In recognition of the past participation by the individual identifed above (hereinafter the "Artist") in the preparation on Marvel's behalf of the artistic material identified above and other related artistic and/or written material (hereinafter collectively the "Artwork"), the Marvel Comics Group (hereinafter "Marvel") is pleased to be able to provide as a gift to the Artist physical custody of the specific portion of the original Artwork identified above, subject to and in reliance upon the Artist's acknowledgements and undertakings provided In this Agreement.

The Artist acknowledges receipt of the above identified portion of the Artwork and acknowledges and agrees that only physical custody of the specific portion of the Artwork identified above is being transferred from Marvel to the Artist, but that Marvel retains in perpetuity all other rights whatsoever in the Artwork throughout the world, including but not limited to, the worldwide copyright and any other right to reproduce or exploit the Artwork and all other material based thereon, derived therefrom or relating thereto, In any manner, or in any media, and no such rights are being transferred, or are intended to be transferred or will ever be claimed to have been transferred to the Artist. in particular, and further, the Artist specifically acknowledges, confirms and agrees that:

1. The Artist's contribution to the preparation of the Artwork was specially commissioned and ordered by Marvel and was prepared subject to Marvel's supervision, direction and control for use as a contribution to a collective work, and the Artwork and all related materials are works made for hire pursuant to all applicable copyright laws.

2. The Artist was fully compensated for all work performed In connection with the preparation of the Artwork for Marvel, and no royalties or other payments are or will be due or owing to the Artist from Marvel for or an account of Marvel's past or future utilization or exploitation of its rights in the Artwork, unless expressly provided in writing in a separate agreement between the parties.

3. Marvel is the sole and exclusive owner of all copyright in and to the Artwork throughout the worid, including without limitation, all rights to any renewal, extension or reversion thereof, all rights to make applications for copyright registration and to receive copyright registrations covering the Artwork, and all rights in perpetuity through-out the world to make, publish, exploit in any manner or media, and protect for Marvel's sole benefit, any modifications, adaptations, revisions or other derivative works based upon, derived from, or otherwise using the Artwork.

4. To the extent, if any, that all copyright rights and all related rights in and to the Artwork are not owned by Marvel as provided above by operation of law, the Artist hereby irrevocably grants, conveys, transfers and assigns its entire worldwide right, title and interest therein to Marvel.

5. The Artist shall never contest or dispute, or assist others in contesting or disputing, Marvel's complete, exclusive, complete and unrestricted ownership of the copyright in the Artwork or Marvel's exclusive, complete and unrestricted worldwide right to exploit the Artwork In any manner or media, and the Artist shall never claim any right inconsistent therewith. The Artist shall further never object (and hereby waives any moral right provided by law to object) to any revision, modification, or new material based upon, derived from or utilizing the Artwork, which Marvel may make in its sole and unfettered discretion.

6. Marvel shall have the right, but not the obligation, to use the Artist's name, likeness and biographical material, if Marvel so desires, for the purpose of advertising and/or promoting Marvel's exploitation of the Artwork or any material based thereon, derived therefrom or utilizing the Artwork, except only that the Artist will not be deemed to have personally endorsed any product or service.

7. The Artist agrees that it will make no copies or reproductions of the Artwork, or any portion thereof, in any manner that it will prepare no other artwork or material based upon, derived from or utilizing the Artwork, that it will not publicly exhibit or display any portion of the Artwork without Marvel's advance written permission, and that it will not commercially exploit or attempt to exploit the Artwork or any material based upon, derived from or utilizing the Artwork, In any manner or media, and that it will not permit, license or assist anyone else in doing any of the foregoing. The Artist may transfer to another person the physical custody of the portion of the Artwork being transferred to the Artist by Marvel, on condition that such person furnished to Marvel, a copy of this Agreement signed by the transferee acknowledging the transferee's agreement to abide by all the terms set forth herein.

8. The Artist agrees not to utilize in any manner the name of Marvel, the name of any title or the name or likeness of any character appearing in the Artwork, and hereby acknowledges that all trademark and other rights in and to all such names and likenesses are owned exclusively by Marvel, and the Artist shall never contest, dispute, assist others in contesting or disputing, or claim any right inconsistent with, Marvel's complete, exclusive and unrestricted ownership thereof or any of Marvel's rights therein.

9. Upon Marvel's request, with reasonable advance notice, the Artist will grant access to Marvel or to Marvel's designated representatives to make copies of the portion of the Artwork in the custody of the Artist, If Marvel so needs or desires such copies in connection with its business or the business of its licensees.

10. The Artist represents and warrants that to the best of its knowledge, information and belief, no other person or company has any right to the possession or custody of any portion of the Artwork, and the Artist is not aware of any adverse claim thereto. The Artist hereby agrees to defend, indemnify and hold harmless Marvel and its affiliated companies, and its and their officers, agents, employees, and licensees, from and against any costs, damages, claims, liabilities, losses or expenses of any kind or nature whatsoever (including reasonable attorney's fees) which may arise or be sustained or suffered by any of them in connection with any such adverse claim or resulting from a breach of any of the Artist's undertakings contained herein.

11. The Artist shall not publicly or privately represent that he or she has any right to reproduce or exploit the Artwork in any manner, and shall not otherwise make any statement or representatlon inconsistent with the terms of this Agreement, except only that the Artist may truthfully describe to others the Artist's actual participation in the preparation of the Artwork for non-commercial purposes.

12. The Artist acknowledges that he or she has no claim or right to the ownership, possession or custody, or any other right In, any other or different artwork or material presently in Marvel's possession, custody or control, and that Marvel may, if it so desires, transfer the custody of any such other Artwork or material to whomever it may in its sole discretion desire, and the Artist acknowledges and agrees that Marvel may otherwise deal with, utilize or exploit all such other Artwork or material to the full extent as provided herein with respect to the Artwork, and the Artist hereby waives, and releases Marvel from, any claim the Artist may have relating thereto.

13. The Artist agrees to execute and deliver, upon Marvel's request, any additional documents, assignments or other papers (which Marvel may execute in the Artist's name should the Artist fail to do so promptly) and to perform any further acts, deemed necessary or desirable by Marvel to confirm, perfect, support or record any of the foregoing.

14. This Agreement shall be binding upon the Artist, and his or her heirs, representatives, executors, successors, administrators and assigns, and shall inure to the benefit of Marvel and its successors and assigns.

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