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Subscription Agreement

NOW THEREFORE, NEPL and Subscriber,in consideration of the covenants and conditions hereinafter set forth, and intending to be legally bound, hereby agree as follows:

1. Services

Subject to the terms and conditions of this Agreement, Subscriber hereby contacts to receive NEPL's information as set out on Schedule A. Subscriber's rights to use NEPL's Information are limited as set Term set forth on Schedule B.

2. Delivery

NEPL shall deliver the Information in accordance with the procedures laid out in Schedule C.

3. Term

The Initial Term of this Agreement shall commerce on _____ and run until _____ of ____________. After the Initial Subscription Term, this Agreement will be automatically terminated ("Extension Terms"), unless otherwise terminated by either party by giving written notice to the other party not less than sixty (60) days prior to the end of a Term. As used herein, the "Term" means the Initial Subscription Term and any Extension Term(s).

4. Rate

The fess for the Images provide by NEPL to Subscriber are set out on Schedule D. Time is of the essence as to all payments set out in the Agreement.

5. Copyright

Subscriber acknowledges that NEPL is the copyright owner of all Images provided to it, and that this Agreement constitutes a license to use the Images only for the term of this Agreement. Subscriber furthur acknowledges that nothing in the Agreement shall constitute a sale or other transfer of title or any rights from NEPL to Subscriber for any of the Information. All rights with respect to the Images not explicitly granted to Subscriber hereunder shall be deemed,in addition to a breach of contract, a copyright infringement. Continued use of the Images after termination or expiration of this Agreement shall be deemed a copyright infringement in addition to a breach of contract, and NEPL shall be entitled to avail itself to the full remedies at law provided for both copyright infringement and breach of contract without limitation.

6. Releases

a.  Subscriber acknowledges that NEPL does not obtain releases from subjects, individuals, groups or entities contained in its photographs or quoted in its texts, and further, that no clearance is obtained from the owners of any trademarks or copyrighted materials are there incidentally in NEPL Images.

b.  NEPL will indemnify Subscriber from finally adjudicated claims made by individuals of entities whose pictures on trademarks appear in the NEPL Images, resulting from the non-acquisition of releases as long as the NEPL Images is used in a news context and in accordance with this Agreement. However, NEPL will not indemnify Subscriber for any use which is in violation of this Agreement or any non‐news context use, or any use of the Information by Subscriber in a manner which is likely to confuse the public as to any association, affiliation or source of sponsorship between any individuals or trademarks appearing In the NEPL Information and Subscriber or Subscriber’s advertisers as a result of Subscriber’s use. Subscriber shall further indemnify NEPL from any liability it incurs as a result of Subscriber’s unauthorized and/or improper use.

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