Digital Likeness and AI Voice Cloning Consent and Licensing Agreement

DIGITAL LIKENESS AND AI VOICE CLONING CONSENT AND LICENSING AGREEMENT

Effective Date: [__/__/____]

Agreement Number: [________________________________]

PARTIES

LICENSOR (Owner of Likeness/Voice):

LICENSEE (Party Obtaining Rights):

RECITALS

WHEREAS, Licensor possesses legally recognized rights of publicity, privacy, and personality in their name, image, likeness, voice, vocal characteristics, speech patterns, and related personal attributes (collectively, "Identity Attributes") under applicable state, federal, and international law;

WHEREAS, advances in artificial intelligence and machine learning technology now permit the creation of highly realistic synthetic reproductions of an individual's voice ("Voice Clone"), facial likeness ("Digital Likeness"), and full-body digital representation ("Digital Replica"), collectively referred to herein as "Digital Reproductions";

WHEREAS, the unauthorized creation or use of Digital Reproductions may violate state right-of-publicity statutes, including but not limited to the Tennessee ELVIS Act (Tenn. Code Ann. § 47-25-1101 et seq.), California Civil Code §§ 3344 and 3344.1, New York Civil Rights Law §§ 50–51, and the common law of numerous jurisdictions;

WHEREAS, federal and international regulations, including the EU AI Act (Regulation (EU) 2024/1689, Article 50) and proposed federal legislation such as the NO FAKES Act, impose transparency and disclosure obligations on synthetic media;

WHEREAS, Licensee desires to obtain Licensor's informed, knowing, and voluntary consent to create and use certain Digital Reproductions of Licensor for the specific purposes described herein;

WHEREAS, Licensor is willing to grant such consent and license subject to the terms, conditions, limitations, and compensation set forth in this Agreement;

WHEREAS, the parties acknowledge the importance of the four pillars of ethical AI use in the entertainment and commercial context: transparency, consent, compensation, and control, as articulated by SAG-AFTRA and adopted as industry standard.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and compensation described herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "AI System" means any artificial intelligence, machine learning, deep learning, neural network, or similar computational system used to create, train, generate, modify, or deploy Digital Reproductions.

(b) "Biometric Data" means any measurement or digital representation derived from Licensor's physical characteristics, including but not limited to facial geometry, voiceprint, vocal frequency patterns, speech cadence, intonation, and physiological markers used to create or authenticate Digital Reproductions.

(c) "Deepfake" means AI-generated or AI-manipulated image, audio, or video content that depicts Licensor's likeness or voice in a manner that could be perceived as an authentic recording or performance by Licensor, as defined by applicable law including EU AI Act Article 3(60).

(d) "Digital Likeness" means a computer-generated, highly realistic electronic visual representation that is readily identifiable as Licensor, whether static (image) or dynamic (video), in which Licensor did not actually appear or in which Licensor's actual appearance has been materially altered.

(e) "Digital Replica" means any Digital Likeness, Voice Clone, or combination thereof that constitutes a synthetic reproduction of Licensor's Identity Attributes, consistent with the definition in California AB 2602 and the New York Digital Replica Contracts Act.

(f) "Identity Attributes" means, collectively, Licensor's name, image, photograph, likeness, voice, vocal characteristics, speech patterns, facial features, physical appearance, gestures, mannerisms, signature expressions, and any other indicia of identity that are recognizable as belonging to Licensor.

(g) "Permitted Platforms" means the specific media channels, platforms, services, and distribution methods authorized in Article III.

(h) "Permitted Uses" means the specific, enumerated purposes for which Licensee may create and use Digital Reproductions, as described in Article III.

(i) "Source Materials" means the original audio recordings, video footage, photographs, motion-capture data, and other materials provided by or captured from Licensor to train, create, or refine the Digital Reproductions.

(j) "Territory" means the geographic scope specified in Article IV.

(k) "Term" means the duration of this Agreement as specified in Article V.

(l) "Training Data" means the dataset, including Source Materials and any derivative data, used to develop, train, calibrate, or improve the AI System for the purpose of creating Digital Reproductions.

(m) "Voice Clone" means a synthetic audio reproduction of Licensor's voice created using an AI System that replicates Licensor's vocal characteristics, tone, pitch, cadence, accent, intonation, and speech patterns, regardless of whether the resulting audio contains words actually spoken by Licensor.

ARTICLE II: INFORMED CONSENT AND REPRESENTATIONS

Section 2.1 — Informed Consent of Licensor. Licensor hereby grants knowing, voluntary, and informed consent to Licensee to:

(a) Capture, record, digitize, and process Licensor's Identity Attributes for the creation of Source Materials;

(b) Use Source Materials as Training Data to develop and refine Digital Reproductions using AI Systems;

(c) Create Digital Reproductions, including Voice Clones and Digital Likenesses, for the Permitted Uses only;

(d) Distribute, display, publicly perform, transmit, and sublicense (if and only to the extent authorized in Section 3.6) such Digital Reproductions within the Territory and during the Term.

