For good and valuable consideration, the receipt and efficiency of which is hereby acknowledged, I hereby agree as follows:

 

1. I hereby grant GTB Agency, LLC (“Agency”), and its 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”), whether used alone, in combination with other materials and/or incorporated into any manner and type of materials (in whole or in part), 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, for and in connection with Client and/or the Products, in any and all manners and 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 the Materials shall also include any and all material that I may create, write, provide 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. As used herein, “Agency” and “Client” shall include Agency and Client, and their respective parents, subsidiaries, and affiliates, and each of their respective officers, directors, shareholders, employees, agents, representatives, successors, licensees and assigns. I agree that Agency and Client may license, assign, and otherwise transfer this Materials Release and all rights granted by me hereunder to any person or entity.

 

2. 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.

 

3. 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 consent of no other person or entity is required for Agency and Client’s use of the Materials as contemplated hereunder, (c) the Materials, and Agency and Client’s use thereof, shall not infringe, misappropriate and/or violate the intellectual property, proprietary or any other rights of a third party, and (d) 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 this Materials Release in the space below.

 

4. I hereby release, discharge, and hold harmless Agency, Client, and each of their respective parent companies, subsidiaries and/or affiliated companies, and the officers, directors, employees, agents, representatives, successors, assigns and licensees of each of the foregoing (collectively, the “Released Parties”), from any and all liability, claims or demands that I have or might have by virtue of or arising out of the use of the Materials, the production, exhibition, distribution, exploitation, promotion and/or advertising of the Content (and/or any portion thereof, including, without limitation, Materials contained therein or used in connection therewith), including without limitation, any claim for infringement of intellectual property rights. In addition, I agree to indemnify the Released Parties, and to hold each of them harmless, from any and all liability, claims, actions, damages, expenses (including reasonable attorneys’ fees) and losses of any kind caused by or arising out of any actual or alleged breach by me of any of the representation, warranties, covenants and/or obligations made by me under this Materials Release.

 

5. I agree to respect the confidentiality of any campaign of Client in connection with Client’s Products (including, without limitation, any Content produced in connection therewith), and I agree not to disclose to any third party, including the press and other media, any aspect of Client’s promotion, or the Content of any advertising, marketing or other campaign initiated for or on behalf of Client without Client’s prior written approval. This Materials Release contains the entire understanding between the parties regarding the subject matter hereof and supersedes all prior understandings. No waiver, modification or additions to this Materials Release shall be valid unless in witting and signed by the parties hereto. I understand that Agency and Client are relying on this Materials Release at substantial cost and therefore is irrevocable. This Materials Release shall be governed by the laws of the State of Michigan.