Miscellaneous Material Waiver

MISCELLANEOUS MATERIAL WAIVER

Effective Date:

RECITALS

WHEREAS, Provider has created, supplied or will supply certain tangible or intangible materials, deliverables, samples, documents, designs, artwork, data or other works (collectively "Materials") to Recipient in connection with professional services and commercial activities; and

WHEREAS, Provider and Recipient desire to set forth the terms under which Provider hereby waives, assigns and releases certain rights in such Materials and the Recipient's rights to use, reproduce, modify and dispose of such Materials;

WHEREAS, in consideration of the payments and promises set forth below and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Provider agrees to execute this Miscellaneous Material Waiver.

SCOPE OF WORK / DESCRIPTION OF MATERIALS

WAIVER, ASSIGNMENT AND RELEASE

Provider hereby irrevocably assigns, conveys and transfers to Recipient all right, title and interest that Provider may have in and to the Materials described above, including without limitation any copyrights, moral rights, database rights, and analogous rights to the fullest extent permitted by law. Provider expressly waives and releases any and all claims, causes of action, or demands, whether known or unknown, arising from Recipient's use, reproduction, modification, adaptation, display, distribution, sale, destruction or other disposition of the Materials, subject only to the limited exceptions set forth in the Confidentiality clause below.

The assignment and waiver set forth in this section are intended to be worldwide, perpetual, transferable and sublicensable. Provider acknowledges that Recipient may exploit the Materials in its sole discretion and Provider shall not be entitled to additional compensation other than the consideration expressly provided in this Agreement.

PAYMENT TERMS

TERM AND TERMINATION

Term Start Date:     Term End Date (if any):

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the notice period set forth above following written notice specifying the breach.

CONFIDENTIALITY

Unless otherwise agreed in writing, any Materials expressly designated in writing by Provider as confidential at the time of delivery shall be treated as Confidential Information by Recipient for a period of years following the Effective Date. Notwithstanding the foregoing, Recipient may disclose Confidential Information to the extent required by law, regulation or a court order, provided Recipient gives Provider prompt written notice and cooperates reasonably to seek protective measures.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Provider represents and warrants that Provider is the sole owner of, or is fully authorized to grant, the rights and assignment described herein, and that the exercise of such rights by Recipient will not infringe third-party rights. Provider shall indemnify, defend and hold harmless Recipient from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Materials infringe any third-party intellectual property rights or that Provider lacked authority to assign the Materials as provided.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or related to this Agreement shall be resolved by binding arbitration unless the parties mutually agree otherwise in writing.

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, representations and understandings, whether written or oral. Any amendment or modification 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 will remain in full force and effect. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Recipient may assign this Agreement in connection with a merger, sale of substantially all assets or change of control.

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