Section 2.2 — Scope of Consent. Licensor's consent under this Agreement is strictly limited to the Permitted Uses, Permitted Platforms, Territory, and Term described herein. Any use of Digital Reproductions outside these parameters constitutes unauthorized use and a material breach of this Agreement.

Section 2.3 — No Implied Consent. No consent shall be implied from this Agreement for any purpose not expressly stated. Silence or failure to object to a specific use shall not constitute consent to that use.

Section 2.4 — Independent Legal Counsel.

☐ Licensor confirms they have had the opportunity to consult with independent legal counsel prior to executing this Agreement.

☐ Licensor confirms they are represented by legal counsel in connection with this Agreement.

☐ Licensor confirms they are represented by a labor union (Name: [________________________________]) in connection with this Agreement.

☐ Licensor has knowingly waived the right to independent counsel after being advised of such right.

CALIFORNIA NOTICE (AB 2602 Compliance): Under California law, if Licensor is providing personal or professional services, any provision authorizing the creation of a Digital Replica must include a reasonably specific description of the intended use, and Licensor must be represented by legal counsel or a labor union. Provisions that do not satisfy these requirements may be void and unenforceable.

Section 2.5 — Licensor Representations and Warranties. Licensor represents and warrants that:

(a) Licensor has the full legal capacity and authority to enter into this Agreement and grant the rights contained herein;

(b) Licensor is not subject to any agreement, obligation, or restriction that would prevent or limit the grant of rights herein;

(c) If Licensor is a member of SAG-AFTRA or another performers' union, Licensor has complied with all applicable union requirements relating to this Agreement;

(d) All Source Materials provided are authentic representations of Licensor's Identity Attributes.

Section 2.6 — Licensee Representations and Warranties. Licensee represents and warrants that:

(a) Licensee has the technical capability and resources to create, manage, store, and secure Digital Reproductions;

(b) Licensee will use Digital Reproductions solely for the Permitted Uses and in accordance with this Agreement;

(c) Licensee will comply with all applicable laws, regulations, and industry standards regarding AI-generated content, including disclosure and labeling requirements;

(d) Licensee will not use Digital Reproductions in any manner that is defamatory, obscene, pornographic, misleading, fraudulent, or that violates any applicable law;

(e) Licensee will implement and maintain reasonable technical and organizational security measures to protect Source Materials, Training Data, and Digital Reproductions from unauthorized access, use, disclosure, or destruction.

ARTICLE III: PERMITTED USES, RESTRICTIONS, AND APPROVAL RIGHTS

Section 3.1 — Authorized Digital Reproduction Types. Licensee is authorized to create and use the following Digital Reproduction types (check all that apply):

☐ Voice Clone (synthetic voice only)
☐ Digital Likeness — Still Image (AI-generated or AI-modified photographs/images)
☐ Digital Likeness — Video (AI-generated or AI-modified video/animation)
☐ Full Digital Replica (combined voice and visual likeness)
☐ Motion/Performance Capture Replica (gestures, movement patterns, mannerisms)
☐ Other: [________________________________]

Section 3.2 — Permitted Uses. Digital Reproductions may be used solely for the following purposes (check all that apply):

☐ Feature film, television, or streaming series production
☐ Commercial advertising (specify product/brand: [________________________________])
☐ Video game or interactive media
☐ Audiobook narration
☐ Podcast or radio programming
☐ Music production (synthetic vocal performance)
☐ Virtual assistant or conversational AI application
☐ Corporate training or educational materials
☐ Social media content (specify platforms: [________________________________])
☐ Live event or holographic performance
☐ Documentary or biographical project
☐ Internal development, testing, and prototyping only (not for public release)
☐ Language translation and dubbing of Licensor's existing performances
☐ Accessibility services (audio description, assistive technology)
☐ Other (describe with specificity): [________________________________]

Section 3.3 — Permitted Platforms. Digital Reproductions may be distributed and displayed only on the following platforms:

[________________________________]
[________________________________]
[________________________________]

☐ Check here if distribution is authorized on all commercially reasonable platforms within the Territory.

