Recipe Release Agreement

As of the date set forth below, I, the undersigned, hereby grant WTWH Media LLC (the “Publisher”) the following perpetual, irrevocable, royalty-free rights with respect to the recipe(s) attached hereto: (a) worldwide, non-exclusive rights to reprint the recipe(s) in connection with the publication Club + Resort Chef and any reprints or subsequent editions of the publication and any successor publications, special interest publications or other publications of Publisher (collectively, the “Publication”); (b) the right to edit or adapt the recipe(s), including, without limitation, to add headings or subheadings, or, if applicable, reduce or enlarge the recipe(s) or ingredients therein; provided, however, that such editing shall not include the right to make any material modifications in the substance of the recipe(s); (c) the non-exclusive right to distribute or adapt the presentation of the recipe(s) for use in conjunction with computer systems and programs, including reproduction or publication in electronic form and incorporation online, in retrieval systems and in electronic publications of Publisher; (d) non-exclusive rights to reprint, adapt or display the recipe(s) in any print or electronic anthology or collection that includes the Publication (including future or special editions of the Publication) or any excerpts of the Publication; and (e) the right to use Author’s name, likeness, professional credits and/or biographical materials in connection with the Publication and the rights granted herein. Where possible and where space permits, I understand Publisher will exercise reasonable efforts to attribute the recipe(s) to me. I hereby waive any moral rights applicable to the recipe(s) or their publication. I recognize that Publisher is under no obligation to use the recipe(s) or to exercise any of the rights set forth above and that that the decision whether to use the recipe(s) or exercise such rights is within Publisher’s sole discretion. I waive any right to inspect or approve any finished, unfinished or preliminary copy of the Publication that may involve the recipe(s). In granting the electronic rights under this Agreement, I understand that Publisher may place the recipe(s) on the Internet or in e-mail and that the Internet and/or e-mail may subject the recipe(s) to unlawful interception or reproduction by third parties that are outside of Publisher’s control. I hereby hold Publisher harmless from liability for such unlawful interception or reproduction.

I warrant that I have the right and authority to grant the rights provided herein and that the recipe(s) are solely created by me as my original work, are not unlawful and do not infringe on the rights of others and contain no instructions that may be injurious to others. I hereby agree to indemnify and hold Publisher harmless against any damages, costs, expenses and fees (including but not limited to reasonable attorney’s fees) incurred by Publisher arising out of or relating to any breach of the foregoing warranties.

This Agreement constitutes the entire understanding of and agreement between the parties relating to the subject matter hereof, and supersedes all prior discussions, representations, agreements and understandings. This Agreement may not be modified except by a written document signed by Publisher and me. This Agreement shall be construed and enforced according to the laws of the State of Ohio and the federal law of the United States, excluding the laws of those jurisdictions pertaining to the resolution of conflicts of laws with other jurisdictions. Any action at law, suit in equity or other judicial proceeding for the enforcement of this Agreement or any provision thereof, shall take place solely and exclusively in the State of Ohio. I hereby consent to the personal jurisdiction of the state and federal courts in Cleveland, Ohio in any dispute arising from or related to this Agreement. I shall promptly reimburse Publisher for any expenses or costs incurred, including attorney’s fees, arising out of or relating to the enforcement of this Agreement.