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.