Legal Personal Rights Document

LEGAL PERSONAL RIGHTS DOCUMENT

This Legal Personal Rights Document (the "Agreement") is entered into as of by and between Grantor Name: of Grantor Address: and Recipient Name: of Recipient Address: .

RECITALS

WHEREAS, Grantor possesses certain personal rights and interests including, without limitation, rights of publicity, rights in name, image, likeness, voice, signature and biographical data (collectively, "Personal Rights"); and

WHEREAS, Recipient desires to obtain certain rights with respect to the use of the Personal Rights for the limited purposes set forth herein, and Grantor is willing to grant such rights on the terms and subject to the conditions contained in this Agreement;

WHEREAS, the parties intend by this Agreement to set forth their entire understanding with respect to the subject matter hereof and to allocate risk, indemnities and limitations of use between them.

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

1. DEFINITIONS

For the purpose of this Agreement: "Personal Rights" means the rights identified in the Recitals. "Use" means any publication, distribution, exhibition, reproduction, adaptation, performance, display, or other exploitation of the Personal Rights. "Territory" means worldwide unless otherwise limited in writing. "Term" means the duration specified in Section 6.

2. GRANT OF RIGHTS

Subject to the terms and conditions of this Agreement, Grantor hereby grants to Recipient the following non-exclusive rights to Use the Personal Rights (check all that apply):

Name Image / Likeness Voice Biographical Data Other:

The rights granted are limited to the Permitted Uses described below and do not include the right to sublicense, assign or transfer such rights except as expressly permitted in writing by Grantor.

3. PERMITTED USES; RESTRICTIONS

Recipient may use the Personal Rights solely for the following purposes (describe in detail):

Recipient shall not use the Personal Rights in any manner that is defamatory, obscene, illegal, or that otherwise portrays Grantor in a false, derogatory or misleading light. Any use that materially alters Grantor's appearance or words in a manner that would be reasonably likely to cause reputational harm requires Grantor's prior written consent.

4. CONSIDERATION

In consideration for the grants made herein, Recipient shall pay Grantor the sum of payable as follows:

Payment Terms:

5. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants that Grantor is the sole owner of the Personal Rights being granted or has the full right and authority to grant the rights described herein; that the grant will not violate any agreement with any third party; and that there are no known claims, liens, encumbrances or legal actions pending or threatened that would materially impair the rights granted. Recipient represents that Recipient will use the Personal Rights only in accordance with this Agreement and applicable law.

6. TERM AND TERMINATION

Term: The rights granted hereunder shall commence on the Effective Date and shall continue for a period of unless earlier terminated as provided below.

Termination for Breach: Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period.

7. EFFECT OF TERMINATION

Upon termination or expiration, Recipient shall cease future Uses of the Personal Rights and, upon Grantor's written request, shall use commercially reasonable efforts to remove or discontinue distribution of materials containing the Personal Rights to the extent practicable. Termination shall not relieve either party of obligations accrued prior to termination, including payment and indemnity obligations.

8. CONFIDENTIALITY AND DATA

Each party shall maintain in confidence any non-public information received from the other marked or reasonably understood to be confidential, and shall use such information only to perform its obligations under this Agreement. If Personal Rights include personal data, Recipient shall process and protect such data in accordance with applicable privacy laws and shall not sell or otherwise transfer personal data except as expressly permitted herein.

9. INDEMNIFICATION

Each party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents (the "Indemnified Parties") from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement, willful misconduct, or negligent acts or omissions.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a party may specify by notice).

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party to exercise any right shall constitute a waiver of that right unless evidenced by a written waiver signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the courts located in the county specified below for resolution of disputes.

Governing State:    County/Forum:

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 negotiations and agreements, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it valid and enforceable.

15. MISCELLANEOUS

No assignment of this Agreement shall be effective without the prior written consent of the non-assigning party, except that Recipient may assign this Agreement to a successor in interest in connection with a merger, acquisition or sale of substantially all of Recipient's assets provided the assignee expressly assumes Recipient's obligations hereunder.

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