Media Release Guidelines

MEDIA RELEASE GUIDELINES

This Media Release Guidelines Agreement (the "Agreement") documents the terms under which media produced by Provider Name: will be recorded, licensed and used by Client Name: . Effective Date: .

WHEREAS

WHEREAS, Provider Name: possesses the right to create, record and supply photographic, audio, video and digital media (collectively, "Media"); and

WHEREAS, Client Name: desires to obtain a license to use such Media in accordance with the terms, compensation and restrictions set forth in this Agreement; and

WHEREAS, the parties wish to set forth guidelines addressing scope, payment, confidentiality and permitted uses of the Media to avoid disputes regarding ownership, editing, distribution and attribution.

SCOPE OF WORK

Provider will collect and deliver Media that may include photography, still images, raw video footage, edited video, audio recordings and associated metadata. Delivery format(s) and technical specifications will be described in the Scope of Work and in any attached delivery schedule incorporated by reference.

GRANT OF RIGHTS

Subject to full payment and compliance with these Guidelines, Provider hereby grants Client a non-exclusive / exclusive license (select applicable) to use the Media as specified below. The parties acknowledge that ownership of the underlying master files remains with Provider unless an assignment is executed in writing.

Use of Likeness (images and still photography)   Use of Voice (audio recordings)   Use of Testimonials and Statements

Unless otherwise limited in writing, permitted uses include editorial, promotional, advertising, social media, internal training, broadcast and distribution through third-party platforms. Any use outside the expressly stated permitted uses requires prior written approval from Provider.

PAYMENT TERMS

All amounts payable are due in U.S. currency unless otherwise stated. Client shall pay invoices within the timeframe set forth in the Payment Schedule. Late payments accrue interest at the rate specified above and may result in suspension of license rights until cured.

CREDITS AND ATTRIBUTION

Client agrees to use the credit line where reasonably practicable for public-facing uses. Failure to provide credit where contractually required is a material breach and entitles Provider to equitable relief in addition to damages.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public business, technical and financial information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that (i) is or becomes publicly known other than through a breach of this Agreement; (ii) was already known by the receiving party without obligation of confidentiality; or (iii) is required to be disclosed by law, provided the disclosing party is given prompt notice and assistance in seeking a protective order.

EDITING, ALTERATION & MORAL RIGHTS

Client may edit, crop or adapt the Media consistent with the permitted uses. Provider retains the right to require Client to remove or cease use of adapted Media that materially distorts, mutilates, or misrepresents Provider or the subject of the Media. Provider represents that any moral rights that cannot be waived by statute will be asserted only to the extent necessary to prevent derogatory treatment of the Media.

RELEASE AND WAIVER

By signing below, Client acknowledges and agrees that Provider and its licensees, successors and assigns may use, reproduce, distribute, publicly display and otherwise exploit the Media in accordance with this Agreement. Client releases Provider and its assigns from any claims arising from authorized use of the Media, including claims for invasion of privacy, defamation, or right of publicity, except to the extent such use violates express limitations set forth herein.

I acknowledge and accept the release and waiver terms stated above.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve Client of the obligation to pay for Services rendered and Media delivered prior to termination. Provisions intended to survive termination include, but are not limited to, confidentiality, indemnification, governing law, and payment of accrued fees.

INDEMNIFICATION

Client shall indemnify, defend and hold harmless Provider and its agents from and against any third-party claims, liabilities, damages and expenses that arise from Client's use of the Media in a manner not authorized by this Agreement, or from Client's breach of any representation, warranty or obligation herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located within the chosen jurisdiction, to which the parties hereby consent to personal jurisdiction.

ENTIRE AGREEMENT

This Agreement, together with any attached schedules and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and representations. Any amendment or modification must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. Neither party may assign its rights or obligations without the prior written consent of the other, except to a successor in interest to substantially all of its business.

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