Spanish Release Agreement

SPANISH RELEASE AGREEMENT

This Spanish Release Agreement ("Agreement") is entered into by and between the parties named below as of the Effective Date. Releasor and Releasee agree as follows:

PARTIES

Releasor Name:   Releasor Address:

Releasee Name:   Releasee Address:

RECITALS

WHEREAS, Releasor desires to grant to Releasee certain rights and releases in connection with the creation, recording, distribution and exploitation of Spanish-language materials and performances described in this Agreement; and

WHEREAS, Releasee desires to obtain such releases, rights and licenses from Releasor in consideration of the payments and promises set forth herein; and

WHEREAS, the parties intend that this Agreement set forth the full understanding between them with respect to the subject matter hereof.

DEFINITIONS

For purposes of this Agreement, "Spanish Materials" means audio, visual, audiovisual, photographic, textual, digital or other content performed, recorded, created, or otherwise contributed by Releasor in the Spanish language pursuant to the Scope of Work below.

SCOPE OF WORK

Releasor shall deliver Spanish Materials as described above and shall perform any voice, performance, or other services as reasonably requested by Releasee in connection with production, recording and post-production of the Spanish Materials.

GRANT OF RIGHTS AND RELEASE

In consideration of the payments and promises in this Agreement, Releasor hereby irrevocably grants, assigns and transfers to Releasee all right, title and interest in and to the Spanish Materials throughout the world, including all copyrights, moral rights to the maximum extent permitted by law, and all renewals and extensions, and a perpetual, exclusive, transferable, sublicensable right to exploit the Spanish Materials in any medium now known or hereafter devised.

Releasor hereby releases and forever discharges Releasee and its successors, licensees and assigns from any and all claims, demands, liabilities, actions or causes of action, whether in law or equity, known or unknown, that Releasor may have arising out of or relating to the use, distribution, exhibition, modification or exploitation of the Spanish Materials under this Agreement.

PAYMENT TERMS

All payments are exclusive of taxes. Releasor is responsible for any tax obligations imposed on amounts paid to Releasor unless otherwise agreed in writing.

TERM AND TERMINATION

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

Start Date:   End Date:

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. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

The parties acknowledge that, in the course of performance, each may disclose Confidential Information to the other. "Confidential Information" means non-public information disclosed in any form that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information.

Each receiving party shall maintain the confidentiality of Confidential Information and shall not disclose it except as necessary to perform this Agreement or as required by law, provided that the receiving party gives prompt notice to the disclosing party where legally permissible.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Releasor represents and warrants that Releasor is the sole owner of the rights granted, that the Spanish Materials are original to Releasor, and that Releasor has full authority to grant the rights and releases set forth herein. Releasor shall indemnify and hold harmless Releasee from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the foregoing representations and warranties.

REMEDIES; SEVERABILITY

The parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages are inadequate and that equitable relief, including injunctive relief, shall be an available remedy in addition to any other remedies at law or in equity. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

GOVERNING LAW

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

ENTIRE AGREEMENT; AMENDMENT

This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

The parties may execute this Agreement in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

NOTICES

CERTIFICATION

By executing below, Releasor certifies that Releasor has read and understands this Agreement, that Releasor has the full right and authority to grant the rights and releases contained herein, and that Releasor has not granted any conflicting rights to any third party.

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