Merchandising and Marketing Agreement

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									This document sets forth an agreement for the merchandising and marketing rights for a
specified asset, such as a motion picture, book, or television program. As drafted, the
licensor grants the licensee an exclusive manufacturing and marketing license. The
licensee has the right to manufacture, advertise, distribute and sell the asset. The
licensee is required to maintain product liability insurance and the parties agree to first
mediate disputes before submitting disputes to a court of law. This document can be
customized to fit the needs of contracting parties.
This AGREEMENT (hereafter “Agreement”) is effective upon signing on ____________,
201___, between________________, [NAME OF BUSINESS ISSUING THE RIGHTS]a
business located at______________________ [ADDRESS OF ISSUING BUSINESS]in the
State of ______________ (hereafter “Licensor”) and _____________________[NAME OF
located at________________________ [ADDRESS OF RECEIVING BUSINESS]in the State
of __________________(hereafter “Licensee”). This Agreement is for the merchandising and
marketing rights for the motion picture/book/television program, __________________,
hereinafter referred to as the “Asset”.
{Instruction: Cross or delete out the media that do NOT apply.}

Except where it is otherwise stipulated in this Agreement or where there are other requirements
in the context, the following terminology shall contain meanings as follows:

   (a)        Parties: Licensor and Licensee

   (b)        A party: Either Licensor or Licensee

   (c)        A third party: Any party other than Licensor or Licensee

   (d)        Licensed Product: ________________________________________

   (e)        Licensed Materials: ______________________________________

In consideration of the foregoing premises and the mutual covenants set forth in this Agreement
and other valuable considerations, the parties agree as follows:


   Licensor grants to Licensee for the term of this Agreement, subject to the terms and
   conditions set forth in this Agreement, and Licensee hereby accepts, the exclusive right,
   license and privilege to use the concepts, likenesses and visual representations as included in
   Asset solely and only in connection with the manufacture, advertising, distribution and sale
   of the article or under the terms and conditions stated herein. Licensee agrees that it will not
   use this license in any manner not specifically authorized by this Agreement.

   Nothing in this Agreement shall be construed to prevent Licensor from granting any other
   licenses for the use of the Asset rights in any manner whatsoever except Licensor agrees it
   will not grant other licenses effective during the term of this Agreement for merchandising
   and marketing purposes. Licensor specifically reserves all rights not granted in this
   Agreement, including but not limited to, premium rights. For purposes of this Agreement,

© Copyright 2013 Docstoc Inc.                                                             2
   premium rights shall mean use of the Asset properties in such manner as to identify it with a
   particular product or service other than that which is agreed to between Licensor and


   This Agreement commences on ___________, 201___, and shall continue until
   _______________ 20_____ or upon one party’s termination of this Agreement. At the end of
   the term set forth, this Agreement automatically expires unless otherwise agreed to in writing
   prior to the date of expiration. Termination of this Agreement must also be provided in

   Licensor may terminate this Agreement under the following circumstances:

   Licensee files a petition in bankruptcy; is adjudicated as bankrupt; if a petition in bankruptcy
   is filed against Licensee; if Licensee becomes insolvent or makes an assignment for the
   benefit of its creditors or an arrangement pursuant to any bankruptcy law; if Licensee
   discontinues its business or if a receiver is appointed for it or its business, the License
   granted hereunder, without notice. Under all of the situations in this clause, the license shall
   terminate automatically, unless Licensor elects--in writing--to continue the Agreement. Any
   such election by Licensor will NOT act as a waiver of any future obligations of Licensee and
   will NOT preclude any future automatic or discretionary termination due to a subsequent
   violation of any term or terms contained in this clause.

   If Licensee shall violate any of its obligations or conditions under the terms of this
   Agreement, Licensor shall have the right to terminate this Agreement by providing twenty
   (20) days notice in writing. If Licensee remedies the breach of this Agreement to the
   satisfaction of Licensor prior to the expiration of the twenty (20) days then the termination
   shall not become effective.

   If the License granted is terminated all compensation accrued shall become due and payable
   immediately to Licensor, and Licensor shall not be obligated to reimburse Licensee for any
   payment paid by Licensee to Licensor.