Section 3.4 — Prohibited Uses. Notwithstanding anything in this Agreement to the contrary, Licensee shall NOT use Digital Reproductions for any of the following purposes:

(a) Political advertising, campaign materials, or endorsement of any political candidate, party, ballot measure, or political action committee;

(b) Pornographic, sexually explicit, or adult entertainment content;

(c) Defamatory, libelous, or slanderous statements or depictions;

(d) Endorsement of products, services, or causes not expressly authorized in Section 3.2;

(e) Fraud, impersonation, identity theft, phishing, social engineering, or any other deceptive practice;

(f) Robocalls, automated telephone communications, or telemarketing in violation of the TCPA (47 U.S.C. § 227) or FCC regulations;

(g) Hate speech, incitement to violence, or content promoting illegal activity;

(h) Manipulation of financial markets, securities fraud, or deceptive investment solicitations;

(i) Any use that would, in Licensor's reasonable judgment, bring Licensor into public disrepute, scandal, or ridicule;

(j) Replacement of work that Licensor otherwise would have performed, unless Licensor has expressly consented to such replacement in Exhibit B;

(k) Training of third-party AI models or systems without express written authorization;

(l) Other prohibited uses: [________________________________]

Section 3.5 — Approval Rights.

(a) Pre-Release Approval. Select one:

☐ Full Approval: Licensee shall submit each proposed use of a Digital Reproduction to Licensor for written approval no fewer than [____] business days prior to publication, broadcast, or distribution. Licensor may approve or reject in Licensor's sole and absolute discretion.

☐ Category Approval: Licensor grants blanket approval for all uses within the Permitted Uses described in Section 3.2, provided such uses conform to the specifications in Exhibit B. Licensee shall submit quarterly reports of all uses.

☐ Sample Approval: Licensee shall submit a representative sample of each new category of use for Licensor's approval. Subsequent uses within an approved category do not require individual approval.

☐ No Approval Required: Licensor waives pre-release approval rights for uses strictly within the Permitted Uses, subject to compliance with all other terms of this Agreement.

(b) Approval Process. Licensor shall respond to approval requests within [____] business days. Failure to respond within such period shall be deemed:

☐ Approval ☐ Rejection

(c) Modification Requests. Licensor may condition approval on reasonable modifications to the proposed use, and Licensee shall make such modifications prior to publication or distribution.

Section 3.6 — Sublicensing.

☐ Sublicensing is NOT permitted under this Agreement.

☐ Sublicensing is permitted, subject to the following conditions:

(a) All sublicensees must agree in writing to be bound by all terms and restrictions of this Agreement;

(b) Licensee shall provide Licensor written notice of each sublicense within [____] business days of execution;

(c) Licensee remains primarily liable for all acts and omissions of sublicensees;

(d) Maximum number of sublicensees: [____];

(e) Sublicensees may not further sublicense without Licensor's prior written consent;

(f) Licensor shall receive the compensation specified in Article VI for all sublicensee uses.

Section 3.7 — Content Labeling and Disclosure. Licensee shall:

(a) Clearly and conspicuously disclose that content contains AI-generated or AI-modified voice, likeness, or performance, in compliance with applicable law, including but not limited to:

• EU AI Act, Article 50 (machine-readable marking and human-perceptible disclosure);
• New York SB 8420 (synthetic performer disclosure in advertising);
• Any applicable FTC guidelines on AI-generated endorsements;
• Platform-specific content labeling policies;

(b) Include the following disclosure (or substantially similar language) in connection with all Digital Reproductions distributed to the public:

"This content contains an AI-generated digital reproduction of [Licensor's Name/Stage Name], created with [his/her/their] consent and authorization."

(c) Embed machine-readable metadata (such as C2PA or equivalent provenance standard) in all Digital Reproduction files indicating that the content is AI-generated.

ARTICLE IV: TERRITORY

Section 4.1 — Geographic Scope. The rights granted under this Agreement are limited to the following territory:

☐ Worldwide
☐ United States only
☐ United States and Canada
☐ European Union / European Economic Area
☐ Specific states/countries: [________________________________]
☐ Other: [________________________________]

Section 4.2 — Jurisdictional Compliance. Licensee acknowledges that the laws governing right of publicity, digital replicas, AI-generated content, and deepfakes vary by jurisdiction. Licensee shall ensure compliance with all applicable laws in each jurisdiction where Digital Reproductions are distributed, displayed, or accessed, including but not limited to:

(a) Tennessee: Tenn. Code Ann. § 47-25-1101 et seq. (ELVIS Act) — Unauthorized voice cloning constitutes a Class A misdemeanor with penalties up to 11 months, 29 days incarceration and $2,500 in fines, plus civil liability;

(b) California: Cal. Civ. Code §§ 3344, 3344.1; AB 2602; AB 1836 — Minimum $10,000 statutory damages for unauthorized use of deceased personality's digital replica; contractual provisions must include reasonably specific description of use;

(c) New York: N.Y. Civ. Rights Law §§ 50–51; Digital Replica Contracts Act; SB 8391; SB 8420 — Consent requirements for digital replicas; mandatory disclosure for synthetic performers in advertising;

(d) Illinois: 765 ILCS 1075 (Right of Publicity Act) — Protects identity attributes including voice;

(e) European Union: EU AI Act, Article 50 — Mandatory transparency obligations for deepfakes and AI-generated content, with enforcement beginning August 2026.

