COPYRIGHT LICENSE AGREEMENT
This license agreement ("Agreement") is made this _______ day of _______, 20___, by and between
_______ ("Licensor") of _______ and _______ ("Licensee") of _______.
WHEREAS, Licensor is the owner of all right, title and interest in and to that certain work known by
the parties as _______ ("Work"), including all rights under copyright law in the United States and
worldwide and desires to grant Licensee the right to exploit said Work, subject to the terms and
conditions of this Agreement; and
WHEREAS, Licensee desires to receive said license under the terms and conditions set forth in this
For the mutual promises exchanged herein, the parties hereby agree as follows:
1. Licensor hereby grants to Licensee an exclusive worldwide license to exploit the Work through the
exercise of any and all of the rights held by Licensor in the Work, including but not limited to the right to
reproduce the Work in copies or phonorecords, including on the world wide web and intranets; the right
to prepare derivative works based on the Work; the right to distribute copies or phonorecords of the
copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending
including by electronic publishing; the right to perform the Work publicly; and the right to display the
2. Licensee hereby agrees to pay Licensor a running royalty ("Royalty") in the amounts and manner
set forth in Schedule A to this Agreement. In the event of a material breach of this Agreement, the party
who committed the breach shall have thirty days after receipt of notice of the breach to cure the breach. A
failure to cure within this period shall give the party alleging the breach the right to terminate the
Agreement. A failure to make a Royalty payment shall be considered a material breach.
3. Unless terminated earlier as provided herein, the term of this Agreement shall be for the duration of
the term of copyright protection for the Work on a country-by-country basis; in no event shall a Royalty
be paid for exploitation of the Work in any country in which copyright protection for the Work has lapsed
or otherwise does not exist.
4. Upon reasonable notice, and not more than once per annum, Licensor shall have the right to audit
the accounting records of Licensee relating to this Agreement, which records shall be kept by Licensee
using generally accepted business practices.
5. Neither party to this Agreement shall have the right to assign the Agreement without the prior
written consent of the other party.
6. Licensee shall use its best efforts to maximize the amount of Royalty payable to Licensor, but shall
have the right to terminate this Agreement with or without cause upon thirty days prior written notice to
7. This is the complete agreement of the parties regarding this subject matter; no amendments shall be
made except in writing signed by the parties; and the law governing this Agreement shall be that of the
State of _______ (without respect to its conflict of laws provisions).
[SIGNATURES AND ACKNOWLEDGMENT]