Licensee a non-exclusive exclusive license to use the Images for the Permitted Purpose set forth above. The license granted includes the right to reproduce, display, distribute, publish, and create derivative works of the Images, and to sublicense such rights to third parties solely for the Permitted Purpose, subject to the restrictions and conditions in this Authorization.

Territory:   Media:   Duration:

Licensee may modify or adapt the Images not modify the Images . Any permitted modification shall not materially distort or misrepresent the subject of the Images in a manner that would reasonably be expected to harm Licensor's reputation.

3. CONSIDERATION

In consideration for the rights granted herein, Licensee shall pay Licensor the amount of payable on or before . Payment terms:

4. COPYRIGHT, OWNERSHIP AND CREDIT

Licensor retains all right, title and interest in and to the copyright in the Images. Except for the license expressly granted herein, no other rights are conveyed. Licensee's rights are limited to those expressly granted in this Authorization and do not include ownership of the Images.

Credit: Licensee shall provide credit to Licensor as follows:   Credit required Credit not required (where impracticable)

5. REPRESENTATIONS AND WARRANTIES

Licensor represents and warrants that: (a) Licensor is the sole and exclusive owner of the Images or otherwise has the full right and authority to grant the rights granted herein; (b) the grant of rights herein does not violate or conflict with any agreement, obligation, or third-party right; and (c) to Licensor's knowledge, the Images do not infringe the intellectual property, privacy, publicity, or other legal rights of any third party.

Licensee represents and warrants that: (a) Licensee will use the Images only in accordance with the Permitted Purpose and this Authorization; and (b) Licensee will comply with all applicable laws and regulations in its use of the Images.

6. INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor and its officers, agents and employees from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Images, breach of this Authorization, or violation of any applicable law. Licensor shall indemnify Licensee against claims that the grant of rights in the Images to Licensee violates a third party's copyright or created by Licensor prior to the Effective Date.

7. CONFIDENTIALITY

To the extent that any Image or associated materials are designated in writing as confidential, the Party receiving such materials shall maintain their confidentiality and shall not disclose such materials except as necessary to exercise its rights under this Authorization or as required by law. Confidentiality obligations survive termination of this Authorization for a period of two (2) years.

8. TERMINATION

Either Party may terminate this Authorization upon material breach by the other Party if such breach is not cured within thirty (30) days after written notice. Upon termination, Licensee shall cease all uses of the Images except for finished materials already in distribution at the time of termination, unless otherwise agreed in writing. Sections concerning ownership, indemnification, payment, and confidentiality shall survive termination.

9. NOTICES

All notices required or permitted under this Authorization shall be in writing and delivered to the Parties at the addresses set forth below (or to such other address as a Party may specify by written notice in accordance with this Section).

10. MISCELLANEOUS

Governing Law: This Authorization shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to conflict of law principles.

Entire Agreement: This Authorization constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. No representation, promise, or condition not set forth in this Authorization shall be binding.

Amendments and Waiver: No amendment, modification or waiver of any provision of this Authorization shall be effective unless set forth in a written instrument signed by both Parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

Severability: If any provision of this Authorization is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the intent of the Parties to the fullest extent permitted by law.

Counterparts: This Authorization may be executed in counterparts, each of which when so executed shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered electronically or by facsimile shall be deemed originals for all purposes.

Sign Now