Visual Content Release Form

Visual Content Release Form

This Visual Content Release Form (the "Agreement") is entered into as of by and between:

WHEREAS / RECITALS

WHEREAS, Licensee is producing or distributing visual content identified as (the "Project"), and intends to use photographs, video, audio, and/or other image-based media (collectively, the "Content"); and

WHEREAS, Contributor has consented to participate in or provide the Content on the date(s) of at or near ;

WHEREAS, the parties wish to set forth the terms under which Licensee may use the Content.

GRANT OF RIGHTS

Contributor hereby irrevocably grants to Licensee and Licensee's successors, licensees and assigns a perpetual, worldwide, royalty-free, transferable right and license to reproduce, distribute, display, perform, publish, modify, adapt, crop, create derivative works of, and otherwise exploit the Content in any media now known or hereafter developed for commercial and non-commercial purposes, including advertising, promotion, broadcast, online and social media use. Contributor confirms that the license granted herein is Exclusive Non-exclusive.

Contributor irrevocably waives and relinquishes any "moral rights" or rights of attribution and integrity in the Content to the fullest extent permitted by law, and agrees not to assert any such rights against Licensee or Licensee's licensees or assigns.

SCOPE OF WORK

PAYMENT TERMS

In consideration for the rights granted and the Services, Licensee shall pay Contributor the following:

All fees are exclusive of taxes, duties or other governmental charges which shall be the responsibility of the party required to pay them by applicable law.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days' written notice. Termination shall not revoke any license granted by Contributor prior to the effective termination date.

CONFIDENTIALITY

Each party agrees to hold confidential and not disclose any Confidential Information of the other party obtained in connection with this Agreement. Confidential Information does not include information that is or becomes publicly available through no wrongful act of the receiving party, is lawfully received from a third party without restriction, or is independently developed by the receiving party. The obligations set forth in this section shall survive termination for a period of years.

CREDIT; ATTRIBUTION

Licensee agrees to use reasonable efforts to attribute Contributor where customary and practical. The agreed credit line shall be:

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Contributor represents and warrants that Contributor is the sole owner of the Content or has obtained all necessary consents, releases and permissions to grant the rights in this Agreement, and that no use of the Content by Licensee as permitted herein will infringe the rights of any third party. Contributor agrees to indemnify, defend and hold harmless Licensee and its affiliates from and against any third-party claims, losses, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of a breach of the foregoing representation and warranty.

Licensee represents that any use of the Content will comply with applicable laws and will not defame, invade privacy, or otherwise violate the rights of any person.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and Licensee's aggregate liability under this Agreement shall be limited to amounts actually paid to Contributor under this Agreement.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any exhibits or addenda executed by the parties, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Headings are for convenience only and shall not affect interpretation. The parties may execute this Agreement in counterparts, each of which shall be deemed an original.

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