ARTICLE V: TERM AND TERMINATION

Section 5.1 — Term. This Agreement shall commence on the Effective Date and continue for:

☐ A fixed period of [____] months/years from the Effective Date, expiring on [__/__/____].

☐ The duration of a specific project: [________________________________], and shall terminate upon completion of such project plus [____] months for post-production/distribution wind-down.

☐ An indefinite term, subject to termination as provided herein.

Section 5.2 — Renewal.

☐ This Agreement shall automatically renew for successive [____]-month/year periods unless either party provides written notice of non-renewal at least [____] days prior to the expiration of the then-current term.

☐ This Agreement does NOT automatically renew. Any renewal requires a new written agreement executed by both parties.

Section 5.3 — Termination for Convenience. Either party may terminate this Agreement for convenience upon [____] days' prior written notice to the other party.

Section 5.4 — Termination for Cause. Either party may terminate this Agreement immediately upon written notice if:

(a) The other party materially breaches any provision of this Agreement and fails to cure such breach within [____] days after receipt of written notice specifying the breach;

(b) The other party becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets;

(c) The other party is convicted of a felony or engages in conduct that materially damages the terminating party's reputation.

Section 5.5 — Licensor's Right of Revocation.

(a) Revocation for Unauthorized Use. Licensor may revoke consent immediately and without cure period upon discovery that Licensee has used or permitted the use of any Digital Reproduction in a manner not authorized by this Agreement.

(b) Revocation for Reputational Harm. Licensor may revoke consent upon [____] days' written notice if Licensor reasonably determines that continued use of Digital Reproductions poses a material risk of reputational harm to Licensor.

(c) Unconditional Revocation Right. Select one:

☐ Licensor retains an unconditional right to revoke consent at any time upon [____] days' written notice, subject to the refund obligations in Section 6.8.

☐ Licensor does NOT retain an unconditional revocation right; termination is governed solely by Sections 5.3 and 5.4.

Section 5.6 — Effect of Termination or Revocation. Upon termination or revocation:

(a) Licensee shall immediately cease all use of Digital Reproductions;

(b) Licensee shall, within [____] days of termination, permanently delete or destroy all Digital Reproductions, Voice Clones, Digital Likenesses, AI models trained on Licensor's Identity Attributes, Source Materials, and Training Data in Licensee's possession or control;

(c) Licensee shall certify in writing to Licensor that all materials described in subsection (b) have been permanently deleted or destroyed;

(d) Licensee shall direct all sublicensees to immediately cease use and delete all Digital Reproductions;

(e) Licensee shall use commercially reasonable efforts to remove Digital Reproductions from all Permitted Platforms within [____] days, acknowledging that cached or archived copies on third-party platforms may take additional time to remove;

(f) The following provisions shall survive termination: Articles VII (Ownership), VIII (Indemnification), IX (Confidentiality), X (Limitation of Liability), XII (Dispute Resolution), and XIII (General Provisions).

Section 5.7 — Wind-Down Period. Notwithstanding Section 5.6:

☐ Licensee is granted a wind-down period of [____] days following termination to complete distribution of works containing Digital Reproductions that were in production or committed for distribution as of the termination date. No new productions using Digital Reproductions may commence during the wind-down period.

☐ No wind-down period is granted. All use must cease immediately upon termination.

ARTICLE VI: COMPENSATION

Section 6.1 — Compensation Structure. Select the applicable compensation model(s):

Option A — Fixed Fee:

☐ Licensee shall pay Licensor a one-time fixed fee of $[________________________________] (USD), payable as follows:

• $[________________________________] upon execution of this Agreement;
• $[________________________________] upon delivery of Source Materials;
• $[________________________________] upon first commercial use of Digital Reproduction.

Option B — Royalty-Based Compensation:

☐ Licensee shall pay Licensor a royalty of [____]% of:

☐ Gross Revenue generated from products, services, or content incorporating Digital Reproductions;
☐ Net Revenue (Gross Revenue minus documented direct costs of goods sold);
☐ Advertising revenue attributable to content incorporating Digital Reproductions;

Minimum annual royalty guarantee: $[________________________________]

Royalty payments shall be made: ☐ Monthly ☐ Quarterly ☐ Semi-annually

Option C — Per-Use Fee:

☐ Licensee shall pay Licensor $[________________________________] per each discrete use of a Digital Reproduction, defined as:

☐ Per completed audio/video production
☐ Per broadcast/stream
☐ Per advertising campaign
☐ Per platform deployment
☐ Other: [________________________________]

Option D — Hybrid Compensation:

☐ Licensee shall pay Licensor a combination of:

• Upfront fee: $[________________________________]
• Plus royalty of [____]% on revenue as described in Option B
• Plus per-use fee of $[________________________________] for uses described in Option C

Option E — Equity/Non-Monetary Compensation:

☐ In addition to or in lieu of the above (specify), Licensee shall provide:

[________________________________]

Section 6.2 — Session Fees for Source Material Capture. Licensee shall pay Licensor the following session fees for the recording, capture, or scanning of Source Materials:

• Per recording/capture session: $[________________________________]
• Per hour/day: $[________________________________]
• Travel and accommodation: ☐ Covered by Licensee ☐ Included in session fee ☐ N/A

Section 6.3 — Reuse Fees. If Licensee uses Digital Reproductions for purposes not originally specified in Section 3.2 (and subsequently approved by Licensor), Licensee shall pay additional reuse fees as follows:

[________________________________]

Section 6.4 — Accounting and Audit Rights.

