Marketing Social Media Release

MARKETING SOCIAL MEDIA RELEASE

Parties

Recitals

WHEREAS, Company desires to engage Participant to provide appearance, creative content, and promotional services in connection with Company's marketing and social media campaigns;

WHEREAS, Participant has expertise, a public persona and social media presence that Company seeks to feature, and Participant is willing to grant Company rights to use Participant's name, likeness, voice, image, performance, biographical information, and contributed materials as set forth herein;

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

Scope of Work

The services and deliverables to be performed and provided by Participant and the manner of performance are described below. Company may request reasonable revisions consistent with the agreed deliverables.

Rights Granted; Use of Materials

Participant hereby irrevocably grants to Company and its affiliates, licensees and assigns a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use, reproduce, distribute, publish, display, perform, adapt, edit, crop, and create derivative works of Participant's name, image, likeness, voice, performance, biography, statements, and any audio-visual or photographic materials provided or created by Participant (collectively, the "Materials") for marketing, advertising, promotional and social media purposes in perpetuity across all media now known or hereafter developed.

Participant waives any right to inspect or approve the finished product or the use of the Materials and releases Company from any claims related to distortion, blurring, alteration, optical illusion, composite representations, or other use that may occur in publishing, editing or production. Participant further waives moral rights to the extent permitted by law.

Payment Terms

Unless otherwise agreed in writing, all payments are exclusive of taxes; Participant is solely responsible for any taxes, withholdings or required contributions arising from payments received under this Agreement.

Term and Termination

This Agreement commences on the Effective Date set forth below and shall continue until the End Date set forth below, unless earlier terminated as provided herein.

Effective Date:

End Date:

Either party may terminate this Agreement for material breach that remains uncured after the notice period above. Termination does not affect Company's rights to use Materials created prior to termination as permitted by this Agreement; such license survives termination.

Confidentiality

Each party shall treat as confidential all non-public business, technical, financial or other information disclosed by the other party and marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information which is or becomes publicly available other than by breach of this Agreement, or is independently developed.

The receiving party shall use Confidential Information solely for the performance contemplated under this Agreement and shall not disclose it without prior written consent, except to those employees, contractors or advisors who have a need to know and are bound by confidentiality obligations at least as protective as those herein.

Representations, Warranties & Indemnification

Participant represents and warrants that Participant has the full right, power and authority to enter into this Agreement and to grant the rights granted herein and that the Materials do not infringe or violate the rights of any third party. Participant further warrants that Participant is at least 18 years of age. If Participant is under 18, parental or guardian consent is required and must be attached as an addendum.

Participant shall indemnify, defend and hold harmless Company and its affiliates, officers, directors and agents from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or related to any breach of the foregoing representations and warranties, or any third-party claims relating to Participant's content or conduct.

Privacy and Data Use

Participant consents to Company's collection and use of Participant's name, image, contact information and any analytics derived from Materials in connection with the performance of this Agreement. Company will handle personal data in accordance with applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state unless the parties agree otherwise in writing.

Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous communications, representations, or agreements, oral or written, relating to its subject matter. Any amendment or modification must be in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Company may assign to an affiliate or successor in interest.

Acknowledgment

Participant acknowledges that Participant has read this Agreement, understands its contents, has had the opportunity to consult independent counsel, and agrees to be bound by its terms. Participant further acknowledges that no additional compensation beyond what is stated herein is due unless expressly agreed in writing.

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