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Trademark Assignment2

 

PERFORMANCE AGREEMENT

This Performance Agreement (the “Agreement”) is entered into as of _________ __, 20____ (the “Effective Date”) by and between ______________, a[n] __________ [individual/corporation/partnership/etc.] (the “Purchaser”), and _______________________, a[n] __________ [individual/corporation/partnership/etc.] with a principal place of [residence][business] at _______________________________[insert address] (the “Performer,” and together with the Purchaser, the “Parties”).

RECITALS

WHEREAS, the Performer is a ___________________ [specify nature of performances (e.g., singer, dancer, motivational speaker)];

WHEREAS, the Purchaser wishes to engage the Performer as an independent contractor for the purpose of performing at the Purchaser’s ___________________ [describe purpose (e.g., party, festival, nightclub)] (the “Venue”) on the terms and conditions set forth below;

WHEREAS, the Performer wishes to perform at the Venue and agrees to do so under the terms and conditions of this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:

1. PURPOSE.

The Purchaser hereby engages the Performer, and the Performer hereby accepts such engagement, to provide the performance and services described in Exhibit A attached hereto and made a part hereof at the Venue (the “Performance”).

2. COMPENSATION.

The total compensation for the Performance shall be as set forth in Exhibit A hereto.

3. DATE[S], TIME[S], AND PLACE OF PERFORMANCE.

The date[s], time[s], and place of the Performance shall be as set forth in Exhibit A hereto.

4. RESPONSIBILITIES.

(a) Of the Performer. The Performer agrees to do each of the following:

(i) Provide the Performance, as detailed in Exhibit A to this Agreement.

(ii) Devote as much productive time, energy, and ability to the Performance and rehearsal of the Performance as may be necessary.

(iii) Complete the Performance safely, with professional effort and skill, and using adequate equipment in good working order.

(iv) Comply with any royalty fees, performance fees, or other obligations of any organizations, including unions, to which the Performer is subject, contractually or otherwise.

(v) (Optional) [OTHER AGREED-ON RESPONSIBILITIES] ___________________________________________________________________________________________________________________________________________________________________________________.

(b) Of the Purchaser. The Purchaser agrees to do each of the following:

(i) Engage the Performer as an independent contractor to provide the Performance as set forth in Exhibit A to this Agreement.

(ii) Provide reasonable assistance and cooperation to the Performer to enable the Performer to complete the Performance.

(iii) Take reasonable steps to secure the safety of the Performer and the Performer’s property and personnel.

(iv) Provide appropriate working conditions for the Performance, including suitable space, power, electricity, sound, and other services, as set forth on Exhibit A attached hereto.

(v) (Optional) [OTHER AGREED-ON RESPONSIBILITIES] ___________________________________________________________________________________________________________________________________________________________________________________.

5. PARTIES’ REPRESENTATIONS AND WARRANTIES.

(a) The Parties each represent and warrant as follows:

(i) Each Party has the full power, authority, and right to perform its obligations under the Agreement.

(ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).

(b) The Performer hereby represents and warrants as follows:

(i) The Performer has the experience and ability to provide the Performance required by this Agreement.

(ii) There is no outstanding contract, commitment, agreement, or legal impediment of any kind that conflicts with this Agreement or that might limit, restrict, or impair the Performer’s obligations hereunder.

(iii) The Performance shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, including building and fire regulations, and the Performer shall obtain all permits, licenses, or permissions required to comply with such laws, rules, or regulations.

(iv) Conducting the Performance under the terms of the Agreement shall not infringe on the property right, copyright, patent right or any other right of any person.

(c) The Purchaser hereby represents and warrants as follows:

(i) The Purchaser will make timely payments to the Performer under this Agreement and as detailed in Exhibit A hereto.

(ii) The Purchaser shall provide such other assistance to the Performer as it deems reasonable and appropriate.

6. TERM.

This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with Section 7 of this Agreement, will continue until the Performance has been completed and the Performer has been paid in full for the Performance (the “Term”).

7. TERMINATION.

This Agreement may be terminated and the Performance cancelled:

(a) By either Party immediately on notice to the other Party in the event of sickness, injury, accidents, fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar legitimate event beyond that Party’s reasonable control (each a “Force Majeure Event”). In the event of a Force Majeure Event, both Parties shall be released and discharged from any obligations and liabilities under this Agreement, including the Purchaser’s obligation to make any payments to the Performer, and the Performer shall promptly refund the Purchaser any payments[, including the Deposit,] already made by the Purchaser in connection with the Performance.

(b) By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within ________ (____) days of receipt of written notice thereof.

(c) (Optional)[By the Purchaser, with or without cause, on written notice to the Performer; provided, however, that if the Purchaser terminates the Agreement after _________ __, 20____, the Purchaser shall forfeit any payments [, including the Deposit,] already made to the Performer in connection with the Performance, and immediately pay any remaining balance of the Performance Fee, as such term is defined in Exhibit A, to the Performer (the “Termination Fee”).] On payment of the Termination Fee, the Purchaser shall be released and discharged from any obligations and liabilities under this Agreement.

(d)  (Optional)[By the Performer on written notice if the Purchaser fails to pay the Deposit, as such term is defined in Exhibit A hereto. In the event of such termination, the Purchaser shall be released and discharged from any obligations and liabilities under this Agreement.]

8. ADDITIONAL SERVICES.

If the Purchaser requests performance time or services in addition to the Performance (the “Additional Services”) and the Performer agrees and is able to fulfill such request, the Additional Services shall be billed to the Purchaser at the rates set forth in Exhibit A hereto.

