Legal Usage Waiver

LEGAL USAGE WAIVER

This Legal Usage Waiver (the "Waiver") is made effective as of Effective Date: by and between Client Name: , Client Address: , and Recipient Name: , Recipient Address: .

Client Name and Recipient Name are each a "Party" and collectively the "Parties". Client Name: represents that it is duly authorized to grant the rights set forth herein; Recipient Name: represents that it is duly authorized to accept such rights.

RECITALS

WHEREAS, Client is the owner or authorized licensor of certain Materials, intellectual property, name, image, likeness, and/or content described as:

WHEREAS, Recipient desires to use, reproduce, distribute, publish, display, adapt and otherwise exploit the Materials for the purposes described herein; and

WHEREAS, Client is willing to grant a limited right of use to Recipient and to waive certain claims, subject to the terms and conditions of this Waiver.

NOW, THEREFORE, in consideration of the mutual covenants and other good and valuable consideration acknowledged by the Parties, receipt of which is hereby acknowledged, the Parties agree as follows:

1. GRANT OF RIGHTS AND CONSENT

1.1 Grant. Client hereby grants to Recipient a non-exclusive, royalty-free, worldwide right and license to use, reproduce, publish, display, distribute, create derivative works of, and otherwise exploit the Materials in any media now known or hereafter developed, solely for the Permitted Uses defined below, subject to the terms of this Waiver.

1.2 Permitted Uses. The Materials may be used by Recipient for the following purposes: . Any use outside this description requires prior written consent from Client.

2. CONSIDERATION

2.1 Consideration. The Parties acknowledge that Recipient's right to use the Materials is granted in exchange for the following consideration: . The sufficiency of such consideration is acknowledged by Client.

3. WAIVER AND RELEASE

3.1 Release of Claims. Client irrevocably waives, releases and discharges Recipient and Recipient's agents, licensees, successors and assigns from any and all claims, demands, causes of action, suits, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to Recipient's exercise of the rights granted in Section 1, including but not limited to claims for invasion of privacy, misappropriation of likeness, defamation, emotional distress, or violation of any publicity rights, except to the extent such claims arise from Recipient's gross negligence or willful misconduct.

3.2 No Further Compensation. Client agrees that no further compensation, approval or authorization will be required beyond the Consideration specified in Section 2 for the Permitted Uses.

4. REPRESENTATIONS AND WARRANTIES

4.1 Client Representations. Client represents and warrants that: (a) it has full right, power and authority to grant the rights herein; (b) the grant of rights does not violate any contractual obligation, law or third-party right; and (c) to Client's knowledge, the Materials do not infringe the intellectual property or publicity rights of any third party except as otherwise disclosed in writing to Recipient.

4.2 Recipient Representations. Recipient represents and warrants that it will use the Materials in accordance with this Waiver and applicable law and will not knowingly use the Materials in any manner that is unlawful, defamatory, obscene, or otherwise injurious to Client's reputation.

5. INDEMNIFICATION

5.1 Recipient Indemnity. Recipient shall indemnify, defend and hold harmless Client from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Recipient's breach of this Waiver or Recipient's misuse of the Materials, except to the extent caused by Client's intentional misconduct.

6. CONFIDENTIALITY; PROPRIETARY MATTERS

6.1 Confidential Information. Confidential information disclosed by either Party and marked or identified as confidential shall remain subject to the confidentiality obligations agreed between the Parties. Nothing in this Waiver transfers title to trade secrets or other proprietary rights not expressly granted.

7. TERM AND TERMINATION

7.1 Term. The rights granted under this Waiver commence on the Effective Date and continue for the period specified here: unless earlier terminated as provided below.

7.2 Termination for Breach. Either Party may terminate this Waiver upon written notice if the other Party materially breaches any provision and fails to cure within thirty (30) days of receipt of written notice.

8. USE RESTRICTIONS

8.1 Prohibited Uses. Recipient shall not use the Materials in connection with illegal activity, hate speech, pornography, or in any manner that portrays Client in a false, derogatory, or defamatory light. Recipient shall not imply endorsement by Client of any product, service or political position without separate written consent.

9. REMEDIES

9.1 Injunctive Relief. The Parties acknowledge that a breach of the provisions regarding use restrictions or confidentiality may cause irreparable harm for which monetary damages are an inadequate remedy; therefore, injunctive relief shall be available in addition to other remedies at law or equity.

10. NOTICES

Notices to Client

Notices to Recipient

10.1 Method. All notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier, to the addresses specified above or such other address as either Party may specify in writing.

11. AMENDMENTS; WAIVER

11.1 Amendments. This Waiver may be amended or modified only by a written instrument signed by both Parties.

11.2 Waiver. No waiver of any breach shall be deemed a waiver of any subsequent breach, nor shall any waiver constitute a modification of the terms of this Waiver except as set forth in a signed writing.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 Entire Agreement. This Waiver constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

12.3 Severability. If any provision of this Waiver is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

13. MISCELLANEOUS

13.1 Counterparts. This Waiver may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be treated as originals for all purposes.

13.2 Authority. Each Party warrants that the person signing on its behalf is duly authorized to execute this Waiver and to bind that Party to its terms.

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