Media Release Agreement Provides permission to use an individual's likeness or content for media purposes.
1.1. License Grant
Subject to the terms and conditions of this Agreement, Photographer hereby grants to Company a non-exclusive, worldwide, royalty-free license to reproduce, distribute, publicly display, and otherwise use the photographs, images, and any other materials provided by Photographer to Company (collectively, the "Licensed Materials") solely for the purposes of the Company's marketing, advertising, promotional, and internal business usage. The Licensed Materials shall not be used for any commercial usage not specified in this Agreement.
1.2. Attribution
Company agrees to provide proper attribution to Photographer for any and all uses of the Licensed Materials, using the format: "Photography by Sarah Miller, © [Year]." Attribution shall be clear and reasonably visible near each instance of the Licensed Materials.
1.3. Moral Rights
Photographer hereby waives any moral rights that she may have in the Licensed Materials, to the extent permitted by law.
2.1. Fee
In consideration of the license granted in Section 1, Company agrees to pay Photographer a one-time fee of $[Fee Amount] (the "Fee"), which shall be payable within thirty (30) days of the Effective Date of this Agreement. No further compensation shall be due to Photographer for the rights granted herein, unless otherwise agreed upon by the Parties in writing.
3.1. Photographer's Representations and Warranties
Photographer represents and warrants that: (i) she is the creator and sole owner of the Licensed Materials and has full authority to enter into this Agreement and grant the rights herein; (ii) the Licensed Materials do not infringe upon any third-party rights, including but not limited to copyrights, trademarks, or rights of privacy or publicity; and (iii) the Licensed Materials do not contain any defamatory, libelous, obscene, or otherwise unlawful material.
3.2. Company's Representations and Warranties
Company represents and warrants that: (i) it has full authority to enter into this Agreement and perform its obligations hereunder; and (ii) its use of the Licensed Materials as contemplated herein will not infringe upon any third-party rights, including but not limited to copyrights, trademarks, or rights of privacy or publicity.
4.1. Photographer's Indemnification
Photographer agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, agents, successors, and assigns from and against any and all third-party claims, demands, damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorney's fees) arising out of or related to any breach or alleged breach of Photographer's representations, warranties, or obligations under this Agreement, or any unauthorized use of the Licensed Materials by Photographer.
4.2. Company's Indemnification
Company agrees to indemnify, defend, and hold harmless Photographer, her heirs, executors, administrators, successors, and assigns from and against any and all third-party claims, demands, damages, losses, liabilities, judgments, costs, and expenses (including reasonable attorney's fees) arising out of or related to any breach or alleged breach of Company's representations, warranties, or obligations under this Agreement, or any unauthorized use of the Licensed Materials by Company.
5.1. Term
This Agreement shall commence on the Effective Date and shall continue in effect for a period of [Term Length] years, unless terminated earlier in accordance with the provisions herein.
5.2. Termination
Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any material term or condition of this Agreement, and fails to cure such breach within thirty (30) days after receipt of written notice thereof.
This Agreement shall be interpreted and governed by the laws of the United States and the laws of the State of [State], without regard to their conflicts of law principles. Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration conducted in [City], [State], in accordance with the then-current rules and procedures of the American Arbitration Association. The prevailing party in any such arbitration shall be entitled to recover from the other party its reasonable attorney's fees and costs incurred to enforce its rights under this Agreement.
7.1. Entire Agreement
This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written.
7.2. Amendments
This Agreement may only be amended or modified by a written instrument executed by both Parties.
7.3. Waiver
The waiver by either Party of any breach or default of any provision of this Agreement by the other Party shall not constitute a waiver of any subsequent breach or default of the same or any other provision thereof.
7.4. Severability
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render it enforceable, and the other provisions of this Agreement shall remain in full force and effect.
7.5. Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
In this Media Release Agreement, you will see the following sections:
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