(a) Licensee shall maintain accurate books and records of all revenue, distributions, and uses of Digital Reproductions.

(b) Licensee shall provide Licensor with detailed written statements of account within [____] days following the end of each royalty period.

(c) Licensor (or Licensor's designated auditor) may audit Licensee's books and records related to this Agreement no more than once per calendar year, upon [____] days' prior written notice, during normal business hours. If an audit reveals an underpayment of more than five percent (5%), Licensee shall bear the reasonable cost of the audit.

Section 6.5 — Late Payment. Any payment not made when due shall bear interest at the rate of [____]% per month (or the maximum rate permitted by law, whichever is less), from the due date until paid in full.

Section 6.6 — Taxes. Each party shall be responsible for its own tax obligations arising from this Agreement. Licensee shall provide Licensor with an IRS Form W-9 or W-8BEN (as applicable) upon request.

Section 6.7 — Most Favored Nations. ☐ Check if applicable: Licensor shall receive compensation no less favorable than that provided to any other individual whose Digital Reproductions are used in the same project or campaign.

Section 6.8 — Refund Upon Revocation. In the event of Licensor's unconditional revocation under Section 5.5(c):

☐ Licensor shall refund Licensee a pro-rata portion of any prepaid fixed fees for the unexpired Term.

☐ No refund is owed; all prepaid compensation is fully earned and non-refundable.

☐ Other: [________________________________]

ARTICLE VII: OWNERSHIP AND INTELLECTUAL PROPERTY

Section 7.1 — Licensor's Retained Rights. Licensor retains all right, title, and interest in and to Licensor's Identity Attributes, including all rights of publicity, privacy, and personality under all applicable laws. Nothing in this Agreement constitutes an assignment or transfer of Licensor's rights of publicity or personality.

Section 7.2 — Ownership of Source Materials.

☐ Source Materials are and shall remain the sole property of Licensor.
☐ Source Materials shall be jointly owned by Licensor and Licensee.
☐ Source Materials shall be the property of Licensee, subject to Licensor's retained rights of publicity.

Section 7.3 — Ownership of AI Models and Training Data.

(a) The AI System and underlying algorithms used to create Digital Reproductions are and shall remain the property of Licensee (or its technology provider).

(b) Training Data derived from Licensor's Identity Attributes shall be subject to the deletion requirements of Section 5.6(b) upon termination.

(c) Licensee shall not use Training Data derived from Licensor's Identity Attributes to create Digital Reproductions of any other individual.

Section 7.4 — Ownership of Digital Reproductions.

☐ Digital Reproductions created under this Agreement are owned by Licensee, subject to Licensor's retained rights and the terms of this Agreement.

☐ Digital Reproductions are jointly owned, with each party having the right to exploit subject to the other's consent.

☐ Digital Reproductions are owned by Licensor and licensed to Licensee.

Section 7.5 — No Creation of Intellectual Property in Likeness. Licensee acknowledges that Licensee's use of Digital Reproductions does not create any independent intellectual property right in Licensor's Identity Attributes for the benefit of Licensee.

Section 7.6 — Trademark and Endorsement. Licensee shall not use Licensor's name, image, or Digital Reproduction in a manner that implies an endorsement, sponsorship, or affiliation beyond the specific Permitted Uses without separate written consent.

ARTICLE VIII: INDEMNIFICATION

Section 8.1 — Licensee's Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor, Licensor's heirs, executors, agents, representatives, and assigns from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

(a) Licensee's breach of any representation, warranty, or obligation under this Agreement;

(b) Any unauthorized use of Digital Reproductions, whether by Licensee or any sublicensee;

(c) Any claim that Digital Reproductions infringe the intellectual property or other rights of any third party;

(d) Any violation of applicable laws, including right-of-publicity statutes, consumer protection laws, the TCPA, or the EU AI Act;

(e) Licensee's failure to implement adequate security measures, resulting in unauthorized access to or misuse of Digital Reproductions, Source Materials, or Training Data.

Section 8.2 — Licensor's Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or relating to:

(a) Any breach of Licensor's representations and warranties in Section 2.5;

(b) Any claim that Licensor lacked the authority to grant the rights herein.

