TO:   MELISSAMIDWEST.COM/MELTECH, INC. Dated: __________________________


I, ______________________________________________________________, represent, warrant and agree as follows:

1.         The following photographs, videotapes, audio recordings and/or other artwork (collectively, "Materials") are in my possession and are the subjects of this Material Release Agreement ("Agreement"):


2.         By signing this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, I grant MELISSAMIDWEST.COM/MELTECH,INC. and its successors, assigns and licensees (collectively, "you") the irrevocable right and license to photograph, reproduce, transmit, telecast and otherwise use my Materials, including without limitation, all images, names, likenesses, voices and sounds connected with the Materials, in any manner, in any and all media now or hereafter devised (including as set dressing and/or on screen props and to edit, crop or juxtapose the Materials), in perpetuity and throughout the universe, including without limitation, for the purpose of producing, distributing and exploiting the contest and or website currently entitled "MELISSACONTEST.COM" ("WEBSITE"), any other production in which the Materials are incorporated, and in connection with advertising, publicizing, and promotion of the Program, you and your related and affiliated entities, licensees and assigns as you may determine in your sole discretion.  Without limiting the generality of the foregoing, I agree that the rights granted hereunder shall include your perpetual, worldwide right to edit, telecast, rerun, record, publish, reproduce, use, license, print, distribute or otherwise exploit, in any manner and in any media or forum, whether now known or hereafter devised, the Program and/or any other production in which the Materials are incorporated, in whole or in part, without any additional monetary compensation to me.


3.         I represent and warrant that I have the sole right and authority, as copyright owner in the Materials, to grant the rights granted to you hereunder and that the consent of no other person, firm, corporation or entity is required to enable you to use the Materials as described herein, and that such use by you will not violate the rights of any third parties.  I agree that I will not assert, maintain or assist other persons in asserting or maintaining against you or your related and affiliated entities, successors, assigns and licensees, any claim, action, suit or demand of any kind or nature whatsoever, related to the use of the Materials, including but not limited to, those grounded upon copyright or trademark infringement, invasion of privacy, rights or publicity, other civil rights, or any other reason in connection with the use of the Materials in the Program or in other productions.


4.                   I will indemnify and hold harmless you and your related and affiliated entities, successors, assigns and licensees from and against any and all claims, liabilities, demands, actions causes of action, costs and expenses (including attorneys' fees and court costs) whatsoever, at law or in equity, known or unknown, anticipated or unanticipated, arising out of their use of the Materials as provided herein, and for breach of any representation or warranty made by me herein.  To the fullest extent allowable under any applicable law, I also hereby expressly waive any and all so-called "moral rights" in the Materials as used pursuant to the terms hereto.


5.                   I acknowledge that you shall have the right but not the obligation to utilize my Materials in the WEBSITE/CONTEST, other programs, or in advertising, publicizing, exhibiting or exploiting same, in whole or in part.  I acknowledge that you are proceeding with the production, distribution and exploitation of the Program in reliance upon and induced by this Agreement and therefore will not terminate, rescind or revoke this Agreement for any reason. I acknowledge that no payments resulting from the Program shall become due and owing to me for any present or future uses or exploitations, and I hereby release you and your related and affiliated entities, successors, assigns and licensees from any claims, obligations or liability related thereto.


6.         In the event that you are in breach of any provision of this Agreement and/or any other agreement entered into between the parties, I specifically acknowledge and agree that the damage, if any, caused thereby will not be irreparable or otherwise sufficient to entitle me to injunctive or any other form of equitable relief.  My rights and remedies in any such event shall be strictly limited to the right to recover monetary damages, if any, in an action at law.  Without limiting the forgoing, I shall not be entitled by reason of any such breach to terminate or rescind this Agreement nor to enjoin, restrain or otherwise impair your exercise of any of the rights and privileges granted or to be granted to you hereunder, nor to restrain, enjoin or otherwise impair you property or assets or the development, production, exhibition and/or exploitation of the WEBSITE/CONTEST or any advertising, publicity or promotion in connection therewith.


7.         This Agreement contains the full and complete understanding between the parties and super cedes all prior agreements and understandings pertaining hereto and cannot be modified except by a writing signed by each party.











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