9. RECORDING OF PERFORMANCE.

The Purchaser shall use reasonable efforts to prevent the photographing, recording, broadcasting, transmission, or reproduction of the Performance or any portion thereof without the prior written consent of the Performer.

10. (Optional)[EXCLUSIVE PERFORMANCE.

The Performer agrees not to accept any other engagement, of any kind whatsoever, to perform within a ________ mile radius of the Venue between _________ __, 20____ and _________ __, 20____ without the Purchaser’s prior written consent.]

11. (Optional)[PROMOTION.

The Purchaser shall be entitled to promote and advertise the Performance [as follows: [insert permissible forms of promotion here (e.g., on the web, in the local newspaper, flyers)] ________________________________________________. The Purchaser shall have the right, for the Term of this Agreement, to use the Performer’s name, biography, photographs, and likeness in connection with the promotion of the Performance [and in connection with the publication of programs for the Performance]. The Performer shall not use the Purchaser’s name in any promotional or advertising materials without the Purchaser’s prior written consent.]

12. (Optional)[MERCHANDISE.

The Performer shall [not be entitled to sell any goods, products, merchandise, or services at the Venue during the Performance][have the right, at the Performer’s option, to sell the following goods, products, merchandise, or services at the Venue during the Performance:[describe permissible merchandise here (e.g., CDs, DVDs, t-shirts)] ________________________________________________. The Purchaser shall provide appropriate space, including table and chairs, to the Performer at the Venue to facilitate the Performer’s sales. The Performer shall retain [all][________ (___%) percent] of the proceeds from such sales.]

13. (Optional)[RIGHT TO END PERFORMANCE.

The Performer reserves the right to end the Performance in the event of a legitimate threat or implied threat of injury or harm to the Performer and/or any of the Performer’s personnel or property. The Purchaser shall remain liable for full payment of the Performance Fee, regardless of whether or not the Performer is able to resume and complete the Performance.]

14. INDEMNIFICATION.

(a) Of Purchaser by Performer. The Performer shall indemnify, defend, and hold harmless the Purchaser and the Purchaser’s parent, subsidiaries, affiliates, employees, agents, successors, and assigns from and against any and all claims, including, but not limited to, claims of libel and copyright infringement, actions, damages, and losses, liabilities and expenses, including reasonable outside attorneys’ fees, arising out of or caused by the Performer’s obligations under this Agreement (Optional)[but only in proportion to and to the extent such claim, actions, damages, and losses, liabilities and expenses arise out of or are caused by the negligent or intentional acts or omissions of the Performer and the Performer’s parent, subsidiaries, affiliates, employees, agents, successors, and assigns].

(b) (Optional)[Of Performer by Purchaser. The Purchaser shall indemnify, defend, and hold harmless the Performer and the Performer’s parent, subsidiaries, affiliates, employees, agents, successors, and assigns from and against any and all claims, actions, damages, and losses, liabilities and expenses, including reasonable outside attorneys’ fees, arising out of or caused by the Purchaser’s obligations under this Agreement [but only in proportion to and to the extent such claim, actions, damages, and losses, liabilities and expenses arise out of or are caused by the negligent or intentional acts or omissions of the Purchaser and the Purchaser’s parent, subsidiaries, affiliates, employees, agents, successors, and assigns].]

15. NATURE OF RELATIONSHIP.

The Performer agrees to provide the Performance hereunder solely as an independent contractor. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Performer is and will remain an independent contractor in its relationship to the Purchaser. The Purchaser shall not be responsible for withholding taxes with respect to the Performer’s compensation hereunder [except as follows: [insert any legal obligation the Purchaser has to withhold taxes]

______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.]

The Performer shall have no claim against the Purchaser hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

16. AUTHORITY TO SIGN AGREEMENT.

If this Agreement is signed by a person other than the Performer, such person signing for the Performer expressly warrants that he or she is authorized by the Performer to sign this Agreement on the Performer’s behalf.

17. ASSIGNMENT.

This Agreement may not be assigned by either Party without the prior written consent of the other Party.

18. SUCCESSORS AND ASSIGNS.

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

19. MODIFICATION.

This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties, which agreement must be in writing and signed by both Parties.

20. NOTICE.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:

If to the Purchaser:

__________________________________________

__________________________________________

__________________________________________

If to the Performer:

__________________________________________

__________________________________________

__________________________________________

21. GOVERNING LAW.

This Agreement shall be governed by the laws of the state of______________. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

22. NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

23. SEVERABILITY.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

24. COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

25. ENTIRE AGREEMENT.

This Agreement, together with Exhibit A hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

26. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

 

 

PERFORMER [PERFORMER NAME]

By:

Name:

[(if applicable) Title:]

PURCHASER [PURCHASER NAME]

 

By:

Name:

[(if applicable) Title:]

 

 

 

 

[SAMPLE]

EXHIBIT A

1. PERFORMANCE DETAILS.

In exchange for the Performance Fee, as set forth in Section 3 to this Exhibit A, the Performer agrees to provide the Performance as follows:

(a) Performance Venue. The Performance will be held at the premises known as ______________________________ [insert name of place (e.g., the XYZ Headquarters cafeteria, XYZ Hotel ballroom, XYZ Theatre)] (the “Venue”). The address of the Venue is ______________________________ [insert address, including any suite number and zip code].

(b) Performance Date[s] and Time[s]. The Performance will take place on the following date[s] and time[s]:

Date Time

_________ __, 20____  Between _________ [a.m.][p.m.] and _________ [a.m.][p.m.]

 

(c) Length of Performance. The Performance will be _________ minutes [with _________ minute breaks every _________ minutes].