Section 8.3 — Indemnification Procedures. The indemnified party shall: (a) provide prompt written notice of any claim; (b) cooperate with the indemnifying party in the defense; and (c) not settle any claim without the indemnifying party's prior written consent.

ARTICLE IX: CONFIDENTIALITY AND DATA SECURITY

Section 9.1 — Confidential Information. Each party agrees to maintain the confidentiality of the other party's proprietary information, including but not limited to: the financial terms of this Agreement, the technical specifications of AI Systems, Source Materials, Training Data, and Biometric Data.

Section 9.2 — Biometric Data Protection. Licensee shall comply with all applicable biometric data privacy laws, including:

(a) Illinois Biometric Information Privacy Act (740 ILCS 14) — Written informed consent, data retention schedules, and purpose limitations;

(b) Texas Business and Commerce Code § 503.001 — Prohibition on capture of biometric identifiers without consent;

(c) Washington Revised Code § 19.375 — Biometric identifier notification requirements;

(d) Any applicable state or local biometric data laws.

Section 9.3 — Data Security Requirements. Licensee shall:

(a) Store all Source Materials, Training Data, Biometric Data, and Digital Reproductions using industry-standard encryption (minimum AES-256 or equivalent);

(b) Limit access to authorized personnel on a need-to-know basis;

(c) Implement multi-factor authentication for all systems containing Licensor's data;

(d) Conduct regular security assessments and promptly remediate identified vulnerabilities;

(e) Maintain an incident response plan and notify Licensor within [____] hours of discovering any security breach affecting Licensor's data.

Section 9.4 — Data Retention. Licensee shall retain Source Materials and Training Data only for the duration of the Term. Upon termination, all data shall be handled in accordance with Section 5.6.

ARTICLE X: LIMITATION OF LIABILITY

Section 10.1 — Cap on Licensor's Liability. Licensor's total aggregate liability under this Agreement shall not exceed the total compensation received by Licensor under this Agreement.

Section 10.2 — Exclusion of Consequential Damages. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEPT IN CASES OF WILLFUL MISCONDUCT, GROSS NEGLIGENCE, OR BREACH OF SECTION 3.4 (PROHIBITED USES).

Section 10.3 — No Cap on Licensee's Liability for Unauthorized Use. Notwithstanding Section 10.2, there shall be no limitation on Licensee's liability for unauthorized use of Digital Reproductions, breach of Section 3.4, or breach of confidentiality/data security obligations under Article IX.

ARTICLE XI: POST-MORTEM RIGHTS AND ESTATE PROVISIONS

Section 11.1 — Applicability. This Article applies to the rights and obligations of the parties following the death of Licensor, in recognition of the post-mortem right of publicity recognized in numerous jurisdictions with varying durations (e.g., California: 70 years; New York: 40 years; Indiana/Oklahoma: 100 years; Tennessee: indefinite while commercially exploited).

Section 11.2 — Effect of Licensor's Death. Upon Licensor's death:

☐ Option A — Automatic Termination. This Agreement shall automatically terminate, and Licensee shall comply with all obligations under Section 5.6.

☐ Option B — Continuation with Estate Consent. This Agreement shall continue for the remainder of the Term, provided that Licensor's authorized estate representative provides written confirmation of continued consent within [____] days of Licensor's death. If such confirmation is not received, this Agreement shall terminate.

☐ Option C — Full Continuation. This Agreement shall continue for the remainder of the Term and shall be binding upon Licensor's heirs, executors, administrators, and assigns, subject to all terms and conditions herein.

Section 11.3 — Estate Representative. Licensor designates the following individual(s) or entity as authorized representative(s) for purposes of this Article:

Section 11.4 — Post-Mortem Compensation. Following Licensor's death, all compensation owed under Article VI shall be paid to Licensor's estate or designated beneficiary:

Section 11.5 — Post-Mortem Restrictions. Even if this Agreement continues post-mortem, Licensee shall NOT:

(a) Use Digital Reproductions to create the appearance that the deceased Licensor is endorsing products, services, or causes post-mortem, unless separately authorized by the estate;

(b) Create new Digital Reproductions from additional Source Materials obtained after Licensor's death;

(c) Expand the Permitted Uses or Permitted Platforms beyond those authorized during Licensor's lifetime without the estate's prior written consent.

ARTICLE XII: DISPUTE RESOLUTION

Section 12.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [________________________________], without regard to its conflict-of-laws provisions.

Section 12.2 — Informal Resolution. Before initiating formal dispute resolution, the parties shall attempt in good faith to resolve any dispute through direct negotiation for a period of [____] days following written notice of the dispute.

Section 12.3 — Dispute Resolution Mechanism. Select one:

☐ Mediation, then Arbitration. If informal resolution fails, the dispute shall first be submitted to mediation administered by [________________________________]. If mediation is unsuccessful within [____] days, the dispute shall be submitted to binding arbitration in [________________________________] under the rules of:
☐ American Arbitration Association (AAA)
☐ JAMS
☐ Other: [________________________________]

☐ Litigation. If informal resolution fails, either party may bring an action in the state or federal courts located in [________________________________]. Each party irrevocably consents to the personal jurisdiction of such courts.

