Media Release Waiver Agreement

MEDIA RELEASE WAIVER AGREEMENT

This Media Release Waiver Agreement ("Agreement") is made and entered into on this day of , by and between Client Name: with principal address (hereinafter "Releasor"), and Media Recipient Name: with principal address (hereinafter "Releasee").

RECITALS

WHEREAS, Releasor has agreed to participate in certain media activities described below and to allow Releasee to record, photograph, reproduce and otherwise use Releasor's name, likeness, voice, image, performance and biographical material; and

WHEREAS, Releasee is engaged in the business of producing, distributing and promoting audio, video, photographic and other media content and desires to record and use such media for promotional, commercial and editorial purposes; and

WHEREAS, the parties desire to set forth the terms under which Releasor grants rights to Releasee and to document a release and waiver of claims in connection with such use.

NOW, THEREFORE

In consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Media" means all photographs, video recordings, audio recordings, digital images, motion pictures, and other captured content of Releasor made by or for Releasee in connection with the Project described below.

1.2 "Project" means:

2. GRANT OF RIGHTS

2.1 Releasor hereby irrevocably grants to Releasee, its licensees, successors and assigns, the perpetual, worldwide, royalty-free, transferable and sublicensable right and license to use, reproduce, distribute, publish, exhibit, edit, modify, create derivative works of, and otherwise exploit the Media in any and all media now known or hereafter devised, for any purpose including but not limited to advertising, promotion, marketing, social media, broadcast, and commercial exploitation.

2.2 The foregoing grant includes the right to use Releasor's name, likeness, voice, image, biographical information and other personal attributes in connection with the Media.

3. CONSIDERATION

3.1 As full and complete consideration for the rights granted herein, Releasor shall receive:

4. RELEASE, WAIVER AND COVENANTS

4.1 Releasor hereby releases, discharges and forever holds harmless Releasee and its officers, directors, agents, employees, licensees and assigns from any and all claims, demands, actions, causes of action, suits, liabilities, damages, losses or expenses (including reasonable attorneys' fees) arising out of or relating to the use of the Media, including claims for invasion of privacy, defamation, right of publicity, or misappropriation.

4.2 Releasor represents and warrants that Releasor has the full right, power and authority to enter into this Agreement and to grant the rights herein, that the execution and performance of this Agreement will not violate any agreement or obligation between Releasor and any third party, and that no further consents are required.

5. MORAL RIGHTS AND APPROVALS

5.1 To the fullest extent permitted by law, Releasor hereby irrevocably waives and agrees not to assert any moral rights or attribution rights with respect to the Media. Releasor acknowledges that Releasee has no obligation to seek or obtain Releasor's approval of the manner or form in which the Media are used.

6. CONFIDENTIALITY

6.1 The parties shall maintain the confidentiality of any non-public business information exchanged in connection with the Project; provided, however, that nothing in this Agreement shall restrict Releasee from using or disclosing the Media as authorized herein.

7. INDEMNIFICATION

7.1 Releasor shall indemnify, defend and hold Releasee harmless from and against any and all claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of any breach of Releasor's representations, warranties or covenants contained in this Agreement.

8. LIMITATION OF LIABILITY

8.1 EXCEPT FOR LIABILITY RESULTING FROM A BREACH OF SECTION 7 (INDEMNIFICATION) OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES.

9. TERM AND TERMINATION

9.1 This Agreement is effective as of the date first written above and shall survive perpetually with respect to the rights granted herein. Termination shall not affect Releasee's rights in Media created prior to termination.

10. NOTICES

10.1 All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth in the opening paragraph or to such other address as either party designates by written notice to the other.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. The waiver by either party of a breach shall not be construed as a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

12. GOVERNING LAW

12.1 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law principles.

13. ENTIRE AGREEMENT

13.1 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, relating thereto.

14. SEVERABILITY

14.1 If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect, and the parties shall negotiate in good faith to substitute for the invalid provision a valid provision that most closely approximates the parties' original intent.

15. ADDITIONAL PROVISIONS

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