For good and valuable consideration, receipt of which is hereby acknowledged, I hereby grant Mullen Lowe U.S., Inc. (“Agency”), on behalf of its client Change the Ref, CTR & Museum of Incomplete (“Client”), and each of their employees, agents, contractors, and anyone acting on their behalf, the non- exclusive, royalty-free right to access, photograph, film, videotape, record, produce, replicate, display, broadcast and further use (either accurately in whole or in part or with such liberties as they may deem necessary) the property (the “Property”), the contents thereof as well as all names, trademarks, logos and any other signage appearing on the Property, for the purpose of display through the Museum of Incomplete website, future exhibitions, and any other use related to Museum of Incomplete (“Advertising”).
Pursuant to the permission granted herein, Agency and Client shall have the right to use the name of the Individual and the Property in connection with the Advertising in any and all media, now known or hereafter created, without time, territory or other restrictions. Neither Agency nor Client shall be required to submit the Advertising to Individual for approval or depict the Property in any particular manner, nor shall Agency or Client be obligated to photograph/film Property or to otherwise use the Property in Advertising.
Individual acknowledges that Agency and Client are developing, photographing and recording the foregoing in express reliance upon the foregoing and represents and warrants that Individual has all rights and authority to enter into this Release and to grant the rights granted hereunder without violating the legal or equitable rights of any third party or entity. In the event any questions arise regarding Individual’s authority to grant the rights herein, Individual agrees to assume full responsibility for any and all loss and liability incurred as a result of Individual’s breach or allegation thereof of the representation of authority contained in this Release, including reasonable attorneys’ fees. The statements or any portion thereof made by Individual in connection with the Property are, to the best of Individual’s knowledge, true, factual, and accurate.
Individual agrees to release Agency and Client and each of their affiliates, parent companies, distributors, subsidiaries, and each of their directors, shareholders, agents, employees, officers, representatives, heirs, executors, administrators, successors and assigns from and against any costs, claims, damages, liabilities or any kind that Individual may have which may arise from Agency’s and/or and Client’s use of the Property as provided herein. Individual agrees to maintain in confidence any and all information about the Advertising until the first date of public use of the Advertising.
Individual represents and warrants that Individual has the legal authority to enter into the Release and to grant all rights herein without violating the legal or equitable rights of any third party,
including without limitation copyright, patent, trademark, right of privacy, and right of publicity. Individual further agrees to indemnify, defend and hold harmless Agency, Client, and each of their respective affiliates, subsidiaries, other entities, and each of their directors, shareholders, agents, employees, officers, representatives, heirs, executors, administrators, successors and assigns, against and from any and all claims, actions, demands, damages, liabilities, costs and penalties, including reasonable attorney’s fees, arising directly or indirectly from infringement or claim of infringement of third party rights, including trademark, copyright, right of privacy, patent and right of publicity from the use of Property by Agency and/or Client.
This Release shall be construed and interpreted in accordance with the internal laws of the State of California, applicable to contracts made and performed entirely therein, without regard to conflicts of laws principles. Individual agrees and consents that jurisdiction and venue of all matters relating to this Release shall be vested exclusively in the Federal, state and local courts for Los Angeles County, California.