(d) Description of Performance. The Performer will provide the following Performance: _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

(e) Performance Content. The Performer shall have sole control and responsibility for the content of the Performance[; provided however, that the Performance shall not include any of the following: [insert any restrictions on the content of the Performance (e.g., no sexually explicit music or material, no racial slurs)] ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.]

(f) Set-up and Take-down. Set-up for the Performance shall begin _________ [minutes][hours] prior to the Performance. Take-down of the Performance shall be complete no later than _________ [minutes][hours] after the Performance.

(g) (Optional) [OTHER AGREED-ON DETAILS]

2. PERFORMANCE SERVICES.

(a) Purchaser Services. The Purchaser, at its own expense, agrees to provide the following Services in connection with the Performance:

(i) Provide stage __________ feet by ___________ feet for the Performance and, on the request of the Performer, for no more than ________ rehearsals.

(ii) Supply power, lighting, and sound as follows: [specify power outlets, voltage requirements, sound levels, and the like here] ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

(iii) Supply equipment as follows:[specify any equipment the Purchaser will provide here] ___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.

(iv) Supply ________ [insert #] clean, well-lighted, ventilated, dressing room[s].

(v) Provide reasonable security to protect the Performer and the Performer’s property on the stage and in any backstage areas. (Optional)[The cost of repairs, replacement, or medical treatment for any damages incurred to the Purchaser’s property, person, and/or personnel due to a lack of reasonable protection, except in the case of gross negligence on the part of the Performer, will be payable by the Purchaser.]

(vi) (Optional)[Provide parking for ________ vehicle[s] of the Performer for a period of ________ (____) hours, beginning ________ (____) hours before the Performance, at a location close to the Venue.]

(vii) (Optional)[Supply personnel to assist with the Performance and the set-up and takedown of the Performance as follows: [insert number of stage hands, sound technicians, electricians, truck loaders needed] __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.]

(viii) (Optional)[Provide tickets and ticket sales for the Performance at [whatever price it deems appropriate][ ____________________ Dollars ($______) per ticket], ushers, ticket takers, and front-of-house staff. All revenue from ticket sales shall be retained by the Purchaser.]

(ix) (Optional)[Provide programs in sufficient quantity for the Performance.]

(x) (Optional)[Provide ________ meal[s] for the Performer.]

(xi) (Optional) [OTHER AGREED-ON PURCHASER SERVICES]

(b) Performer Services. The Performer, at its own expense, agrees to provide the following Services in connection with the Performance:

(i) Arrive at the Venue at least _________ [hours][minutes] prior to the Performance.

(ii) Control and direct the production and presentation of the Performance

(iii) Maintain the following insurance policies in the minimum amounts specified: [insert policies and minimum limits (e.g., commercial general liability ($2,000,000 aggregate, $1,000,000 each occurrence))] ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________.]

(iv) Supply any and all equipment and personnel necessary for the Performance other than the equipment and personnel to be supplied by the Purchaser.

(v) Arrange any travel and lodging in connection with the Performance and pay for any travel, lodging, or other expenses incidental to the Performance [, including meals].

(vi)  (Optional)[Provide the Purchaser with the Performer’s biographical information and photographs.]

(vii) (Optional) [OTHER AGREED-ON PERFORMER SERVICES.]

3. COMPENSATION.

(a) Performance Fee. As full compensation for the Performance, the Purchaser shall pay the Performer by cash, or by money order or check made payable to ____________________________ [insert payee] a total sum of ____________________ Dollars ($______) [less any taxes legally required to be withheld by the Purchaser, as set forth in Section 15 of the Agreement] (the “Performance Fee”). The Purchaser shall pay the Performance Fee (Select one option only)

OPTION 1

in full before the start of the Performance. [The Purchaser shall be charged ____________________ Dollars ($______) per each bounced check.]

OPTION 2

in full within________ (____) days after the Performance. [The Purchaser shall be charged ____________________ Dollars ($______) per each bounced check]

OPTION 3

In two installments as follows: (i) a deposit amount of ____________________ Dollars ($______) (the “Deposit”), to be subtracted from the Performance Fee, payable no later than _________ __, 20____ to secure the Performer for the Performance; and (ii) the remaining balance of the Performance Fee to be paid [in full prior to the start of the Performance][in full within________ (____) days after the Performance]. [The Purchaser shall be charged a fee of ____________________ Dollars ($______) for each bounced check.]

(b) Additional Services. The Purchaser may purchase the following Additional Services at the following rates:

(i) Additional performance time, if requested by the Purchaser and agreed to by the Performer, will be provided at the rate of $____________________ Dollars ($______) per ________ minutes.

(ii) If the Venue requires extra set-up or take-down time, of if equipment must be carried by the Performer distances greater than __________ feet, an additional labor fee of ____________________ Dollars ($______) per ________ minutes.

(iii) (Optional) [OTHER AGREED-ON ADDITIONAL SERVICES]

Invoices for any Additional Services will be paid by the Purchaser [on receipt][within ________ (____) days of receipt].

 

 

 

 

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

By signing below, the Parties agree to comply with all of the requirements contained in this Exhibit A.

Dated: _______________________

PERFORMER [PERFORMER NAME]

By:

Name:

[(if applicable) Title:]

 

 

 

 

PURCHASER [PURCHASER NAME]

 

By:

Name:

[(if applicable) Title:]

 

 

 

 

SPONSORSHIP AGREEMENT

 

This Sponsorship Agreement (the “Agreement”) is entered into as of July 01, 2012 (the “Effective Date”) by and between The Urock Radio Network, a[n] __________ [individual][corporation][partnership] (the “Organizer”), and _______________________, a[n] __________ [individual][corporation][partnership] (the “Sponsor,” and together with the Organizer, the “Parties”).

