Washington Examiner Media Release

WASHINGTON EXAMINER MEDIA RELEASE

This Media Release and Services Agreement (the "Agreement") is made and entered into as of by and between Washington Examiner, LLC, a media publisher and producer ("Publisher"), and the undersigned individual or entity ("Contributor").

WHEREAS

WHEREAS, Publisher produces and distributes news, commentary and multimedia content across print, online and social platforms and wishes to engage Contributor to provide certain materials, interviews, images, video, audio or other content (collectively, "Materials"); and

WHEREAS, Contributor has the authority to grant Publisher rights to use Contributor's name, likeness, voice, biographical information and Materials and desires to grant Publisher such rights on the terms set forth herein; and

WHEREAS, the parties intend this Agreement to set forth the scope of services, compensation, confidentiality obligations and other terms governing the relationship between Publisher and Contributor.

PARTIES AND CONTACT INFORMATION

SCOPE OF WORK

Contributor shall provide the following Materials and services to Publisher in accordance with the schedule and specifications below:

GRANT OF RIGHTS AND RELEASE

Contributor hereby irrevocably grants and assigns to Publisher, its licensees, successors and assigns, a perpetual, worldwide, royalty-free, transferable, sublicensable right and license to record, reproduce, distribute, publish, exhibit, edit, adapt, create derivative works from, broadcast, transmit and otherwise use or exploit the Materials and Contributor's name, likeness, photograph, voice, biographical information and quotations (collectively, "Rights"), in any and all media now known or hereafter devised, for any editorial, promotional, advertising, commercial, or other lawful purpose, without further compensation, notification or approval by Contributor, except as otherwise expressly set forth in this Agreement.

Contributor waives any right to inspect or approve finished versions of any Materials or the manner of use and releases Publisher from any claims arising out of the use of the Materials or the exercise of the Rights granted herein, including claims for defamation, invasion of privacy, false light, or infringement of moral rights, to the fullest extent permitted by law.

PAYMENT TERMS

Publisher agrees to pay Contributor the fee set forth below in consideration for the Materials and Rights granted. Absent a negotiated fee, parties may indicate "NO FEE."

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Section, continues until .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Publisher may terminate immediately for legal or editorial reasons that, in Publisher's good faith judgement, require cessation of use.

CONFIDENTIALITY

The parties acknowledge that certain information exchanged in connection with this Agreement may be confidential. Each party will maintain as confidential all non-public business information of the other party clearly designated as confidential or that a reasonable person would understand to be confidential; provided, however, that nothing in this Section will restrict Publisher's right to use factual or public information obtained from Contributor in published Materials, nor will it limit Publisher's editorial discretion. Confidential obligations do not apply to information that is or becomes publicly known through no wrongful act of the receiving party, was already known to the receiving party without restriction, or is required to be disclosed by law or court order.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Contributor represents and warrants that: (a) Contributor has full right, power and authority to enter into this Agreement and grant the Rights herein; (b) the Materials are original or Contributor has the right to grant the Rights; and (c) use of the Materials as permitted by this Agreement will not infringe the rights of any third party or violate any law. Contributor will indemnify, defend and hold Publisher harmless from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of breach of these representations or any third-party claims related to the Materials.

CREDITS AND EDITING

Publisher may credit Contributor at Publisher's discretion in published Materials. Publisher has sole editorial control over the final content and may edit, modify or adapt the Materials for length, format or clarity; such editing will not invalidate the licenses granted hereunder.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the District of Columbia without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement will be in the state or federal courts located in the District of Columbia.

ENTIRE AGREEMENT

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

MISCELLANEOUS PROVISIONS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. No waiver of any breach of this Agreement will constitute a waiver of any other breach. The parties agree that any notices required under this Agreement will be in writing and delivered to the contact information provided above.

ACKNOWLEDGMENT AND SIGNATURE

Contributor certifies under penalty of perjury that Contributor has read and understands this Agreement, has the full right and authority to grant the rights herein, and agrees to be bound by its terms.

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