NIL Agreement Template

NIL AGREEMENT

This NIL Agreement ("Agreement") is made and entered into as of by and between Athlete: , an individual residing at (the "Athlete"), and Rights Holder: , a(n) organized under the laws of with principal place of business at (the "Company").

RECITALS

WHEREAS, the Athlete is a public figure whose name, image, likeness, voice, signature, biographical information and persona (collectively, "NIL") have commercial value;

WHEREAS, the Company desires the right to use certain aspects of the Athlete's NIL in connection with the Company's commercial activities described as: ; and

WHEREAS, the Athlete is willing to grant certain rights to the Company on the terms set forth below.

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

1. GRANT OF RIGHTS

1.1 Grant. Subject to the terms and conditions of this Agreement, Athlete hereby grants to Company a non-exclusive/non-transferable (select one by checking appropriate box) license to use Athlete's NIL in connection with the Campaign described above: Non-Exclusive Exclusive for the Term and Territory specified herein. The licensed rights include the right to photograph, film, record, reproduce, publish, distribute and otherwise exploit Athlete's NIL in the Media specified below.

1.2 Scope of Media. The rights granted include use in: (collectively, "Media"). Any use outside the Media requires prior written consent.

2. TERM, TERRITORY AND TERMINATION

2.1 Term. The license granted hereunder commences on and continues until , unless earlier terminated in accordance with this Agreement (the "Term").

2.2 Territory. The license is limited to the following territory: .

2.3 Termination for Cause. Either party may terminate this Agreement upon material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination does not relieve the Company of payment obligations accrued prior to termination or obligations that by their nature survive termination.

3. COMPENSATION

3.1 Consideration. As full consideration for the rights granted herein, Company shall pay Athlete: in cash and/or provide the following non-cash consideration: .

3.2 Payment Terms. Payment will be made as follows: . All payments are exclusive of taxes; Company shall withhold and remit any taxes when required by applicable law.

4. APPROVALS, USE RESTRICTIONS AND MORAL CLAUSE

4.1 Approval of Final Materials. Company shall have the right to prepare and approve final materials incorporating Athlete's NIL; however, Athlete shall have the right to review and provide comments on the Athlete's likeness in final creative prior to public release. Any approval not expressly provided within five (5) business days of submission shall be deemed approved.

4.2 Restricted Uses. Company shall not use Athlete's NIL in any manner that: (a) depicts Athlete in a false or defamatory light; (b) associates Athlete with illegal activity; or (c) constitutes pornographic, obscene or otherwise morally objectionable material. Use in such manners shall be a material breach.

4.3 Morals. Athlete represents that Athlete will not engage in conduct that would reasonably be expected to materially harm the commercial image or reputation of Company. Company may suspend use of Athlete's NIL on written notice if Athlete engages in conduct that, in Company's reasonable judgment, materially injures Company's reputation; such suspension shall not be a termination except as provided in Section 2.3.

5. REPRESENTATIONS AND WARRANTIES

5.1 Athlete Representations. Athlete represents and warrants that: (a) Athlete is the sole owner of the rights granted herein or has obtained all necessary consents; (b) execution of this Agreement does not violate any agreement or obligation to any third party; (c) Athlete has full capacity and authority to enter into this Agreement; and (d) to Athlete's knowledge, the use of Athlete's NIL as contemplated will not infringe the rights of any third party.

5.2 Company Representations. Company represents and warrants that: (a) it has the full right, power and authority to enter into and perform this Agreement; and (b) it will use Athlete's NIL only in accordance with the terms of this Agreement and applicable law and institutional rules where applicable.

6. CONFIDENTIALITY

6.1 Confidential Information. The parties acknowledge that the terms, compensation and business terms of this Agreement are confidential (the "Confidential Information"). Neither party shall disclose Confidential Information to any third party except as required by law or with prior written consent of the other party.

6.2 Exceptions. Confidential Information does not include information that is or becomes publicly known through no fault of the receiving party or that is rightfully received from a third party without restriction.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Athlete retains all right, title and interest in and to Athlete's NIL, subject only to the license granted to Company under this Agreement. Company retains ownership of any works created by Company that are original to Company and incorporate Athlete's NIL (the "Company Works"), provided that such Works do not prevent Athlete's publicity rights as set forth herein.

7.2 License to Company Works. To the extent Company Works incorporate or require the continued use of Athlete's NIL beyond the Term, Company shall obtain separate written permission from Athlete.

8. INDEMNIFICATION

8.1 Mutual Indemnity. Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of any breach of this Agreement, negligent or willful acts, or representations and warranties made by the indemnifying party.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Consequential Damages. Except for liability arising from willful misconduct, gross negligence or indemnification obligations, in no event shall either party be liable to the other for special, incidental, consequential or punitive damages, including lost profits, even if advised of the possibility of such damages.

10. NOTICES

All notices, requests and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses below or to such other address as a party may designate by written notice in accordance with this Section.

11. MISCELLANEOUS

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

11.2 Entire Agreement. This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, relating to the subject matter hereof.

11.3 Amendments. No amendment or modification of this Agreement shall be valid unless in writing and signed by authorized representatives of both parties.

11.4 Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of any subsequent breach. Waiver must be in writing and signed by the party granting the waiver.

11.5 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute valid provision that most nearly effects the parties' original intent.

11.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be treated as original signatures for all purposes.

ADDITIONAL PROVISIONS

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