RECITALS

WHEREAS, the Organizer is engaged in the organization and production of Urock Radio Programming known as Urock Network Publishing], on July 01, 2012 and located at _______________________ (the “Event”);

WHEREAS, the Sponsor wishes to sponsor the Event by providing [financial support][_______________________ [describe sponsorship if not financial (e.g., product donations, etc.)]] (the “Sponsorship”) in exchange for certain rights to be granted in connection with the Event and agrees to do so under the terms and conditions of this Agreement;

WHEREAS, the Organizer wishes to grant the Sponsor certain rights in connection with the Sponsorship on the terms and conditions set forth below; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows:

1. GRANT OF RIGHTS.

As consideration for the Sponsorship, the Organizer hereby grants the Sponsor the rights described in this Agreement and in Exhibit A attached hereto and made a part hereof, in connection with the Event and agrees to perform all of the Organizer’s obligations hereunder (the “Sponsorship Rights”).

2. SPONSORSHIP FEE.

The total Sponsorship Fee, as such term is defined in Exhibit A, for the Sponsorship Rights[, any rebates of the Sponsorship Fee,] and the schedule of payments of the Sponsorship Fee shall be as set forth in Exhibit A hereto.

3. TERM.

This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with the provisions of Section 5 of this Agreement, until _________ __, 20____ (the “Term”).

4. (Optional)[SPONSORSHIP RENEWAL.[select only one]

Option 1

[The Sponsor shall have the option to renew this Agreement ________ (____) times[s] for a period of ________ (____) months (each a “Renewal Term”) by providing the Organizer with written notice of its intent to renew within ________ (____) days before the end of the Term[ or any such Renewal Term]. A Renewal Term shall be [on such terms and conditions as [set forth on Exhibit A][the Parties may agree at the time of such renewal]][on the same terms and conditions as provided in this Agreement except that [the Sponsorship Fee[, any rebates of the Sponsorship Fee,] and] the schedule of payments of Sponsorship Fee shall be modified as the Parties may agree at the time of such renewal].]

Option 2

[The Sponsor shall have the right of first negotiation to negotiate the renewal of the Sponsorship on an annual basis for a period of ________ (____) years. The Sponsor shall provide the Organizer with written notice of its intent to negotiate the renewal of the Sponsorship for the next offering of the Event within ________ (____) days after such Event. On receipt of timely notice from the Sponsor, the Organizer shall negotiate exclusively with the Sponsor for a period of ________ (____) days with respect to the terms and conditions of the Sponsorship for the next offering of the Event.]

5. TERMINATION.

This Agreement may be terminated:

(a) By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within ________ (____) days of receipt of written notice thereof.

(b) By either Party, for failure to comply with Section 10 of this Agreement by the other Party, if the other Party’s failure to comply is not cured within ________ (____) days of receipt of written notice thereof.

(c) By either Party at any time and on provision of written notice, if any of the other Party’s representations and warranties under this Agreement prove to be inaccurate in any material respects.

(d) By either Party at any time and without prior notice, if the other Party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the other Party, or is guilty of serious misconduct in connection with performance under this Agreement

(e) (Optional)[By the Sponsor at any time prior to ________ (____) days before the Event, on provision of written notice to the Organizer if the following fails to occur within ________ (____) [days][months] of the Effective Date: ____________________________[insert any Event objectives that if not met will give the Sponsor a right to terminate (e.g., the Organizer fails to meet a certain attendance or raise $X in sponsorships)]

(f) (Optional)[By the Sponsor, with or without cause, on written notice to the Organizer; provided, however, that the Sponsor shall forfeit any payments of the Sponsorship Fee already made to the Organizer, and shall be obligated to pay any remaining balance of the Sponsorship Fee within ________ (____) days of such termination (the “Termination Fee”). On payment of the Termination Fee, the Sponsor shall be released and discharged from any obligations and liabilities under this Agreement. If the Organizer must pursue legal remedies to collect the Termination Fee, the Sponsor shall reimburse the Organizer for any expenses related to such legal remedies.]

6. EXCLUSIVITY OF SPONSORSHIP.

During the Term[ and any Renewal Term], the Organizer agrees it will not permit any competitor of the Sponsor listed on Exhibit B to this Agreement to sponsor the Event, supply products or services to the Event, and/or be associated with the Event in any other manner. Additional competitors may be added to Exhibit B with the prior written consent of the Organizer and removed with the prior written consent of the Sponsor. The Organizer further agrees to use reasonable efforts to prevent and, if necessary, prosecute the efforts of any non-sponsor competitor of the Sponsor to weaken or attack the Sponsor’s Sponsorship.

7.  (Optional)[NO COMPETING SPONSORSHIPS.

During the period beginning ________ (____) days before the Event and ending ________ (____) days after the Event, the Sponsor agrees not to sponsor any [other event][event that, in the sole discretion of the Organizer, competes with the Event] within ________ (____) miles of the Event, without the prior written consent of the Organizer. The Sponsor further agrees that during the period beginning ________ (____) days before the Event and ending ________ (____) days after the Event, the Sponsor will not create or hold any event within ________ (____) miles of the Event that, in the Organizer’s opinion, competes with the Event, without the prior written consent of the Organizer.]

8. RESPONSIBILITIES.

(a) Of the Organizer. The Organizer agrees to do each of the following:

(i) Provide the Sponsor with the Sponsorship Rights detailed in this Agreement and Exhibit A to this Agreement.

(ii) Organize, produce, and supervise the Event in a workmanlike manner, in accordance with applicable laws, and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel.

