Media Licensing Agreement

MEDIA LICENSING AGREEMENT

This Media Licensing Agreement (the "Agreement") is entered into as of by and between Licensor Name: , with principal place of business at Licensor Address: , and Licensee Name: , with principal place of business at Licensee Address: .

RECITALS

WHEREAS, Licensor is the owner of certain media assets and content, including but not limited to photographic images, video recordings, audio recordings, and associated metadata (collectively, "Media"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use specified Media under the terms and conditions set forth in this Agreement;

WHEREAS, the parties intend for this Agreement to define the rights, limitations, and obligations related to the licensed Media.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a exclusive non-exclusive license to use the Media described in Section 2 for the Permitted Uses specified in Section 3, within the Territory and during the Term set forth below. The grant is limited, non-transferable except as expressly provided, and subject to payment of all fees specified herein.

2. LICENSED MATERIALS

2.1 Description of Media. The Media subject to this Agreement are described as follows:

2.2 Delivery. Licensor will deliver the Media to Licensee by delivery method agreed in writing. Delivery of digital files does not transfer ownership of the Media; ownership remains with Licensor unless otherwise expressly assigned in writing.

3. PERMITTED USES, TERRITORY, AND MEDIA

3.1 Permitted Uses. Licensee may use the Media for the following purposes (select all that apply and specify limitations):

4. TERM AND TERMINATION

4.1 Term. The license granted herein commences on the Effective Date and continues for a period of unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either party may terminate this Agreement upon material breach by the other party if such breach remains uncured for thirty (30) days after written notice specifying the breach. Termination does not relieve Licensee of obligations to pay accrued fees.

5. FEES AND PAYMENT

5.1 License Fee. In consideration for the license granted, Licensee shall pay Licensor a fee as follows:

5.2 Taxes. All fees are exclusive of taxes. Licensee is responsible for any applicable sales, use, VAT or other taxes, except taxes based on Licensor's net income.

6. INTELLECTUAL PROPERTY; OWNERSHIP

6.1 Ownership. Licensor retains all right, title and interest in and to the Media, including all copyrights and moral rights. Licensee receives only the limited license rights expressly set forth in this Agreement. No ownership or transfer of copyright is intended or granted unless a separate written assignment is executed by Licensor.

6.2 Sublicensing. Sublicensing is permitted only if expressly authorized in writing: Sublicensing allowed

7. REPRESENTATIONS AND WARRANTIES

7.1 By Licensor. Licensor represents and warrants that (a) it has full power and authority to enter into this Agreement and grant the licenses herein; (b) to Licensor's knowledge, the Media do not infringe any third party intellectual property rights; and (c) it has not granted rights to any third party that would conflict with the rights granted to Licensee under this Agreement.

7.2 By Licensee. Licensee represents and warrants that its use of the Media will comply with all applicable laws and that it will not use the Media in a manner that is defamatory, obscene, or illegal.

8. INDEMNIFICATION

8.1 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor from and against any and all third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Media, breach of this Agreement, or violation of law.

8.2 Licensor Indemnity. Licensor shall indemnify, defend and hold harmless Licensee from and against third-party claims alleging that Licensee's authorized use of the Media as contemplated by this Agreement infringes such third party's intellectual property rights, provided Licensee gives prompt written notice and reasonable cooperation in the defense.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party agrees to keep confidential any non-public information disclosed by the other party that is designated confidential or would reasonably be understood to be confidential in nature, and not to disclose such information except as necessary to perform under this Agreement or as required by law.

10. PUBLICITY

Licensee shall not use Licensor's name, trademarks or logos in promotional materials or publicity without Licensor's prior written consent, except that Licensee may provide credit to Licensor in connection with lawful and appropriate uses of the Media when credit is customary.

11. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice to the other:

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1 Amendments. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

13.2 Waiver. No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom enforcement is sought. A failure or delay to exercise any remedy shall not constitute a waiver.

13.3 Counterparts. 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. Signatures transmitted by electronic means (including PDF or facsimile) shall be deemed original signatures for all purposes.

14. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral.

16. 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. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising out of this Agreement.

17. MISCELLANEOUS

17.1 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment relationship, or agency between the parties.

17.2 Assignment. Licensee may not assign this Agreement or any rights hereunder without Licensor's prior written consent, which consent shall not be unreasonably withheld. Licensor may assign this Agreement in connection with a merger or sale of substantially all of its assets.

EXECUTION

The parties have executed this Agreement through their duly authorized representatives as of the date first written above.

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