Media Consent Release Agreement

MEDIA CONSENT RELEASE AGREEMENT

This Media Consent Release Agreement (the "Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Licensee intends to photograph, videotape, record, and/or otherwise capture visual and/or audio media in connection with the project described as (the "Project");

WHEREAS, Releasor is a person whose image, voice, performance, or likeness may be included in such media and is willing to grant Licensee certain rights to use such media under the terms set forth below;

WHEREAS, the parties desire to set forth their entire agreement regarding the capture, use, and exploitation of such media.

SCOPE OF WORK

Licensee will conduct the following activities as part of the Project. Releasor consents to participation in these activities and to Licensee's capture of Releasor's image, likeness, voice, performance, and statements as described below.

MEDIA DETAILS

The types of media that may be captured and used under this Agreement include:

GRANT OF RIGHTS

Releasor hereby grants to Licensee and Licensee's affiliates, licensees, successors and assigns a worldwide, perpetual, royalty-free, transferable, sublicensable right and license to use, reproduce, publish, distribute, display, transmit, adapt, edit, create derivative works of, and otherwise exploit the media captured pursuant to this Agreement in any and all media now known or hereafter devised, for any purpose including commercial, advertising, promotional, archival, and editorial purposes.

Releasor waives any so-called moral rights or rights of attribution to the fullest extent permitted by applicable law and agrees that Licensee shall have the right to alter, crop, retouch, or otherwise modify the media.

PAYMENT TERMS

As full consideration for the rights granted hereunder, Licensee shall pay Releasor the sums set forth below. Unless otherwise stated in writing, payments are non-refundable.

Licensee's obligation to pay is subject to Releasor's compliance with this Agreement. Failure to pay undisputed sums when due shall entitle Releasor to suspend further use of the media until payment is made and to recover interest and collection costs as allowed by law.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, continues until .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days' written notice. Termination shall not affect Licensee's rights in media captured prior to termination except as expressly set forth herein.

CONFIDENTIALITY

The parties acknowledge that certain information exchanged in connection with the Project may be confidential. Each party agrees not to disclose the other's confidential information to third parties and to use such information only as necessary to perform its obligations under this Agreement. Confidentiality obligations survive termination for a period of two (2) years unless otherwise required by law.

INDEMNIFICATION AND RELEASE

Releasor releases and forever discharges Licensee from any and all claims, demands, causes of action, suits, liabilities, costs and expenses arising out of or relating to Licensee's lawful use of the media as authorized herein. Releasor agrees to indemnify, defend and hold harmless Licensee from and against any third-party claims arising from Releasor's breach of any representation, warranty or obligation under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute shall be resolved in the courts of competent jurisdiction located in that State.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, whether written or oral. No amendment or modification shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except that Licensee may assign this Agreement to an affiliate or successor in interest.

REPRESENTATIONS AND WARRANTIES

Releasor represents and warrants that Releasor has full right and authority to enter into this Agreement, that Releasor is over the age of majority, and that the rights granted herein do not conflict with any existing obligation or agreement.

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