Product Release Form

PRODUCT RELEASE FORM

This Product Release Form (the Agreement) is entered into effective as of , between:

Company Name:

Company Address:

Releasor Name:

Releasor Address:

WHEREAS

WHEREAS, Company desires the right to use, reproduce, distribute and otherwise exploit certain tangible or intangible items, materials, products, designs or deliverables provided by Releasor (collectively, the Product); and

WHEREAS, Releasor represents and warrants that Releasor is the sole owner of the Product or otherwise has full authority to grant the rights granted herein and desires to grant Company certain rights to use the Product on the terms set forth below; and

WHEREAS, the parties wish to set forth the scope, payment, release, confidentiality and other terms governing Company’s use of the Product.

SCOPE OF WORK / PRODUCT DESCRIPTION

PAYMENT TERMS

Compensation Amount: $

Payment Schedule:

Payment Method:

Late Payment Fee:

TERM AND TERMINATION

Term Commencement Date: ,

Termination Date or Duration:

Termination For Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party.

Termination For Cause: Material breach by either party that is not cured within days after written notice shall permit the non-breaching party to terminate immediately.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was lawfully in the receiving party's possession before receipt from the disclosing party; or (c) is developed independently by the receiving party without use of or reference to the disclosing party's Confidential Information.

Confidentiality Term: The obligations set forth in this section shall continue for years following termination or expiration of this Agreement.

RELEASE, LICENSE AND REPRESENTATIONS

Release and License: Subject to payment of the Compensation Amount and the terms of this Agreement, Releasor hereby irrevocably grants to Company a worldwide, royalty-free, transferable, sublicensable, perpetual license to use, reproduce, distribute, modify, create derivative works of, publicly display and otherwise exploit the Product for commercial, promotional and internal business purposes.

Rights Reserved: Releasor may retain ownership of the Product unless otherwise agreed in writing. The license granted herein includes the right to create derivative works and to use the Product in combination with other materials.

Representations and Warranties: Releasor represents and warrants that Releasor is the sole owner or has obtained all necessary rights, consents and permissions to grant the license and release set forth in this Agreement, that the Product does not infringe the intellectual property or other rights of any third party, and that no third-party payments or approvals are required for Company’s intended use.

Indemnification: Releasor shall indemnify, defend and hold harmless Company, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the foregoing representations and warranties or any third-party claim that the Product infringes any intellectual property or other proprietary right.

PUBLICITY AND USE OF NAME/LIKENESS

Use of Name or Likeness: Releasor grants Company the right to use Releasor's name, trade name, trademarks, logos, photographs and other likenesses in connection with Company’s use of the Product, unless Releasor checks the box below declining such use.

I decline the use of my name, likeness or trademarks

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Waiver: Failure to enforce any right shall not constitute a waiver of that right.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may specify in writing.

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