Materials Release

DETAILS

Additional Terms Used in this Document

As used in this document: (i) “Client” means CLIENT_NAME and its successors and assigns; (ii) “Client Licensee” means any licensee, collaborator, or other third party to whom Client makes available the Project or any derivative works based on the Project; and (iii) “Release” means this document.

Use of Licensed Materials

Licensor authorizes and grants to Client, during the Term, irrevocable and worldwide rights to use, edit, reproduce, publish, transmit, and display the Licensed Materials, and to permit Client Licensees to use, edit, reproduce, publish, transmit, and display the Licensed Materials, in any manner and in any and all media, including, without limitation, films, videos, sound recordings, photographs, animations, theatrical productions, or any other media now or later developed, in each case in connection with the Project; derivative works based on the Project; or marketing, publicity, advertisement, or promotion of such Project or works.

Ownership

Licensor agrees that Client will own all right, title, and interest, including any copyright, in and to the Project and any derivative works based on the Project, and any ideas or information they may generate. Licensor is not entitled to inspect or approve use of the Licensed Materials, receive notice of their use or publication, or receive any other payment for their use than that provided for in this Release. Client and any Client Licensees are not obligated to exercise any of the rights granted under this Release. Licensor will retain ownership of, including any copyright in, the Licensed Materials.

Representations and Warranties

Licensor confirms that Licensor has all rights, licenses, and permissions necessary to make the grants and agreements in this Release. Licensor represents and warrants that such grants and agreements do not and will not conflict with any agreements with, or violate any rights of, any third party. Licensor will defend, indemnify, and hold Client, Client Licensees, and their respective directors, officers, employees, funders, agents, and assigns (collectively, “Beneficiaries”), harmless against all claims, liabilities, losses, damages, and expenses, including, without limitation, attorney’s fees, which arise directly or indirectly from: (i) the breach or alleged breach of any representation, warranty, or agreement Licensor has made in this Release, or (ii) any third party claim that the Licensed Materials, when used in accordance with this Release, infringe any copyright or violate any other rights of such third party.

Waiver of Legal Claims

Entire Agreement; Amendment

........................................