   Upon expiration of the License granted in this Agreement, or, upon any earlier termination,
   all rights granted to Licensee under this Agreement shall immediately revert to Licensor. At
   no time after of termination or expiration of this Agreement shall Licensee use or refer to
   Asset or related Licensed Properties, except for the disposal of stock as set forth in this
   Agreement. Licensee shall--upon the expiration or termination--turn over to Licensor all
   molds and other materials used to produce the Licensed Products or give Licensor
   satisfactory evidence of their destruction.

© Copyright 2013 Docstoc Inc.                                                             3
   Licensee hereby agrees that at the expiration or termination of this Agreement for any reason,
   Licensee will be deemed automatically to have assigned, transferred and conveyed to
   Licensor any and all copyrights, trademark or service mark rights, goodwill or other right,
   title or interest in and to the merchandising of the Property which may have been obtained by
   Licensee or which may have vested in Licensee in pursuance of any endeavors covered in
   this Agreement. Also, upon expiration or termination of this Agreement, Licensor shall be
   free to license to others the right to use the Licensed Property in connection with the
   manufacture, sale and distribution of the Licensed Products.


   Upon expiration of the term of this Agreement, Licensee shall have the right to dispose of all
   Licensed Products, manufactured at the time of the expiration of the License granted in this
   Agreement, for a period of 90 days after the date of the termination of this contract subject to
   the condition that Licensee pays to Licensor all compensation accrued to such time and
   delivers to Licensor a report in the form required in this Agreement.


   Licensee shall make payment to Licensor for use of the Licensed Materials pursuant to the
   terms set forth:

   Licensee shall pay Licensor ______ percentage of all sales of licensed products.

   Licensee shall pay a fee of __________ ($____) Dollars per month on the first of each month
   during the term of this Agreement for the use of __________ in all marketing materials.
   Payment shall be sent by check/money order via certified mail to Licensor’s address listed
   above or _________________________. [PROVIDE ALTERNATE MAILING

   Untimely payments will be considered a material breach of this Agreement and will be
   considered good cause for termination by Licensor as set forth above. _________

   {Instruction: It is suggested that Licensor have Licensee separately sign or initial the
   above paragraph, to clearly show that Licensee was fully aware of the requirement for
   timely monthly payments--as this issue is a source of conflict in many licensing situations.}


   Licensee shall provide periodic reports to Licensor that are complete and accurate statements,
   certified to be accurate by Licensee, showing the number, description and sales price of all
   Licensed Products distributed and or sold by Licensee during each month occurring in the
   term of this Agreement.

© Copyright 2013 Docstoc Inc.                                                             4
   Reports shall include a statement of any returns made during the preceding month. Reports
   shall be provided to Licensor whether or not any of the Licensed Products have been sold
   during the month for which the report is due. The reports shall be due simultaneously with
   payment as set forth in this Agreement. Receipt or acceptance by Licensor of the statements
   or of any sums paid shall not preclude Licensor from questioning the accuracy or correctness
   of the reports at any time, and if any inconsistencies or mistakes are discovered in such
   reports or payments, they shall immediately be rectified and the appropriate payments made
   by Licensee.


   Licensee shall cause to be imprinted irremovably and legibly on all Licensed Products and on
   at least the front of all packaging, enclosure materials and advertising materials for the
   Licensed Products the complete copyright notice including the name of copyright owner, the
   date of copyright, and the year of the copyright notice. The copyright year shall be the year
   in which the latest revision/version of the respective Licensed Products was issued.

   Licensee shall also cause to be imprinted irremovably and legibly on all Licensed Products
   and on at least the front of all packaging, enclosure materials and advertising materials for
   the Licensed Products any appropriate trademark notice as determined by Licensor.

   Prior to the production of any particular Licensed Product or of any packaging, enclosure,
   promotion and advertising Licensee shall provide Licensor with artwork, samples of
   packaging, enclosures, promotional materials and advertising for Licensor’s written approval
   of the copyright and trademark. Licensor shall also have approval of the manner and style of
   the use of the Asset Properties. Licensee will not deviate from artwork and/or samples once
   approved by Licensor, unless Licensor has given PRIOR written permission. Public sale
   and/or distribution will not be made until Licensor’s approval is obtained. Any sale or
   distribution made of Licensed Products without Licensor’s approval will be considered a
   breach for which Licensor may terminate this Agreement.


