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A prudent product developer should obtain consent for the use of a person’s name, likeness, voice or other personal feature in connection with any product or service. The following sample endorsement agreement is a form of license designed to secure such consent. *** SAMPLE AGREEMENT *** AGREEMENT made this _____ day of __________, _______, by and between __________, a ___ [insert state of incorporation] corporation having its principal place of business at ____________ (Licensee) and __________, an individual residing at _______________ (Licensor). WHEREAS, Licensee wishes to use Licensor’s name and likeness in Licensee’s forthcoming print marketing and advertising campaign, entitled _____________ (the “Campaign”) in connection with _____________ (the “Product”); WHEREAS, Licensor is willing to allow said name and likeness to be so used, and WHEREAS, Licensee and Licensor desire to establish the terms of such use. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: 1. License Licensee shall have the right, but not the obligation, to use the name and likeness of Licensor as attached as Exhibit A, in connection with the Campaign, for print advertising, out-of-home media, in-store marketing and direct mail in connection with the Product and for public relations materials, in any media, produced and distributed by Licensor to promote the Product and/or the Campaign, throughout the world, in any language and in multiple languages. Licensor agrees that Licensor will not use or license the likeness attached hereto as Exhibit A for use by any third party, in any print advertising or in-store or out-of-home media marketing or direct mail marketing for the duration of this Agreement applicable to in-store usage. 2. Term Licensee’s rights under this Agreement shall terminate _____ months from first publication for print advertising and/or first out-of-home media usage for both print advertising and out-of-home media usage, and _____ months from first in-store usage and/or public relations usage for all other uses. Licensee has the option to extend use for print advertising and/or out-of-home media usage for an additional _____ months, to total ______ months from first use (of print and/or out-of-home media), upon payment of an additional use fee as set forth below. 3. Fees Licensee shall pay Licensor $_____ upon first publication of the image, first out-of home media usage or in-store usage, or first public relations usage, whichever comes first. Licensee shall pay Licensor an additional fee of $____ upon Licensee’s election by written notice to Licensor to exercise its option to extend the use term for print advertising and/or out-of-home media. 4. Advertising and Marketing All copy appearing on or with Licensor’s image must be submitted to Licensor for written approval which approval may not be unreasonably withheld or delayed. 5. Representations and Warranties Licensor represents and warrants that Licensor has the exclusive right to grant this license to use the likeness attached hereto as Exhibit A and that the rights granted will not infringe or violate any copyright, patent, trademark, trade name, service mark, trade dress or other personal, property or proprietary right of any person or entity. Licensor agrees to indemnify and hold Licensee harmless against any and all claims, damages and expenses arising directly or indirectly from the breach of the foregoing representation and warranty. 6. Governing Law, Jurisdiction This Agreement shall be governed and construed in accordance with the laws of the State of New York without regards to conflicts of laws. The parties agree the sole jurisdiction and venue for any disputes or actions arising under this Agreement shall be the jurisdiction of the Supreme Court of the State of New York, New York County or the United States District Court for the Southern District of New York. 7. Entire Agreement This Agreement, including all Exhibits hereto, constitutes the entire agreement between the parties relating to this subject matter and supercedes any and all prior or simultaneous representations, discussions, negotiations, documents and/or agreements, whether written or oral. IN WITNESS WHEREOF the parties have executed this Agreement on the date first set forth above. LICENSOR By:____________ Name: ____________ Title:____________ LICENSEE By:____________ Name:____________ Title: ____________ This agreement is intended to serve solely as an exemplar and may need to be modified to conform to the legal requirements of your jurisdiction. It in no way constitutes legal advice. Richard Raysman, Edward A. Pisacreta, Kenneth A. Adler and Seth H. Ostrow are partners in the law firm of Brown Raysman Millstein Felder & Steiner ( www.brownraysman.com), with offices in New York, Los Angeles, Hartford and Newark. To purchase the book, “Intellectual Property Licensing: Forms and Analysis,” click here.

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