Media Transfer Agreement

MEDIA TRANSFER AGREEMENT

This Media Transfer Agreement (the "Agreement") is made effective as of Effective Date: by and between the parties identified below.

RECITALS

WHEREAS, Transferor represents that Transferor is the lawful owner or authorized custodian of certain media and associated materials, including but not limited to audio recordings, video files, still images, metadata, project files and related documentation (collectively, the "Media"); and

WHEREAS, Transferee wishes to obtain certain Media from Transferor and Transferor agrees to transfer the Media to Transferee on the terms and conditions set forth in this Agreement.

WHEREAS, the parties desire to set forth their respective rights, obligations, and payment arrangements with respect to the Transfer and any license or assignment of rights associated with the Media.

SCOPE OF TRANSFER

Transferor will deliver the Media and associated deliverables described in the Media Inventory and Scope below. Transferor shall transfer the Media in the formats and by the delivery methods specified, and shall use commercially reasonable efforts to preserve metadata and quality of the Media.

Delivery Method (select all that apply):

PAYMENT TERMS

In consideration for the transfer of the Media, Transferee shall pay Transferor the fees and on the schedule set forth below.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within Notice Period: days after receiving written notice. Upon termination, Transferee shall pay Transferor for all work performed and reasonable costs incurred up to the effective date of termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by one party to the other in connection with the Media or the transfer, whether disclosed orally, in writing or electronically. Each receiving party shall: (a) maintain the confidentiality of Confidential Information using at least the same degree of care it uses to protect its own confidential information but not less than reasonable care; (b) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Confidential Information does not include information that: (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully known to the receiving party prior to disclosure; (iii) is received from a third party without similar restriction; or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

RIGHTS, LICENSES AND WARRANTIES

Transferor represents and warrants that Transferor has full right, power and authority to transfer the Media and to grant the rights described herein, and that the Media, to the best of Transferor's knowledge, does not infringe the rights of any third party. Transferor shall disclose any known third-party claims or encumbrances in the Media Inventory.

Unless otherwise expressly agreed in writing, Transferor grants Transferee a non-exclusive/perpetual license to use the Media for the purposes set forth in the Scope of Work. If the parties agree to an assignment of copyrights or exclusive rights, such assignment must be expressly stated in writing and signed by Transferor.

LIMITATION OF LIABILITY; INDEMNIFICATION

Except for breach of confidentiality or willful misconduct, neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or related to this Agreement. Each party shall indemnify, defend and hold harmless the other party from and against any claims, damages or liabilities arising from the indemnifying party's breach of the representations, warranties or obligations contained in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Governing State: without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, including any attachments, schedules and the Media Inventory, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification or waiver of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree that monetary damages may be an inadequate remedy for breach of confidentiality and that injunctive relief may be sought in addition to other remedies.

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