Media Release Form

MEDIA RELEASE AND LICENSE AGREEMENT

Parties

Recitals

WHEREAS, Releasor desires to grant Releasee the right to record, reproduce, distribute, display, and otherwise use Releasor's name, likeness, voice, image, and performance as described in this Agreement (collectively, the "Media"); and

WHEREAS, Releasee conducts marketing, promotional, editorial and commercial activities and requires an express release and license to exploit the Media in connection with those activities on the terms set forth below; and

WHEREAS, the parties desire to set forth the scope, compensation, term, and other legal terms governing the use of the Media.

Scope of Work

The Media to be created, captured, or provided and the permitted uses are described below. The Releasee's use of the Media shall be limited to the scope set forth herein unless otherwise agreed in writing.

Payment Terms

In consideration for the rights granted herein, Releasee shall pay Releasor the amounts and according to the schedule below.

Term and Termination

This Agreement commences on the Effective Date below and, unless earlier terminated in accordance with this Agreement, continues for the period set forth herein.

Effective Date:

Termination Date (if any):

Release, License and Consent

Releasor hereby grants to Releasee and its affiliates, licensees, successors and assigns an irrevocable, perpetual, worldwide, royalty-free, transferable, sublicensable right and license to use, reproduce, distribute, publish, modify, create derivative works of, display and otherwise exploit the Media in any and all media now known or hereafter devised, for commercial, promotional, educational or editorial purposes, without further consent or payment.

Releasor releases Releasee from any claims, demands, liabilities, causes of action, damages or losses arising out of Releasee's authorized use of the Media, including claims for invasion of privacy, defamation, or infringement of publicity rights, except for claims arising from Releasee's willful misconduct.

Confidentiality

Any non-public business information exchanged in connection with this Agreement that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure shall be kept confidential by the receiving party and used only for performance under this Agreement for a period of three (3) years following disclosure, except as required by law.

Representations, Warranties and Indemnity

Releasor represents and warrants that Releasor has full right and authority to enter into this Agreement and to grant the rights herein; that the Media is original to Releasor (or Releasor has obtained rights from third parties necessary for Releasee's use); and that Releasee's use of the Media in accordance with this Agreement will not infringe the rights of any third party. Releasor shall indemnify and hold harmless Releasee from and against any third-party claims arising from breach of the foregoing representations.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below. Parties submit to the exclusive jurisdiction of the courts of that jurisdiction for resolution of disputes.

Entire Agreement

This Agreement, together with any exhibits or written amendments signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether oral or written. No amendment of this Agreement will be effective unless in writing and signed by both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Headings are for convenience only and do not affect interpretation. Notices must be provided in writing to the addresses set forth above.

Acknowledgment

Releasor acknowledges that Releasor has read and understands this Agreement, has had the opportunity to ask questions, and agrees that the terms are fair and adequate consideration for the rights granted herein.

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