THIS NOTICE OF Copyright (the “Waiver”) is made this 26th of April, 2024 (the “Effective Date”), by and between Collegiate Sports Management Group (the “Company”), and [VENDOR] (the “Vendor”).

BACKGROUND INFORMATION
A. The Company is engaged in production in the esports industry including creating esports tournaments (the “Business”).
B. The Company has partnered with and/or permits the Vendor to perform related services at the discretion of the Company.
C. Both the Company and Vendor desire to capture, record, edit, and publish recorded and staged digital content (the “Work Product”) at an esports tournament, produced and paid for by Collegiate Sports Management Group. 

PROVISIONS
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Waiver, and for other good and valuable consideration, the parties hereby agree as follows:

1. Term and Termination. The term of this Waiver shall begin on the Effective Date and continue until termination of this Agreement as provided herein. Notwithstanding the foregoing, this Agreement may be terminated by the Company at any time.

2. Intellectual Property and Data Rights

(a)           Company Data. Company and each Affiliate, as applicable, shall be, for all purposes hereof and as between Parties, the sole and exclusive owner of any information or data supplied by Company or created in connection with Vendor’s performance hereunder including, but not limited to, all photo, video, audio, and edited content containing featured products from an event produced and paid by Company. Except as expressly provided herein and as necessary to performance hereunder, Vendor and its employees, agents and sub Vendors shall not have any rights in or to the Company Data in any form or any information derived from or in connection with the Company Data.
See Appendix A.
(b)           Work Product. Performance of the Services may include inventing in areas directly or indirectly related to the business of the Company and/or Affiliates or to a line of business that the Company may reasonably be interested in pursuing. Vendor hereby assigns to Company and Company shall retain all right, title, and interest in and to all works of authorship, inventions, and data produced as part of or in connection with the Services provided hereunder, including, but not limited to, all United States and foreign copyright, patent, trademark, trade secret and any other intellectual property or other proprietary rights pertaining to such works (“Work Product”). All Work Product shall
be considered “work made for hire” (as such term is used in 17 U.S.C. §201), to the extent permissible by law. Company shall have the right, at its own expense, to obtain and hold all United States and foreign registrations for copyrights, trademarks, patents and any other intellectual property or other proprietary rights in or to such Work Product. At the Company’s request, without further consideration and free from any claims, liens or retention of rights, As used herein, “Work Product’ means any recorded and/ or captured photo or video at a location in which the Company is considered at Work. See Appendix A
(c)             Embedded Materials. Vendor shall not embed any Vendor property or any third party’s property (collectively, “Embedded Material”) in the Work Product without the prior consent of Company, such consent to be given in Company’s sole discretion. To the extent that any Embedded Material is (a) embedded or incorporated in or (b) necessary in connection with the use of any Work Product, then Vendor hereby grants to Company, without any additional consideration, a worldwide, perpetual, irrevocable, royalty free, fully paid up, non-exclusive license to make, have made, use, provide services using, sell, offer for sale, import, export, reproduce, display, perform, digitally perform, distribute, modify, maintain, enhance and create derivative works of, and to sublicense and transfer and to permit third parties to make, have made, use, provide services using, sell, offer for sale, import, export, reproduce, display, perform, digitally perform, distribute, modify, maintain, enhance and create derivative works of, such Embedded Material; provided, however, such license shall not permit the commercial exploitation of such Embedded Material on a stand-alone basis. See Appendix A
(d)             Vendor License. During the term of this Agreement, Vendor may not use the Work Product for the benefit of any person or entity other than Company without the prior consent of Company, to be given in Company’s sole discretion. Company does give consent for work product to be utilized across various social media platforms with the explicit requirement that the Vendor credit/acknowledge and tag the Company in their description of the posts (@EsportsUGaming, #CECC @Collegiatesmg). Any violation/infraction against this license is to be reviewed to be determined if it will be a case of copyright infringement.

Appendix A
Copyright Rules and Procedures for Media/Content Usage at CECC:
1. Collegiate Sports Management Group welcomes outside media coverage for the Collegiate Esports Commissioners Cup

2. Media credentials may be issued to individuals and organizations that provide regular editorial coverage of the esports/sports business through digital, print, audio, or video platforms. Credentials are issued at the sole discretion of CSMG for CECC

3. CSMG may issue credentials for either in-person or virtual attendance. There is extremely limited availability for in-person credentials

4. CSMG permits photography and video/audio recording during CECC events, but reserves the right to revoke this permission at its sole discretion

5. All credentialed media will be asked to provide links to coverage of CECC, including content generated both from on-stage speakers and from off-stage interviews of speakers, as well as over the air, broadcast content.

6. All such coverage should include a reference to Collegiate Esports Commissioners Cup and the official name of the event inclusive of presenting sponsor McDonald’s, and promote the correct social media handles including but not limited to @EsportsU Gaming

7. CSMG reserves the right to modify these policies at any time, either as a whole or for a particular event

8. Specific allowable usage of any content captured at any CECC events, is as follows:

9. CECC-Produced Programs: CSMG, CECC, and EsportsU will be the sole owner of all CECC-Produced Programs and all of their constituent elements (and any other material shot by CECC or pertaining to such Programs, whether or not such material was incorporated into such Program(s)), including exclusive ownership of all copyrights in and to the CECC-Produced Programs.

10. Content Creator or Media Entity-Produced Programs. CSMG, CECC, and EsportsU and pre-approved Content Creator or Media Entity shall jointly own all right, title, and interest in and to the Content Creator or Media Entity-Produced Programs

10A. Both parties may use this content for editorial purposes. If Content Creator or a Media Entity monetizes this content, CSMG is owed a 25% royalty based on gross proceeds of the content creator which CSMG may waive at its sole discretion

11. Media Entity represents that all work and services in connection with the Media Entity-Produced Programs has been performed by its employees or by independent contractors pursuant to a “work made for hire” agreement with Media Entity.

12. Media entities will include in the Programs a copyright notice in conformity with the laws of the United States of America and the Universal Copyright Convention designating CSMG, CECC and EsportsU as the co-owners of the copyright of the Media Entity-Produced Programs

13. Notwithstanding anything to the contrary herein, CSMG and its parent, affiliates, successors, and assigns own all subscriber, analytics and usage data and footage derived from the distribution of content on CECC’s platforms.