Media Disclosure Agreement

MEDIA DISCLOSURE AGREEMENT

This Media Disclosure Agreement (the Agreement) is entered into as of by and between Disclosing Party: and Recipient: .

WHEREAS

WHEREAS, Disclosing Party is the owner or authorized licensor of certain media assets including photographs, video footage, audio recordings and related metadata (collectively, the Media) and possesses rights necessary to permit the use set forth herein.

WHEREAS, Recipient desires to receive, review, reproduce, distribute and otherwise use the Media for the purposes described in this Agreement and Disclosing Party is willing to disclose the Media to Recipient subject to the terms and conditions below.

WHEREAS, the parties desire to define the scope, compensation, confidentiality obligations and other terms governing disclosure and use of the Media.

SCOPE OF WORK

GRANT OF RIGHTS

Subject to the terms and conditions of this Agreement, Disclosing Party hereby grants to Recipient a non-exclusive/non-transferable license to use, reproduce, distribute and display the Media solely for the Permitted Purpose described in the Scope of Work. The license is limited to the territory and media set forth below and does not transfer ownership of the Media to Recipient.

Territory:    Duration:    Exclusivity: Exclusive

USE, EDITING AND CREDIT

Recipient may edit, crop, alter, or create derivative works from the Media so long as such alterations do not derogate from moral rights asserted by the Disclosing Party beyond jurisdictions where moral rights cannot be waived. Recipient shall provide credit to Disclosing Party in the form and placement reasonably requested by Disclosing Party when the Media is published or distributed, except where impracticable due to technical limitations.

PAYMENT TERMS

Late Payment Fee: In the event any payment is not received by Disclosing Party within days after the due date, Recipient shall pay interest on the overdue amount at the lesser of (a) % per month or (b) the maximum permitted by law.

TERM AND TERMINATION

Term Commencement Date: ; Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice to the other party. Termination does not relieve Recipient of payment obligations for Media already delivered or of obligations that expressly survive termination.

CONFIDENTIALITY

Recipient shall treat the Media and any non-public information provided by Disclosing Party as confidential and shall not disclose such information to third parties except as expressly permitted by this Agreement or with Disclosing Party's prior written consent. Recipient will use at least the same degree of care to protect such information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations do not apply to information that (a) is or becomes publicly available through no fault of Recipient; (b) was rightfully known to Recipient prior to disclosure; (c) received from a third party free of a confidentiality obligation; or (d) is required to be disclosed by law or valid legal process, provided Recipient uses reasonable efforts to notify Disclosing Party to seek protective relief.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Disclosing Party represents and warrants that it has full right, title and authority to disclose the Media and to grant the rights granted herein and that the use of the Media by Recipient in accordance with this Agreement will not infringe the rights of any third party.

Recipient represents and warrants that it will use the Media only as permitted by this Agreement and will comply with all applicable laws and third-party rights. Recipient shall indemnify, defend and hold harmless Disclosing Party from and against any loss, liability, damage or expense (including reasonable attorneys' fees) arising from Recipient's breach of this Agreement or from claims that Recipient's use of the Media outside the scope of the license infringes third-party rights.

LIMITATION OF LIABILITY

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that jurisdiction for disputes arising under this Agreement.

ENTIRE AGREEMENT; MISCELLANEOUS

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

ADDITIONAL PROVISIONS

Third-Party Materials: If any Media contains third-party intellectual property, Disclosing Party will notify Recipient in writing and will secure any necessary clearances or licenses unless otherwise agreed. Recipient shall not rely on any implied clearances absent express written confirmation.

Survival: Provisions intended to survive termination or expiration of this Agreement, including but not limited to confidentiality, representations, indemnity and limitation of liability, shall survive.

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