Marketing Consent Flyer

MARKETING CONSENT FLYER

This Marketing Consent and Promotional Materials Agreement (the "Agreement") is entered into by and between the parties identified below as of the Effective Date set forth herein.

PARTIES

RECITALS

WHEREAS, the Consent Provider has agreed to provide certain rights, images, likeness, statements or other materials for use in a promotional flyer or related marketing materials produced by the Marketing Entity; and

WHEREAS, the Marketing Entity desires to secure the Consent Provider's permission to use such materials on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend this Agreement to govern the grant of rights, compensation (if any), confidentiality and the scope of permitted use for the Marketing Entity's promotional flyer and related distribution channels.

SCOPE OF WORK

The Marketing Entity will create, design, produce and distribute a promotional flyer and associated marketing collateral that may include photographic images, quoted statements, and biographical details supplied by the Consent Provider. Detailed description of services, deliverables and distribution channels:

Usage includes: Print flyer/brochure Digital flyer (email, PDF) Social media promotion Outdoor display or posters

CONSENT AND RELEASE

The Consent Provider hereby irrevocably grants to the Marketing Entity a non-exclusive, royalty-free (unless otherwise stated in Payment Terms), worldwide right and license to use the Consent Provider's name, image, likeness, voice and provided statements (collectively, "Materials") in the flyer and in related advertising, promotion and distribution channels for the term set forth below. The Consent Provider releases the Marketing Entity from any claims, liabilities or demands arising from such use, except for uses that are unlawful or materially outside the scope described in this Agreement.

PAYMENT TERMS

Late payments will accrue interest at a rate of on overdue balances, after a grace period of days.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the End Date specified below, unless earlier terminated in accordance with this section.

Effective Date:    End Date:

Either party may terminate for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Termination for material breach may be immediate if the breaching party fails to cure within 10 days of written notice.

CONFIDENTIALITY

Each party agrees to maintain in confidence any non-public information disclosed by the other party that is designated as confidential or that ought reasonably to be considered confidential given its nature ("Confidential Information"). Confidential Information does not include information that is or becomes publicly known through no wrongful act of the receiving party, is independently developed without reference to the disclosing party's Confidential Information, or is rightfully obtained from a third party without breach of any obligation of confidentiality. The receiving party will use Confidential Information solely for performance under this Agreement and will not disclose it except to employees, agents or contractors who have a need to know and who are bound to maintain its confidentiality.

INTELLECTUAL PROPERTY AND MORAL RIGHTS

The Consent Provider warrants that the Materials supplied are original to the Consent Provider or that the Consent Provider has obtained all necessary rights and consents from third parties to permit the uses granted herein. The Consent Provider hereby assigns (or grants a license as specified in Payment Terms) to the Marketing Entity all rights necessary to reproduce, modify, adapt, publish and distribute the Materials in connection with the flyer and related promotions. The Consent Provider waives any moral rights in the Materials to the extent permitted by law.

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.

INDEMNIFICATION

The Consent Provider agrees to indemnify, defend and hold harmless the Marketing Entity and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses or expenses (including reasonable attorneys' fees) arising out of the Consent Provider's breach of any warranty or representation under this Agreement, including claims that the Materials infringe the rights of a third party.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any amendment or modification must be in writing and executed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that the Marketing Entity may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

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