Miscellaneous Rights Form

MISCELLANEOUS RIGHTS FORM

Parties and Contact Information

Individual Corporation LLC Other:

Individual Corporation LLC Other:

Recitals

WHEREAS, Licensor represents and warrants that Licensor is the sole and exclusive owner of certain rights in and to the materials, works, and/or intellectual property described in this form (collectively, the "Materials"); and

WHEREAS, Licensee desires to obtain from Licensor, and Licensor agrees to grant to Licensee, certain limited rights respecting the Materials pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Grant of Rights

Licensor hereby grants to Licensee the non-exclusive / exclusive (select applicable) right to use the Materials as set forth below for the Term of this Agreement. The scope of rights granted is limited to the specific rights selected and described in this form.

Reproduction (copying, printing) Distribution (sale, transfer) Public performance / display Derivative works / adaptation Sublicense

Other rights or limitations:

Scope of Work

Payment Terms

If any payment due hereunder is not received within days of its due date, Licensee will pay a late fee equal to per month on the overdue amount, or the maximum permitted by law, whichever is less.

Term and Termination

This Agreement commences on the Effective Date and continues until the End Date, unless earlier terminated as provided herein.

Effective Date:

Term End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve Licensee of payment obligations for amounts accrued prior to termination.

Confidentiality

Each party shall hold in confidence all Confidential Information disclosed by the other party during the Term. "Confidential Information" means non-public information that is designated as confidential or that, under the circumstances of disclosure, ought reasonably to be treated as confidential. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to disclosure; or (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party agrees to use Confidential Information solely for the purposes of performing its obligations under this Agreement and to take reasonable measures to prevent unauthorized disclosure. If disclosure is required by law, the receiving party will provide prompt written notice and cooperate in seeking confidential treatment or a protective order.

Representations; Indemnification

Licensor represents and warrants that Licensor has the full right, title, and authority to grant the rights granted herein and that the exercise of such rights by Licensee pursuant to this Agreement will not infringe the rights of any third party. Each party agrees to indemnify, defend and hold harmless the other party from and against any claims, losses, liabilities or damages (including reasonable attorneys' fees) arising out of breach of the indemnifying party's representations, warranties or obligations under this Agreement.

Governing Law; Remedies

This Agreement will be governed by and construed in accordance with the laws of the state of without regard to conflict of law principles. The parties agree that remedies at law for breach of confidentiality or infringement may be inadequate and that either party may seek injunctive relief, in addition to any other remedies available at law or in equity.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreements, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets.

Acknowledgments

Each signatory below represents and warrants that they have full power and authority to enter into this Agreement on behalf of the party for which they sign and that no additional approvals are necessary to bind such party.

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