(iii) Make all arrangements for the use of the venue, including securing any necessary permits, coordinating parking and/or transportation, supplying equipment, and contracting with vendors and other service providers.

(iv) Deliver the Organizer Trademarks (as defined in Section 10(b) below) to the Sponsor within ________ (____) days of the Effective Date.

(v) Provide adequate professional security for the Event and take reasonable steps to ensure the safety of all workers, volunteers, and persons attending the Event.

(vi) Use best efforts to obtain appropriate media coverage of the Event.

(vii)Use best efforts to promote the Event and maximize attendance.

(viii)(Optional) [INSERT ADDITIONAL RESPONSIBILITIES] ___________________________________________________________________________________________________________________________________________________________________________________.

(b) Of the Sponsor. The Sponsor agrees to do each of the following:

(i) Provide all assistance and cooperation to the Organizer that is necessary in connection with the Sponsor’s sponsorship of the Event.

(ii) Deliver the Sponsor Trademarks (as defined in Section 10(a) below) to the Organizer within ________ (____) days of the Effective Date.

(iii)  (Optional) [INSERT ADDITIONAL RESPONSIBILITIES] ___________________________________________________________________________________________________________________________________________________________________________________.

9. PARTIES’ REPRESENTATIONS AND WARRANTIES.

(a) The Parties each represent and warrant as follows:

(i) Each Party has full power, authority, and right to perform its obligations under the Agreement.

(ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies).

(iii) Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party.

(b) The Organizer hereby represents and warrants as follows:

(i) The Event shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Organizer shall obtain all permissions required to comply with such laws, rules, or regulations.

(ii) The Organizer shall notify the Sponsor of any changes to the Event that would [materially] change the Event at least ________ (____) days before implementing such changes.

(iii) The obligations required by this Agreement shall be performed by the Organizer or the Organizer’s staff, and the Sponsor shall not be required to hire, supervise, or pay any assistants to help the Organizer perform such obligations.

(iv) (Optional)[All merchandise associated with the Event and authorized by the Organizer shall be of high quality, free from product defects, merchantable, and suitable for its intended purpose.]

(c) The Sponsor hereby represents and warrants as follows:

(i) The Sponsor will make timely payments of the Sponsorship Fee to the Organizer under this Agreement and as detailed in Exhibit A hereto.

(ii) The Sponsor shall provide such other assistance to the Organizer as it deems reasonable and appropriate.

(iii) (Optional)[The Sponsor has the right to sell the products or services being promoted or advertised in connection with the Event.]

10. TRADEMARKS.

(a) Sponsor Trademarks.

(i) License. The Sponsor hereby grants the Organizer a non-exclusive limited license to use, display, and reproduce its logos, trademarks, service marks, and trade names (each, a “Sponsor Trademark” and collectively, the “Sponsor Trademarks”) only in connection with the promotion and advertisement of the Event and any listing of the sponsors of the Event during the Term [and any Renewal Term]. The Organizer agrees to obtain the written consent of the Sponsor before each use, display, and reproduction of the Sponsor Trademarks[; provided, however, that if the Sponsor fails to approve or reject any such use, display, or reproduction within ________ (____) days after receipt of written notice thereof, the Sponsor shall be deemed to reject such use].

(ii) Ownership. All Sponsor Trademarks provided, leased, or licensed to the Organizer in connection with the Event are the Sponsor’s sole property, and the Organizer has no ownership or other intellectual property rights in or to such items.

(iii) No Infringement. The Sponsor represents and warrants to the Organizer and unconditionally guarantees that all of the Sponsor Trademarks are owned by the Sponsor or that the Sponsor has permission from the rightful owner to use each of these elements.

(b) Organizer Trademarks.

(i) License. The Organizer hereby grants the Sponsor a non-exclusive limited license to use, display, and reproduce the logos, trademarks, service marks, and trade names, associated with the Event (each an “Organizer Trademark” and collectively, the “Organizer Trademarks”) only in connection with the promotion and advertisement of the Sponsor’s products and services during the Term [and any Renewal Term]. The Sponsor agrees to obtain the written consent of the Organizer before each use, display, and reproduction of the Organizer Trademarks[; provided, however, that if the Organizer fails to approve or reject any such use, display, or reproduction within ________ (____) days after receipt of written notice thereof, the Organizer shall be deemed to reject such use].

(ii) Ownership. All Organizer Trademarks provided, leased, or licensed to the Sponsor in connection with the Event are the Organizer’s sole property, and the Sponsor has no ownership or other intellectual property rights in or to such items.

(iii) No Infringement. The Organizer represents and warrants to the Sponsor and unconditionally guarantees that all of the Organizer Trademarks are owned by the Organizer or that the Organizer has permission from the rightful owner to use each of these elements.

11. (Optional)[EVENT MERCHANDISE.

(a) (Optional)Organizer-Created Merchandise. During the Term [and any Renewal Term], the Organizer shall not create, manufacture or cause to be manufactured, or sell, give away, or license the creation, manufacture, and sale of any merchandise that contains any Sponsor Trademark without the prior written approval of the Sponsor[, which shall not be unreasonably withheld]. [The Sponsor shall have the right to purchase any officially licensed merchandise of the Event from any licensee of the Organizer, without payment to the Organizer of any royalty thereon, and sell such merchandise in connection with the promotion of the Sponsor’s products and services.]