Section 12.4 — Injunctive Relief. Notwithstanding the dispute resolution mechanism selected above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm arising from unauthorized use of Digital Reproductions, breach of confidentiality, or infringement of rights of publicity.

Section 12.5 — Attorneys' Fees. The prevailing party in any dispute arising under this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

ARTICLE XIII: GENERAL PROVISIONS

Section 13.1 — Entire Agreement. This Agreement, together with all Exhibits attached hereto, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions.

Section 13.2 — Amendments. This Agreement may be amended or modified only by a written instrument signed by both parties.

Section 13.3 — Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

Section 13.4 — Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision or the right to enforce it at a later time.

Section 13.5 — Assignment. Licensor may not assign this Agreement without Licensee's prior written consent. Licensee may not assign this Agreement without Licensor's prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of Licensee's assets, provided the assignee assumes all obligations under this Agreement.

Section 13.6 — Notices. All notices under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier; (c) sent by certified or registered mail, return receipt requested; or (d) sent by email with confirmed receipt, to the addresses set forth above or as updated by written notice.

Section 13.7 — Force Majeure. Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemics, government orders, or natural disasters.

Section 13.8 — Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

Section 13.9 — Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

Section 13.10 — Compliance with Laws. Each party shall comply with all applicable federal, state, local, and international laws, regulations, and ordinances in connection with its performance under this Agreement.

Section 13.11 — Accessibility. Licensee shall make reasonable efforts to ensure that Digital Reproductions comply with applicable accessibility standards when used in public-facing content.

ARTICLE XIV: STATE-SPECIFIC ADDENDA

Section 14.1 — California Addendum. If this Agreement is performed in or Licensor is a resident of California:

(a) AB 2602 Compliance: Any provision authorizing the creation of a Digital Replica must include a reasonably specific description of the intended use (see Exhibit B). If Licensor provides personal or professional services, Licensor must be represented by legal counsel or a labor union. Provisions not meeting these requirements are void and unenforceable under Cal. Civ. Code § 1799.200 et seq.

(b) AB 1836 Compliance (Post-Mortem): Use of a deceased personality's Digital Replica within 70 years of death requires prior consent from the estate. Minimum statutory damages of $10,000 per violation apply. Exceptions exist for commentary, news, satire, and documentary works.

(c) Cal. Civ. Code § 3344: Knowing use of Licensor's Identity Attributes without consent subjects Licensee to minimum $750 statutory damages plus actual damages, profits, and attorneys' fees.

Section 14.2 — Tennessee Addendum. If this Agreement is performed in or Licensor is a resident of Tennessee:

(a) ELVIS Act (Tenn. Code Ann. § 47-25-1101 et seq.): The definition of protected attributes includes "Voice," defined as a sound readily identifiable and attributable to a particular individual, regardless of whether it contains the actual voice or a simulation thereof.

(b) Unauthorized AI voice cloning constitutes a Class A misdemeanor (up to 11 months, 29 days imprisonment; up to $2,500 fine) plus civil liability.

(c) The right of publicity in Tennessee is perpetual so long as it is continuously exploited commercially.

Section 14.3 — New York Addendum. If this Agreement is performed in or Licensor is a resident of New York:

(a) Digital Replica Contracts Act (eff. Jan. 1, 2025): Contractual provisions for the creation of a Digital Replica that would replace work the performer otherwise would have performed are void and unenforceable unless specific conditions are met.

(b) SB 8420 (Synthetic Performer Disclosure): Advertisers must conspicuously disclose when a synthetic performer appears in an advertisement.

(c) SB 8391 (Post-Mortem Digital Replicas): Authorization from heirs/executors is required for commercial use of deceased individual's digital likeness. The likelihood-of-deception requirement has been removed; plaintiff need only show the digital replica was not authorized. Duration: 40 years post-mortem.

Section 14.4 — Texas Addendum. If this Agreement is performed in or Licensor is a resident of Texas:

(a) Tex. Prop. Code §§ 26.001–26.015: Right of publicity survives death for 50 years.

(b) Tex. Bus. & Com. Code § 503.001: Capture of biometric identifier (including voiceprint) requires informed consent.

Section 14.5 — Florida Addendum. If this Agreement is performed in or Licensor is a resident of Florida:

(a) Fla. Stat. § 540.08: Unauthorized commercial use of name or likeness subjects violator to civil liability.

(b) Right of publicity survives death for 40 years under Fla. Stat. § 540.08(4).

Section 14.6 — Illinois Addendum. If this Agreement is performed in or Licensor is a resident of Illinois:

(a) Right of Publicity Act (765 ILCS 1075): Protects identity attributes including voice.

