Terms

You hereby grant CFE (a) a worldwide, perpetual, irrevocable, royalty-free right and license to use the Works, including all copyrights and other intellectual property rights therein and all renewals and extensions thereof, in all formats and media, whether now known or hereafter developed, including without limitation to publish, display, perform, distribute, reproduce, digitize, transmit, translate, syndicate, modify and create derivative works of the Works for all or any purposes including but not limited to advertising and promotion; and (b) the right to assign or sublicense all or any of the foregoing rights. The foregoing license shall be exclusive until six (6) months following the public use of each Work by CFE and non-exclusive thereafter.

You further grant CFE the right to use your name, likeness and/or biographical information in connection with each Work.

In return for the rights granted herein, CFE agrees to consider using your Works and, if used, to attribute authorship of the Works to you. You acknowledge and agree that you are engaged as an independent contractor, that you are solely responsible for all income and self-employment taxes due as a result of any payments received under this agreement and that you are not entitled to receive, and hereby waive in any event, any employee benefits offered to employees of CFE based on your engagement as an independent contractor. You may not assign this agreement or any of your rights or obligations hereunder. This agreement constitutes the entire agreement between us with respect to the subject matter hereof and may not be amended except in a writing signed by both parties.

You represent and warrant that (a) each Work (i) is your original work, (ii) has not been, and will not be, published or otherwise publicly displayed, performed or distributed, as the case may be, prior to use by CFE, (iii) has not been assigned, licensed or otherwise encumbered, (iv) is not libelous or defamatory and (v) does not violate any rights, including copyrights and rights of privacy or publicity, of any third party, and (b) you have obtained, or prior to delivery of each Work will obtain, all necessary releases, waivers and assignments, including those relating to models, likenesses and privacy, so that CFE may freely exploit the Works without further obligation or payment to any person or entity. You agree to indemnify, defend and hold harmless CFE and its affiliates against any claims, losses or expenses (including, without limitation, legal fees) arising out of any breach by you of any of your representations, warranties or obligations set forth in this agreement.