MERCHANDISING AND MARKETING AGREEMENT
This AGREEMENT is effective upon signing on _____________ between________________, a business located at______________________ in the State of ______________ hereafter "Licensor" and _____________________, a business located at________________________ in the State of __________________hereafter referred to as “Licensee”. This agreement is for the merchandising and marketing rights for the motion picture/book/television program, __________________, hereinafter referred to as the “Asset”. 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) (b) (c) (d) (e) Parties: Licensor and Licensee A party: Either Licensor or Licensee A third party: Any party other than Licensor or Licensee Licensed Product: ________________________________________ 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:
1. LICENSE
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 utilize 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 utilize 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, premium rights shall mean use of the Asset properties in such manner as to identify it with a particular product or service other than what is agreed to between Licensor and Licensee.
2. TERM OF LICENSE
This Agreement commences on ___________and shall continue until _______________ 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 writing. Licensor may terminate this agreement under the following circumstances: If Licensee files a petition in bankruptcy or is adjudicated as bankrupt or if a petition in bankruptcy is filed against Licensee or if Licensee becomes insolvent or makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law or if Licensee discontinues its business or if a receiver is appointed for it or its business, the License granted hereunder, without notice, shall terminate automatically.
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MERCHANDISING AND MARKETING AGREEMENT
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.
3. EFFECT OF TERMINATION OR EXPIRATION
Upon expiration of the License granted is this Agreement or the earlier termination all rights granted to Licensee under this Agreement shall immediately revert to Licensor. At the 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. 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 c