(b) (Optional)Sponsor-Created Merchandise. During the Term [and any Renewal Term] and subject to the approval of the Organizer[, which shall not be unreasonably withheld], the Sponsor shall have the right to create, manufacture or cause to be manufactured, and sell or give away merchandise associated with the Event and containing the Organizer Trademarks in connection with the promotion of the Sponsor’s products and services; provided, however, that such merchandise must also contain the Sponsor Trademarks. All merchandise caused to be manufactured and sold or given away by the Sponsor in association with the Event shall be of high quality, free from product defects, merchantable, and suitable for its intended purpose.

(c) (Optional)Third-Party Merchandise Agreements. Any agreement between either Party and a third party relating to merchandise associated with the Event and containing the other Party’s logos, trademarks, service marks, or trade names and pursuant to which the contracting Party’s obligations or liabilities exceed _________ Dollars ($______) shall include a provision whereby the contracting Party shall be solely liable to the third party for the performance and satisfaction of any and all obligations, including payment, under such agreement and for any and all claims that may arise out of such agreement.]

12. INDEMNIFICATION.

(a) Of Sponsor by Organizer. The Organizer shall indemnify and hold harmless the Sponsor and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any inaccuracy of any representation or warranty made by the Organizer under this Agreement, [or ](ii) the Organizer’s breach of any of its obligations, agreements, or duties under this Agreement[, or (iii) [the Event, including, but not limited to Claims for bodily injury, death, or property loss, but only in proportion to and to the extent such Claims arise out of or are caused by the negligent or intentional acts or omissions of the Organizer and/or the Organizer’s officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns]. (Optional)[As set forth in Exhibit A, the Organizer shall maintain liability insurance sufficient to satisfy the foregoing obligations to the Sponsor.]

(b) Of Organizer by Sponsor. The Sponsor shall indemnify and hold harmless the Organizer and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns from and against any Claims that any of them may suffer from or incur and that arise or result primarily from any inaccuracy of any representation or warranty made by the Sponsor under this Agreement or the Sponsor’s breach of any of its obligations, agreements, or duties under this Agreement. (Optional)[As set forth in Exhibit A, the Sponsor shall maintain liability insurance sufficient to satisfy the foregoing obligations to the Organizer.]

13. INSURANCE.

[Each Party][The Organizer][The Sponsor] shall maintain, at its own expense, insurance coverage in the amount and scope set forth in Exhibit A hereto.

14. CANCELLATION.

If your advertising is cancelled, either in whole or in part, by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, hurricane, or similar event beyond either Party’s reasonable control, the Parties shall be released and discharged from any obligations and liabilities under this Agreement, including the Sponsor’s obligation to make any future payments of the Sponsorship Fee to the Organizer[, and the Organizer will promptly refund the Sponsor any payments of the Sponsorship Fee already received by the Organizer; provided, however, that if only part of the Event is cancelled, the Sponsor will receive a refund of a proportionate share of any payments of the Sponsorship Fee already paid to the Organizer]. [As set forth in Exhibit A, the Organizer shall maintain cancellation insurance sufficient to satisfy the foregoing obligations to the Sponsor.]

15. (Optional)[RIGHT TO POSTPONE EVENT.

The Sponsor reserves the right to request postponement of the Event in the event of a legitimate threat or implied threat of injury or harm to the Sponsor, the Sponsor’s personnel or property, and/or the public.]

16. (Optional)[CONFIDENTIALITY.

Each Party agrees, during the Term [, and any Renewal Term,] [and for a period of ________ (____) [months][years] thereafter, to hold in strictest confidence and not to disclose to any person, firm, or corporation without the prior written consent of the other Party, any of the terms or conditions of this Agreement.]

17. NATURE OF RELATIONSHIP.

The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. Nothing in this Agreement shall create any obligation between either Party and a third party.

18. AMENDMENTS.

No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.

19. ASSIGNMENT.

Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under this Agreement[, except that the Sponsor may assign this Agreement to a purchaser of all or substantially all of the Sponsor’s assets, provided that the Sponsor guarantees the performance of and causes the assignee to assume all obligations of the Sponsor under this Agreement].

20. SUCCESSORS AND ASSIGNS.

All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns. The provisions of this Agreement shall be binding on and shall inure to the benefit of the successors and assigns of the Parties.

21. NO IMPLIED WAIVER.

The failure of either Party to insist on strict performance of any covenant or obligation under this Agreement, regardless of the length of time for which such failure continues, shall not be deemed a waiver of such Party's right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation under this Agreement shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation.

22. NOTICE.

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:

If to the Sponsor:

__________________________________________

__________________________________________

__________________________________________

If to the Organizer:

_________________________________________

__________________________________________

__________________________________________

23. GOVERNING LAW.

This Agreement shall be governed by the laws of the state of______________. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

24. COUNTERPARTS/ELECTRONIC SIGNATURES.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

25. SEVERABILITY.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

26. ENTIRE AGREEMENT.

This Agreement, together with the Exhibit[s] hereto, constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

27. HEADINGS.

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

 

[SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

 

SPONSOR [SPONSOR NAME]

By:

Name:

[(if applicable) Title:]

ORGANIZER [ORGANIZER NAME]

 

By:

Name:

[(if applicable) Title:]

 

 

 

[SAMPLE]

EXHIBIT A

SPONSORSHIP RIGHTS, FEE, REBATE OF FEE, AND INSURANCE

 

1. SPONSORSHIP RIGHTS.

In exchange for the Sponsorship Fee, as defined in Section 2 below, the Sponsor will receive the following rights in connection with the Event (collectively, the “Sponsorship Rights”):

(a) Promotional Rights. The Sponsor will receive the right to:

(i) Display ______ [insert #] total banners and/or signs at the Event. The banners and signs will be provided by the Sponsor in designs of its choosing and in the following dimensions: ______________________ [insert size requirements for each banner/sign here]. The Organizer will use its best efforts to place the banners and signs a minimum of ______ feet from any other banner or sign[ and in the locations requested by the Sponsor]. [The banners and signs will be placed in [locations determined in the Organizer’s reasonable discretion][the following location[s]: ___________________________________________________________________________________________________________________________________________________________________________________________].]

