Likeness Rights Agreement

LIKENESS RIGHTS AGREEMENT

This Likeness Rights Agreement ("Agreement") is made and entered into as of Effective Date: by and between Licensor Name: with primary address: ("Licensor"), and Licensee Name: with primary address: ("Licensee").

RECITALS

WHEREAS, Licensor possesses certain proprietary rights in and to Licensor's name, image, likeness, voice, signature, persona and biographical information, including any photographic, audio and video recordings and stills (collectively, "Likeness"), and has the right to grant permission for the use of such Likeness;

WHEREAS, Licensee desires to obtain and Licensor is willing to grant a license to use the Likeness for the specific purposes and in accordance with the terms set forth in this Agreement;

WHEREAS, the parties intend by this Agreement to define the scope of rights granted, the compensation to be paid, and the rights and obligations of each party with respect to the Likeness.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. GRANT OF RIGHTS

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a (check for exclusive) (check for non-exclusive) license to use the Likeness solely for the Permitted Uses described below, during the Term and within the Territory specified in this Agreement. The license granted herein is limited, non-transferable except as provided in Section 11, and is subject to the restrictions and approvals set forth in this Agreement.

1.2 Permitted Uses. Licensee may use the Likeness for the following purposes:
Reproduction (print and digital)
Distribution and sale
Advertising and promotional materials
Creation of derivative works
If additional or different uses are required, such uses must be approved in writing by Licensor.

1.3 Territory and Term. The Territory for the license is: . The Term of the license commences on Start Date: and expires on End Date: unless earlier terminated in accordance with Section 7.

1.4 Sublicensing and Assignment. Licensee shall not sublicense or assign any rights granted hereunder without the prior written consent of Licensor, which consent shall not be unreasonably withheld; provided that Licensee may assign this Agreement in its entirety to an acquirer of substantially all of Licensee's business to which the license relates.

2. CONSIDERATION

2.1 License Fee. As full consideration for the rights granted herein, Licensee shall pay Licensor a fee of: $ payable in accordance with the Payment Schedule below.

3. MORAL RIGHTS; WAIVER

Licensor hereby irrevocably waives, to the fullest extent permitted by law, any and all moral rights, rights of attribution, or rights of integrity in the Likeness, and consents to any and all uses of the Likeness permitted by this Agreement, including alterations, cropping, and other changes, provided such uses are not otherwise unlawful or defamatory.

4. REPRESENTATIONS AND WARRANTIES

4.1 Licensor represents and warrants that: (a) Licensor is the legal owner of the Likeness or otherwise has the authority to grant the rights granted herein; (b) the grant of rights will not violate or infringe any right of any third party; and (c) there are no pending claims, liens or encumbrances with respect to the Likeness.

4.2 Licensee represents and warrants that its intended uses of the Likeness will comply with applicable laws and will not be defamatory, obscene, or otherwise unlawful.

5. INDEMNIFICATION

5.1 Licensor Indemnity. Licensor shall indemnify, defend and hold harmless Licensee and its officers, directors, agents and employees from and against any and all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Licensor's representations and warranties in Section 4.

5.2 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor from and against any and all claims, liabilities, losses, costs and expenses arising out of Licensee's use of the Likeness in a manner not authorized by this Agreement or in violation of applicable law.

6. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any nonpublic business information of the other party obtained in connection with this Agreement, except as necessary to perform obligations hereunder or as required by law. The confidentiality obligations survive termination of this Agreement for a period of two (2) years.

7. TERMINATION

7.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

7.2 Effect of Termination. Upon termination, Licensee shall cease all future uses of the Likeness except to the extent necessary to wind down existing uses and to fulfill obligations for materials already produced and distributed; provided that Licensee shall not be required to recall or destroy existing inventory that was lawfully produced prior to termination unless otherwise ordered by a court of competent jurisdiction.

8. PUBLICITY AND CREDIT

Licensee shall not use Licensor's name or other biographical information for endorsement of any product or service without Licensor's prior written consent. Unless otherwise agreed, Licensee may include an unobtrusive credit line in connection with uses of the Likeness.

9. ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Licensee may assign to an affiliate or as part of a corporate merger, acquisition, or sale of all or substantially all of its assets without Licensor's consent.

10. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, return receipt requested, nationally recognized overnight courier, or personal delivery, and shall be effective upon receipt.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a writing signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing signed by the party waiving compliance. This Agreement 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.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

12.2 Entire Agreement. This Agreement, together with any exhibits or schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

13. MISCELLANEOUS PROVISIONS

13.1 Remedies. The parties acknowledge that money damages may be an inadequate remedy for breach of certain provisions of this Agreement and that a party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

13.2 Relationship of Parties. The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment or agency relationship between them.

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