For good and valuable consideration, the receipt and efficiency of which is hereby acknowledged, I hereby agree to the following terms (the “Materials Release”):
I hereby grant to Wieden + Kennedy, Inc. (“W+K”), GTB Agency, LLC (“GTB”), and Wunderman Thompson LLC (“VML”) (collectively, “Agency”), as well as Agency’s client Ford Motor Company (“Client”), the irrevocable, non-exclusive right and license to use the materials described above (collectively, the “Materials”) in and/or in connection with the advertising and promotion of Client’s products and services (the “Products”). Without limiting the generality of the foregoing, I agree that Agency and Client may use and exploit the Materials alone or in combination with other materials, in any manner and type of content including, without limitation, any and all promotional, marketing and/or advertising materials (collectively, the “Content”), for the purpose of advertising, trade, marketing, merchandising, publicity, promotion, research, and/or any other lawful purpose, in any and all media now known and/or hereafter devised, throughout the universe, at any time, in perpetuity, without any further compensation to me whatsoever.
For the avoidance of doubt, I further acknowledge and agree that: (1) the Materials shall also include any and all material that I may create, write, provide, submit, and/or contribute, as well as any of my statements, opinions, and/or testimonials (as edited, paraphrased, amplified, shorted and/or put in conversational form) that I may provide to Agency and/or Client in connection with the Content; and (2) I authorize Agency, Client and their respective affiliates, successors, licensees and assigns to use, separately or together, my name, alias, image, picture, social media handle(s), biographical and profile information, and likeness (collectively, “Persona”), as incorporated in the Materials, alone or together with other material, in and in connection with the Content and the advertising and promotion of the Products.
I represent and warrant that the consent of no other person or entity is required for Agency and Client’s use of the Materials as contemplated hereunder; provided, however, that if and to the extent that any third-party consent is required, I have secured all permissions, authorizations, approvals, consents, and releases necessary to grant to Agency and Client the rights specified herein, including, without limitation, the right to use and exploit in any Content the Persona of any individual featured in the Materials, including for purposes of advertising, marketing, and trade.
Without limiting the generality of anything set forth in this Materials Release, I further acknowledge and agree that the Content and/or any other results and proceeds of any taping, filming, photography, and/or recordings shall be the exclusive property of Client, provided, however, that this Materials Release shall in no way effect my separate and continued copyright ownership of the Materials.
I hereby waive any right that I may have to inspect and/or approve the finished Content, including, but not limited to, the copy that may be used in connection therewith, and/or the use to which the Content may be applied. I acknowledge and agree that nothing herein will constitute any obligation on the part of Agency and/or Client to make any use of any of the rights granted herein, including, without limitation, any obligation whatsoever to use the Materials.
I release Agency, Client, and their respective agents, successors, licensees, and assigns from all liabilities, claims, or causes of action I may have, now or in the future (including but not limited to any liability by virtue of any blurring, distortion, fictionalization, alteration or illusionary effect, whether intentional or otherwise, and any claims of invasion of privacy or right of publicity) in connection with any use authorized in this Materials Release. I further understand that there will be no monetary compensation paid to me, either directly or indirectly, in connection with the exercise of the rights granted in this release. I acknowledge and agree that any claims I may have arising out of, or related to, this Materials Release (if any) are limited to actions at law for damages (if any), not injunctive or equitable relief, and under no circumstances will I interfere with or prevent the use or exploitation of the Content or Materials.
I represent and warrant that: (a) I am the sole owner of the Materials, and I have the full right to enter into this Materials Release and to grant Agency and Client the rights granted herein; (b) the Materials, and Agency and Client’s use thereof, shall not infringe, misappropriate, or violate the intellectual property, proprietary or any other rights of a third party; and (c) I am 18 years of age or older, or, If I am not at least 18 years of age, I agree to have my parent sign and agree to this Materials Release on my behalf.
I hereby agree to indemnify, defend, and hold harmless Agency, Client, and their respective agents, successors, licensees, and assigns from and against any and all third-party claims arising in connection with, or related to, my breach of any representation, warranty, or covenant made by me herein.
EXCEPT FOR AN INDEMNIFICATION CLAIM, NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN.
This Materials Release contains the entire understanding between the parties with respect to the subject matter hereof, supersedes all prior agreements with respect to the subject matter hereof, and may not be altered or waived except by a writing signed by both Client (or its authorized representative) and myself.
This release is governed by the laws of the State of New York, USA applicable to contracts executed and to be fully performed therein, and I hereby submit to the exclusive jurisdiction of the federal and state courts located in New York County, State of New York, USA with respect to any dispute or claim arising out of this release. I acknowledge and agree that this release shall be binding upon me and my heirs, legal representatives and assigns.