(ii) Sell or give away the Sponsor’s products and services at the Event. The Organizer shall provide the Sponsor with an appropriate space[, including a table and chairs,] at the Event venue to facilitate the Sponsor’s sales and giveaways. The Sponsor shall retain all of the proceeds from such sales.

(iii) Advertise in the program as follows:[insert format of advertising here (e.g., one page 8” x 11” black and white ad, a 4” x 6” color ad)] ______________________________________________________________________________________________________________________________________________________________________________. The advertisement will be provided by the Sponsor in a design of its choosing.

(iv) Subject to the Sponsor’s approval as set forth in the Agreement, have the Sponsor Trademarks appear on [all material promoting the Event.][the following promotional materials of the Event:[insert materials here (e.g., flyers, stationary, website, billboards, t-shirts)] ___________________________________________________________________________________________________________________________________________________________________________________________ .]

(v) (Optional)Subject to the Sponsor’s approval as set forth in the Agreement, have the Sponsor’s Trademarks appear on [all of the official licensed merchandise of the Event.][the following official licensed merchandise of the Event: ___________________________________________________________________________________________________________________________________________________________________________________________.]

(vi) (Optional) [OTHER ADDITIONAL AGREED-ON PROMOTIONAL RIGHTS]

(b) Event Rights. The Sponsor will receive the right to:

(i) ______ [insert #] complimentary tickets to the Event [in the following seating area__________].

(ii) Access for ______[insert #] people to a hospitality tent in a location to be determined in the Organizer’s discretion.

(iii) ______[insert #] of parking passes at the Event venue.

(iv) Attend all pre-Event parties and events with ______[insert #] guests.

(v) (Optional)[Reasonably access the Event’s budget for inspection purposes.]

(vi) [OTHER AGREED-ON EVENT RIGHTS].

(c) Media Rights. The Sponsor will receive the right to:

(i) Be named in all press releases for the Event.

(ii) Subject to any prior approval that may be required by the Agreement, receive ______ [insert #] credits and mentions in connection with the promotion of the Event in the media.

(iii) (Optional)[Purchase advertising spots on any television broadcast of the Event, if any such purchase will not violate the terms of any broadcast license agreement entered into by the Organizer.]

(iv)  (Optional)[Use footage of the Event [and from past occurrences of the Event] for the Sponsor’s promotional purposes, provided such footage does not exceed ______[insert #] minutes.]

(v) [OTHER AGREED-ON MEDIA RIGHTS]

(d)  [OTHER AGREED-ON RIGHTS]

2. SPONSORSHIP FEE. [select only one]

Option 1

[In exchange for the Sponsorship Rights, the Sponsor agrees to pay the Organizer, _________ Dollars ($______) (the “Sponsorship Fee”) payable in ______[insert #] installments as follows:

(i) _________ Dollars ($______) on or before _________ __, 20____

(ii)   _________ Dollars ($______) on or before _________ __, 20____

(iii) _________ Dollars ($______) on or before _________ __, 20____]

[The Sponsor shall be charged ____________________ Dollars ($______) per each bounced check and ____________________ Dollars ($______) for each late payment.]

Option 2

[In exchange for the Sponsorship Rights, the Sponsor agrees to pay the Organizer, _________ Dollars ($______) (the “Sponsorship Fee”) [________ (____) days before the Event.] or [on or within ________ (____) days after the Event.]

[The Sponsor shall be charged ____________________ Dollars ($______) per each bounced check and ____________________ Dollars ($______) on late payment.]

3. (Optional)[SPONSORSHIP FEE REBATE.

If any of the following fail to occur in connection with the Event, the Organizer will refund _________ Dollars ($______) of the Sponsorship Fee to the Sponsor within ________ (____) days after the Event:[insert any objectives that if not met will entitle the Sponsor to a rebate of a portion of the Sponsorship Fee (e.g., registration or ticket sales for the Event do not meet a certain level, the Organizer fails to obtain TV coverage)] _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________]

4. INSURANCE.

The insurance policies in the minimum amounts specified in this Section shall be maintained during the Term[ and any Renewal Term] and for a period of ________ (____) months thereafter.

(a) [Each Party][The Organizer] shall maintain, at [such Party’s][its] own expense, commercial general liability insurance for a combined single limit for bodily injury and property damage of ________________ [insert #] in the aggregate and of ________________ [insert #] for each occurrence. Such insurance shall contain an endorsement naming the [other Party][Sponsor] as an additional named insured for the Event.

(b) The Organizer shall obtain workers’ compensation insurance for employees of the Event and the Organizer with a limit of ________________ [insert #] for each accident.

(c) The Organizer shall obtain event cancellation insurance with a limit of ________________ [insert #].

(d) [OTHER POLICIES (e.g., liquor liability, automobile)]

Certificates evidencing these insurance policies shall be provided to the [other Party][Sponsor] ________ (____) at least days before the Event.

5. (Optional) [OTHER.

_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________]

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

By signing below, the Parties agree to comply with all of the requirements contained in this Exhibit A.

