Legal Rights Form

LEGAL RIGHTS FORM

This Legal Rights Form ("Agreement") is entered into as of by and between Client Name: (the "Grantor") and Recipient Name: (the "Grantee").

RECITALS

WHEREAS, Grantor has created or will create certain works, materials, recordings, images, or other deliverables described as: (the "Works");

WHEREAS, Grantee desires to obtain certain rights in the Works for the purposes of reproduction, distribution, display, performance, modification and sublicensing as set forth herein; and

WHEREAS, Grantor is willing to grant such rights to Grantee subject to the terms, representations and consideration set forth below.

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

1. DEFINITIONS

1.1 "Works" shall mean the items described above and any associated materials, drafts, footage, metadata, and embodiments thereof created by Grantor and delivered to Grantee.

1.2 "Rights" shall mean all copyrights, moral rights to the fullest extent permitted by law, and all related proprietary rights in and to the Works, including the right to register, enforce, assign, sublicense, reproduce, distribute, publicly display and create derivative works.

2. GRANT OF RIGHTS

2.1 Assignment. Subject to the terms of this Agreement, Grantor hereby irrevocably assigns, transfers and conveys to Grantee the Rights in and to the Works throughout the world for the full term of such rights and any renewals or extensions thereof, together with the exclusive right to exploit the Works by any means now known or hereafter developed.

2.2 Alternative License Option. If the parties prefer a license rather than assignment, select applicable option(s) below (selecting an assignment does not preclude indicating license scope for clarity):
Assignment of all rights Exclusive license Non‑exclusive license

3. MORAL RIGHTS AND WAIVER

Grantor hereby irrevocably waives, to the maximum extent permitted by applicable law, any and all claims of moral rights, droit moral, or similar rights in the Works and agrees not to assert any such rights against Grantee, its licensees or successors. To the extent any waiver is not effective, Grantor hereby grants Grantee an unconditional, worldwide, perpetual license to exercise such rights.

4. CONSIDERATION

4.1 Payment. In consideration for the rights granted, Grantee shall pay Grantor the sum of payable as follows: .

4.2 No Other Consideration. Except as expressly set forth herein, Grantor acknowledges receipt of full consideration and waives any other claims for additional compensation in respect of the Rights.

5. REPRESENTATIONS AND WARRANTIES

Grantor represents and warrants that: (a) Grantor is the sole and exclusive owner of the Works and has full authority to grant the Rights; (b) the Works are original to Grantor and do not infringe any third-party intellectual property or other proprietary rights; (c) there are no outstanding licenses, liens, claims or encumbrances affecting the Rights; and (d) Grantor will execute and deliver any additional instruments reasonably necessary to effectuate the transfer of Rights.

6. CONFIDENTIALITY

The parties agree that any non-public information disclosed in connection with the Works and this Agreement shall be held in confidence in accordance with the following:

7. INDEMNIFICATION

Grantor shall indemnify, defend and hold harmless Grantee and its officers, directors, agents and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations and warranties contained herein or any third‑party claim that the Works infringe such third party's rights.

8. LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF SECTION 5 OR OBLIGATIONS UNDER SECTION 7, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. TERMINATION

This Agreement is perpetual with respect to the Rights granted, subject to termination for material breach by either party if such breach remains uncured for thirty (30) days after written notice. Termination shall not affect rights already granted or accrued obligations, including payment and indemnification obligations.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below and shall be deemed given upon personal delivery, confirmed delivery by courier, or three (3) days after deposit in certified mail:

11. MISCELLANEOUS

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement: 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. Any modifications must be in writing and signed by both parties.

Severability: 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 to the minimum extent necessary to effect the parties' intent.

Waiver: No waiver of any breach of this Agreement shall constitute a waiver of any other or subsequent breach. No waiver shall be effective unless in writing and signed by the party granting the waiver.

Counterparts: This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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