   Licensor and Licensee agree that Licensee's utilization of the Asset is conditioned upon
   Licensor's protection of its rights and obtaining the goodwill resulting from such use.
   Licensee agrees to protect Licensor's rights and goodwill as set forth in this Agreement.

   Licensee acknowledges the value of the publicity and goodwill associated with the Asset and
   acknowledges that such goodwill exclusively belongs to Licensor and that of the Asset.
   Licensee further acknowledges that all rights in any additional material, new versions,
   translations, rearrangements, or other changes in the Asset which may be created by or for
   Licensee, shall be and will remain the exclusive property of Licensor and the same shall be
   and will remain a part of the Property under the terms and conditions of this Agreement.

© Copyright 2013 Docstoc Inc.                                                          5
   Licensee shall assist Licensor as requested by Licensor in obtaining and maintaining in
   Licensor's name any and all available protection of Licensor's rights in and to the Asset;
   specifically, Licensee agrees to sign documents, give testimony, provide exhibits, provide
   facts and otherwise cooperate with Licensor and its agents in obtaining registrations,
   assignments, certificates and the like evidencing Licensor's rights in the Asset Property.

   Pursuant to the foregoing, Licensee shall assign over to Licensor, at Licensor's request,
   formal and absolute title subject to the License granted in this Agreement, to any new version
   which may be protected, variation, revision, arrangement of compilation of the Asset,
   ownership of which shall remain absolute in Licensor.


   Licensee shall obtain and maintain at its sole cost and expense throughout the term standard
   Product Liability Insurance, the form of which must be acceptable to Licensor, from a
   qualified insurance company. Licensee shall name Licensor as additional named insured on
   the policy which shall provide protection against any and all claims, demands and causes of
   action arising out of any defects or failures to perform, alleged or otherwise, in the Licensed
   Products or any material used in connection therewith or any use thereof.

   Licensee shall also obtain and maintain at its sole cost and expense throughout the term of
   this Agreement a standard Advertiser's Liability Insurance, the form of which must be
   acceptable to Licensor, from a qualified insurance company. Licensee shall name Licensor
   as additional named insured on the policy


   Licensor warrants it has certain ownership rights in and has the right to grant licenses to
   utilize the names including but not limited to the name of the Feature, characters, artists'
   portrayal of characters, likenesses and visual representations as included in the Asset and to
   grant the rights to Licensee in this Agreement. Licensor warrants it will not grant other
   licenses effective during the term of this Agreement for merchandising and marketing
   purposes to any third party.

   Licensee warrants, represents it will not dispute the title of Licensor in and to the Asset or
   any copyright or trademark of Licensor to Asset nor will it attack the validity of the License
   granted in this Agreement; it will not harm, misuse or bring into dispute the Licensed
   Property; it will manufacture, sell and distribute the Licensed Products in an ethical manner
   and in accordance with the terms and intent of this Agreement; it will not incur any costs
   chargeable to Licensor; it will not enter into any sub-license or agency agreement for the sale
   or distribution of the Licensed Products; it will manufacture, sell and distribute Licensed
   Products of a high standard and of such quality, style and appearance as shall be reasonably
   adequate and suited to their exploitation and to the best advantage and to the protection and
   enhancement of the Asset and the good will pertaining to this Agreement; that such articles

© Copyright 2013 Docstoc Inc.                                                            6
   will be manufactured, packaged, sold and distributed and advertised in accordance with all
   applicable laws; it will diligently and continuously solicit sales of the Licensed Products and
   actively offer the Licensed Products for sale, and make distribution in order to meet orders
   during the entire term of this Agreement; it will coordinate the release, promotion, and
   distribution and sales activities for the Licensed Products with the release of the Asset in
   such manner as Licensor shall request.