 

Dated: _______________________

 

SPONSOR [SPONSOR NAME]

By:

Name:

[(if applicable) Title:]

ORGANIZER [ORGANIZER NAME]

 

By:

Name:

[(if applicable) Title:]

 

 

 

 

(Optional)[EXHIBIT B

LIST OF SPONSOR’S COMPETITORS]

 

 

 

 

[List the Sponsor’s competitors here]

 

 

 

 

 

RELEASE AND AUTHORIZATION TO RECORD AND USE VOICE AND/OR LIKENESS

 

This Release and Authorization (the “Release”) is entered into as of ______________, 20 _____, by ______________, a ____________ (the “Releasor”) in favor of _____________, a ____________ (the “Company,” and together with the Releasor, the “Parties”).

 

In consideration of the payment of $____________________  (the “Payment”) by the Company to the Releasor, the receipt and sufficiency of which is hereby acknowledged and without any further consideration due from the Company or any third party to the Releasor, the Releasor agrees to as follows:

 

1. PARTICIPATION.

 

The Releasor agrees to participate, from time to time, in certain photographs, video recordings, audio recordings, and/or other means of recording images and/or sound as arranged by the Company (the “Recordings”). The Releasor agrees that the Company (or its designee) has permission to record his/her voice, sounds, conversation, image, and likeness in the Recordings.

 

2. GRANTS.

 

The Releasor hereby grants to the Company, its affiliates, agents, successors, licensees, and assigns (collectively with Company, the “Company Affiliates”) a perpetual, worldwide, irrevocable, royalty-free, fully paid-up right and license to the unlimited use of his/her likeness and/or voice in the Recordings (alone or in connection with others and in and in connection with any media, now known or hereafter created) throughout the universe in and in connection with or relation to the development, marketing, advertisement, licensing, sale, distribution, and promotion of any events, products, merchandise, services, or brands of the Company Affiliates. The Company Affiliates shall have all right, title, and interest to any other right, title, or interest the Releasor may possess in the Recordings including, but not limited to, the Releasor’s likeness, voice, copyrights, persona, character, image, characterization, logos, slogans, catch phrases, art, and physical attributes including, but not limited to, body art and tattoos (collectively, the “Likeness”). The Recordings are specially ordered and commissioned by the Company, and are works-made-for-hire from the moment of creation, and are and shall be the sole and exclusive property of the Company. The Company shall be the sole and exclusive owner of all the rights, results, and proceeds of the Recordings, in each case, of every kind or nature, whether now known or hereafter devised. Without reservation or limitation, the Releasor hereby sells, assigns, transfers, and conveys the Recordings to the Company, exclusively, irrevocably, and perpetually, together with all right, title, and interest in and to the Recordings throughout the world including, without limitation, the right to enforce its right in and to secure registrations, renewals, reissues, and extensions thereof. The Releasor agrees that the Company Affiliates shall have the right to transform, edit, alter, distort, modify, add to, subtract from, enhance, broadcast, telecast, duplicate, distribute, or otherwise exhibit the Likeness worldwide in all forms of media and forms of exploitation, now known or hereafter created including, but not limited to, websites, film, television, radio, and print. The Releasor agrees it will have no right to approve any use of the Likeness in the Recordings or otherwise. The Releasor agrees that no third party has or shall have any right of approval over the use of the Likeness or will be due any amounts from the use of the Likeness.

 

3. RELEASE.

 

The Releasor hereby releases the Company Affiliates from any and all claims and demands that the Releasor may have now or at any time arising from this Release or the use of the Likeness or Recordings, including but not limited to, claims for personal injury, invasion of privacy, defamation, libel, right of publicity, infliction of emotional distress, or additional payment.

 

4. NO OBLIGATION TO USE.

 

The Company shall have no obligation to use the Recordings or the Likeness. The Company’s sole obligation to the Releasor is to pay the Payment set forth above to the Releasor, which the Releasor confirms has been paid by the Company and received by the Releasor.

 

5. RELEASOR’S REPRESENTATIONS AND WARRANTIES.

 

The Releasor hereby represents and warrants that:

 

(a) s/he is, at the execution of this Release, at least eighteen (18) years old and not a minor;

 

(b) s/he has the full right and legal capacity to enter into this Release and to grant the rights granted or agreed to be granted hereunder;

 

(c) there is no outstanding contract, commitment, agreement, or legal impediment of any kind that conflicts with this Release or that might limit, restrict, or impair the rights granted to the Company Affiliates hereunder;

 

(d) the identifying information of the Releasor set forth above is true and correct;

 

(e) s/he has entered into this Release freely, voluntarily, and without reliance on any promises, representations, or other statements not contained in this Release; and

 

(f) s/he has read and understands this Release.

 

6. ENTIRE AGREEMENT.

 

This Release constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.

 

7. ASSIGNMENT.

 

This Release is personal to the Releasor and may not be assigned by the Releasor. The Company shall have the right to assign, sublicense, sell, or pass-through any rights contained herein or this Release to a third party without approval from the Releasor.

 

8. MODIFICATION.

 

This Release may be supplemented, amended, or modified only by the mutual agreement of the Parties, which agreement must be in writing and signed by both Parties.

 

9. NOTICE.

 

Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:

 

If to the Company:

__________________________________________

__________________________________________

__________________________________________

 

If to the Releasor:

__________________________________________

__________________________________________

__________________________________________

 

10. GOVERNING LAW.

 

This Release shall be governed by the laws of the state of______________.  If litigation results from or arises out of this Release or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.

 

11. SEVERABILITY.

 

Whenever possible, each provision of this Release will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Release is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Release will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.

 

12. COUNTERPARTS/ELECTRONIC SIGNATURES.

 

This Release may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.  For purposes of this Release, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.

 

13. HEADINGS.

 

Headings used in this Release are provided for convenience only and shall not be used to construe meaning or intent.

 

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Release as of the date first above written.

 

 

 

Releasor  Company

 

Date  Date