(b) Biometric Information Privacy Act (740 ILCS 14): Requires written informed consent before collection of biometric data, including voiceprints. Private right of action with statutory damages of $1,000 per negligent violation and $5,000 per intentional/reckless violation.

Section 14.7 — EU/International Addendum. If Digital Reproductions will be distributed within the European Union or European Economic Area:

(a) EU AI Act (Regulation (EU) 2024/1689), Article 50: Providers must ensure AI-generated content is marked in a machine-readable format as artificially generated. Deployers must disclose that content has been artificially generated or manipulated.

(b) General Data Protection Regulation (GDPR): Processing of biometric data constitutes processing of special category data under Article 9, requiring explicit consent or another lawful basis. Data subjects retain rights of access, rectification, erasure, and portability.

(c) Licensee shall designate a GDPR-compliant data processor and execute a Data Processing Agreement as needed.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Digital Likeness and AI Voice Cloning Consent and Licensing Agreement as of the Effective Date.

LICENSOR:

Signature: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

LICENSEE:

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

WITNESS (Recommended):

Signature: ________________________________________

Printed Name: [________________________________]

Date: [__/__/____]

NOTARIZATION (Optional but Recommended):

State of [________________________________]
County of [________________________________]

On this [____] day of [________________________________], 20[____], before me, a Notary Public, personally appeared [________________________________], known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that they executed the same in their authorized capacity, and that by their signature on the instrument, the person, or the entity upon behalf of which the person acted, executed the instrument.

WITNESS my hand and official seal.

Signature: ________________________________________
Notary Public
My Commission Expires: [__/__/____]

[NOTARIAL SEAL]

EXHIBIT A: DESCRIPTION OF IDENTITY ATTRIBUTES AND SOURCE MATERIALS

A.1 — Identity Attributes to Be Reproduced

A.2 — Source Materials

A.3 — Technical Specifications of AI System

EXHIBIT B: DETAILED DESCRIPTION OF PERMITTED USES

Purpose: This exhibit provides the "reasonably specific description" of intended uses required under California AB 2602 and industry best practices. Each permitted use must be described with sufficient specificity to allow Licensor to make an informed decision.

Use 1:

Use 2:

Use 3:

(Attach additional pages as needed.)

EXHIBIT C: COMPENSATION SCHEDULE

EXHIBIT D: APPROVED CONTENT GUIDELINES AND BRAND STANDARDS

D.1 — Approved Content Parameters

Licensor approves the following content guidelines for Digital Reproductions:

D.2 — Required Disclosures and Credits

All public-facing Digital Reproductions shall include:

☐ On-screen/in-audio disclosure of AI generation
☐ Credit to Licensor: [________________________________]
☐ Machine-readable provenance metadata (C2PA or equivalent)
☐ Platform-specific AI content labels
☐ Other: [________________________________]

Sources and References

• Tennessee ELVIS Act — Tenn. Code Ann. § 47-25-1101 et seq. (eff. July 1, 2024): https://www.tn.gov/governor/news/2024/1/10/tennessee-first-in-the-nation-to-address-ai-impact-on-music-industry.html
• California AB 2602 (Digital Replica Contracts, eff. Jan. 1, 2025): https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=202320240AB2602
• California AB 1836 (Posthumous Digital Replicas, eff. Jan. 1, 2026): https://www.fenwick.com/insights/publications/californias-new-ai-laws-limit-uses-of-digital-likeness
• New York Digital Replica Contracts Act (eff. Jan. 1, 2025): https://publications.lawschool.cornell.edu/jlpp/2025/02/11/the-digital-replica-contracts-act-an-evaluation-of-new-yorks-new-protections-for-performing-artists/
• New York SB 8391 and SB 8420 (2025): https://www.skadden.com/insights/publications/2026/01/two-newly-enacted-new-york-laws-will-regulate
• SAG-AFTRA AI Provisions and Digital Replica Agreements: https://www.sagaftra.org/contracts-industry-resources/member-resources/artificial-intelligence
• EU AI Act, Article 50 (Deepfake Transparency): https://artificialintelligenceact.eu/article/50/
• Illinois Biometric Information Privacy Act (740 ILCS 14): https://www.ilga.gov/legislation/ilcs/ilcs3.asp?ActID=3004
• Right of Publicity Statutes by State: https://rightofpublicity.com/statutes
• SAG-AFTRA / Replica Studios AI Voice Agreement: https://www.sagaftra.org/sag-aftra-and-replica-studios-introduce-groundbreaking-ai-voice-agreement-ces

This template is provided by ezel.ai for informational and educational purposes only. It does not constitute legal advice. AI voice cloning, digital likeness, and right-of-publicity laws are rapidly evolving. Consult qualified legal counsel licensed in your jurisdiction before executing this agreement.