   Licensee acknowledges that the failure of the Licensee to cease the manufacture, sale or
   distribution of Licensed Products except as permitted in this Agreement upon the expiration
   or earlier termination of the License or the failure of Licensee to fulfill its obligations as
   specified in this Agreement, will result in immediate and irreparable damage to Licensor and
   to the rights of any other licensee of the Licensed Property. Licensee acknowledges that
   Licensor has no adequate remedy at law for any such failure referred to or referenced to in
   this Agreement and in the event of any such failure, Licensor shall be entitled to equitable
   relief by way of temporary and permanent injunctions, in addition to such other further relief
   as any court of competent jurisdiction may deem just and proper.

   Licensee and Licensor agree that any such remedies are sought in a court of law they will
   first submit to mediation by a mutually agreed-upon mediator. If no agreement can be
   reached in the mediation the aggrieved party is permitted to seek remedy in any court of
   competent jurisdiction as set forth in this Agreement.

   By electing to exercise any remedy as stated above, Licensor has not waived any other rights
   or remedies available to it under this Agreement, or otherwise under applicable law.


   Licensee shall be released from its obligations in this Agreement in the event that
   governmental regulations or conditions arising out of a state of national emergency or war, or
   causes beyond the control of Licensee which renders performance by Licensee impossible.


   Licensor reserves all rights pertaining to the Licensed Property, except as specifically granted
   to Licensee.


   This Agreement does not constitute and shall not be construed as constituting an agency, a
   partnership or joint venture between Licensor and Licensee. Neither party shall hold itself out
   contrary to the terms of this Agreement, and neither Licensor nor Licensee shall become
   liable for any representation, act or omission of the other contrary to the provisions set forth

© Copyright 2013 Docstoc Inc.                                                             7
   in this Agreement. This contract shall not be deemed to give any right or remedy to any third
   party whatsoever unless said right or remedy is specifically granted by Licensor in writing to
   such third party.


   The license granted in this Agreement is and shall be personal to Licensee, and shall not be
   assignable by any act of Licensee or by operation of law. Licensee shall not have Licensed
   Products manufactured for Licensee by a third party unless Licensee first obtains Licensor's
   approval in writing and unless the third party enters into an agreement with Licensor not to
   supply Licensed Products to anyone other than Licensee. Any attempt by Licensee to grant
   sub-licenses or to assign or part with possession or control of the License granted hereunder
   or any of Licensee's rights hereunder shall constitute a material breach of this Agreement.


   Should either party or their successor or assign of either party, resort to legal proceedings
   including mediation or binding arbitration in connection with this Agreement, the party or
   parties prevailing in such legal proceedings shall be entitled, in addition to such other relief
   as may be granted, to recover its or their reasonable attorneys' fees and costs in such legal
   proceedings from the non-prevailing party or parties.

   17.     GOVERNING LAW

   This Agreement shall be governed by and construed in accordance with the laws of the State
   of _______________.

   18.     NON-WAIVER

   No failure or neglect of either party hereto in any instance to exercise any right, power or
   privilege hereunder or under law shall constitute a waiver of any other right, power or
   privilege or of the same right, power or privilege in any other instance. All waivers by either
   party hereto must be contained in a written instrument signed by the party to be charged and,
   in the case of the Company, by an officer of the Company or other person duly authorized by
   the Company.


   This Agreement contains the entire agreement and understanding between the parties and
   supersedes any prior or contemporaneous written or oral agreements, representations and
   warranties between them respecting the subject matter of this Agreement. This Agreement
   may be amended only by a writing signed by Licensee and by a duly authorized
   representative of the Licensor. If any term, provision, covenant or condition of this
   Agreement, or the application to any person, place or circumstance, shall be held to be

© Copyright 2013 Docstoc Inc.                                                             8
   invalid, unenforceable or void, the remainder of this Agreement and such term, provision,
   covenant or condition as applied to other persons, places and circumstances shall remain in
   full force and effect.

LICENSOR                                   LICENSEE

_______________________                    _____________________________

Authorized Signature                       Authorized Signature

______________________                     _____________________________

Print Name and Title                       Print Name and Title

© Copyright 2013 Docstoc Inc.                                                        9

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