Marketing Appearance Materials

MARKETING APPEARANCE MATERIALS AGREEMENT

This Marketing Appearance Materials Agreement (the "Agreement") is made effective as of by and between Client Name: and Appearance Provider: . Client and Appearance Provider are each a "Party" and collectively the "Parties."

WHEREAS

WHEREAS, Client desires to obtain certain marketing appearance materials, including but not limited to photography, videography, voice recordings, likeness, biographical text, and related creative assets (collectively, "Materials") for use in advertising, promotion, and other marketing activities; and

WHEREAS, Appearance Provider has the skill, rights and authority to provide such Materials and to grant the rights and licenses set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to creation, delivery, ownership and permitted use of the Materials.

SCOPE OF WORK

Deliverables shall include final files in industry-standard formats and any approved raw footage only if required by the Parties. Appearance Provider shall deliver the Materials in accordance with the schedule set forth in the Payment Terms and shall cooperate with Client for approvals reasonably requested.

PAYMENT TERMS

All amounts are payable in U.S. Dollars unless otherwise agreed in writing. Unless otherwise specified, invoices are due upon receipt and past due amounts shall bear the Late Fee described above. Appearance Provider shall be responsible for any taxes imposed on fees payable to Appearance Provider, excluding taxes based on Client's net income.

EXPENSES

Client shall reimburse reasonable pre-approved out-of-pocket expenses incurred by Appearance Provider in connection with the Services. Appearance Provider must obtain prior written approval for any expense over .

TERM AND TERMINATION

Commencement Date: . Termination Date:

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice. Either Party may terminate for convenience upon days' prior written notice to the other Party.

Upon termination, Appearance Provider shall deliver all completed Materials and any unpaid fees for work performed through the effective date of termination shall be payable in accordance with the Payment Terms.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, product, marketing, financial or other information disclosed by one Party to the other, whether marked confidential or not, that a reasonable person would understand to be confidential. Each Party agrees to: (a) hold Confidential Information of the other in strict confidence; (b) use Confidential Information only for performance of this Agreement; and (c) not disclose Confidential Information to third parties except to its employees, contractors or advisers who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidential Information does not include information that: (i) is or becomes generally known to the public other than through a breach of this Agreement; (ii) was lawfully in the receiving Party's possession prior to disclosure; (iii) was rightfully received from a third party without restriction; or (iv) is independently developed without use of the disclosing Party's Confidential Information.

INTELLECTUAL PROPERTY AND LICENSE

Ownership of Materials: Except as expressly provided herein, Appearance Provider retains any ownership interest in pre-existing materials, including underlying raw recordings and moral rights. Appearance Provider hereby grants to Client a perpetual, worldwide, transferable, sublicensable, exclusive license to use, reproduce, distribute, publicly display, prepare derivative works of, and otherwise exploit the final delivered Materials for all commercial and marketing purposes, subject to payment in full.

To the extent any assignment is necessary to effectuate the rights granted herein, Appearance Provider hereby irrevocably assigns to Client all right, title and interest in and to the delivered Materials and waives any moral rights to the extent permitted by law.

Appearance Provider may retain still images and excerpts of the Materials for reasonable promotional and portfolio use provided such use does not contain confidential Client information or materially prejudice Client's commercial exploitation of the Materials. If Client elects to withhold consent for portfolio use, Client shall provide written notice within days of delivery.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement. Appearance Provider represents and warrants that: (a) the Materials will be original to Appearance Provider or licensed for use herein; (b) the Materials do not infringe any third-party rights, and (c) Appearance Provider possesses all consents, including releases from any named talent or rights holders, necessary for Client's intended use.

Indemnification: Appearance Provider shall defend, indemnify and hold harmless Client and its officers, directors and agents from and against any claims, damages, losses, liabilities and expenses arising out of any breach of the foregoing representations and warranties, provided that Client provides prompt written notice of any claim and reasonable cooperation in the defense.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, a Party's indemnification obligations or a breach of confidentiality, neither Party shall be liable to the other for incidental, consequential, punitive or special damages, and each Party's aggregate liability shall not exceed the total fees actually paid by Client to Appearance Provider under this Agreement.

GOVERNING LAW

The Parties agree that this Agreement shall be governed by and construed in accordance with the laws of the governing state selected above, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any exhibits or attachments signed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification to this Agreement must be in writing and signed by both Parties.

NOTICES

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