Legal Publicity License

LEGAL PUBLICITY LICENSE

This Legal Publicity License (the "License") is entered into as of Effective Date: by and between Licensor Name: with principal address , and Licensee Name: with principal address .

RECITALS

WHEREAS, Licensor owns rights in certain name, likeness, image, voice, biographical information and related materials (collectively, the "Licensed Publicity Materials"); and

WHEREAS, Licensee desires to obtain and Licensor is willing to grant a limited license to use the Licensed Publicity Materials for the promotional, advertising and publicity purposes set forth in this License;

WHEREAS, the parties intend that this License define the scope of permitted uses, compensation, approvals, and the parties' obligations with respect to publicity and promotional exploitations of the Licensed Publicity Materials.

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 LICENSE

1.1 Grant. Subject to the terms and conditions of this License, Licensor hereby grants to Licensee a Exclusive Non-exclusive (select one) license to use the Licensed Publicity Materials solely for the Permitted Uses described in Section 4, within the Territory and Term specified below. This grant includes the right to reproduce, display, distribute and otherwise exploit the Licensed Publicity Materials, and to authorize third parties to do so for Licensee's promotional activities consistent with this License.

2. LICENSED MATERIALS

2.1 Description. The Licensed Publicity Materials consist of the following materials and depictions provided or identified by Licensor:

3. TERM

3.1 Term. The initial term of this License shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein. Any extension shall be by written amendment executed by both parties.

4. TERRITORY AND PERMITTED USES

4.1 Territory. The rights granted hereunder are limited to the Territory:

4.2 Permitted Uses. Licensee may use the Licensed Publicity Materials solely for the following purposes: advertising, promotion, press releases, social media, website use, printed marketing materials, and investor or public relations materials, provided such uses comply with the standards and approval procedures set forth in Section 5.

5. APPROVAL; STANDARDS; MORAL RIGHTS

5.1 Approval. Licensee shall submit representative proofs or mock-ups of any use of the Licensed Publicity Materials to Licensor for written approval, which approval shall not be unreasonably withheld. Licensor shall respond to any submission within days of receipt. Failure to respond shall be deemed approval.

5.2 Moral Rights. Licensor hereby represents and warrants that Licensor has the right to grant the license and to grant any necessary waivers of moral rights to the extent permitted by applicable law. Licensor: expressly waives any moral rights with respect to the Licensed Publicity Materials for the uses authorized herein.

6. COMPENSATION

6.1 Fee. In consideration for the license granted herein, Licensee shall pay Licensor the fee of payable in accordance with the Payment Schedule below.

7. REPRESENTATIONS AND WARRANTIES

7.1 Licensor represents and warrants that: (a) Licensor is the sole owner of, or has the full legal right to grant rights in, the Licensed Publicity Materials; (b) the Licensed Publicity Materials do not infringe any third party rights; and (c) there are no outstanding agreements that would materially interfere with Licensee's use as permitted by this License.

7.2 Licensee represents and warrants that it will use the Licensed Publicity Materials in compliance with all applicable laws and in a manner consistent with prevailing industry standards and the moral and reputational interests of Licensor.

8. INDEMNIFICATION

8.1 Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed Publicity Materials in violation of this License or applicable law.

8.2 Indemnification by Licensor. Licensor shall indemnify, defend and hold harmless Licensee from any claim that the Licensed Publicity Materials infringe any right of a third party, provided Licensee gives prompt written notice and reasonable cooperation to Licensor in the defense of such claim.

9. CONFIDENTIALITY

9.1 Confidential Information. The parties acknowledge that certain materials and information exchanged under this License may be confidential. Each party agrees not to disclose Confidential Information of the other party except as reasonably necessary to perform under this License or as required by law. "Confidential Information" does not include information that is or becomes publicly known through no breach by the receiving party.

10. TERMINATION

10.1 Termination for Cause. Either party may terminate this License upon material breach by the other party if such breach remains uncured after thirty (30) days' written notice specifying the nature of the breach.

10.2 Effect of Termination. Upon termination or expiration of this License, Licensee shall cease all new uses of the Licensed Publicity Materials. Licensee shall, within a commercially reasonable period, remove or discontinue uses as required by Licensor consistent with commercially reasonable transition procedures; provided, however, Licensee may continue to use existing printed materials in inventory for a period of days following termination unless otherwise agreed in writing.

11. NOTICES

11.1 Method. All notices required or permitted under this License shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, postage prepaid, return receipt requested, to the addresses set forth below (or to such other address as either party may designate in writing).

12. MISCELLANEOUS

12.1 Governing Law. This License shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflict of laws principles.

12.2 Entire Agreement. This License contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating thereto.

12.3 Severability. If any provision of this License is held to be illegal, invalid or unenforceable, in whole or in part, such provision shall be severed or reformed to the minimum extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

12.4 Amendments; Waiver. No amendment to this License shall be effective unless in a writing signed by both parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

12.5 Counterparts. This License may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

SIGNATURES

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