License for Website Use of Art
This License Agreement will allow someone to use
another’s art on the internet for their own purposes.
Art is like any other work, such as a piece of
writing, and is owned by its creator. In order to be
able to use the art appropriately without possible
recourse from its owner, there should be a License
Agreement between the parties.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY,
EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND
COMPLETENESS. They are for guidance and should be modified to meet your needs and the
laws of your state. Use at your own risk. Docstoc and anyone who participated in providing or
modifying any form is not creating or entering into an Attorney-Client relationship. Docstoc
does not provide legal advice. The information and forms are not a substitute for the advice of
your own attorney.
LICENSE FOR WEBSITE USE OF ART
This Web Site Art License Agreement is made and entered between _______________
[WEB SITE OWNER’S NAME], a sole proprietorship located at _______________
[ADDRESS] in the State of _______________ [STATE], (“Owner”), and
_______________ [ARTIST’S] NAME, an individual doing business at
_______________ [ADDRESS] in the State of _______________ [STATE] (“Artist”).
Owner and Artist collectively are referred to as “Parties.”
In consideration of the foregoing premises and the mutual covenants set forth in this
agreement and other valuable considerations, Parties agree as follows:
1. GRANT OF LICENSE
Artist hereby grants Owner a non-exclusive worldwide license to use the art
described as _______________________ (“the art”) on Owner’s site. This license
allows Owner to make suitable graphics file formats for placement on the site and
such graphic depictions of the art may be used on the site.
This license does not allow Owner to grant any sub-licenses of any kind with
respect to the art. Upon execution of this agreement Artist shall deliver to Owner
hard copies of such art. Artist shall also provide access to original work of the art
in order to assist Owner in the creation of graphical depiction for placement on
the site. This license does not permit Owner to modify the art in any way except
into graphic formats as needed to be published on the site.
2. PAYMENT FOR USE
In consideration for the grant of license to use the art, Owner agrees to make a
one-time payment to the artist in the amount of $___________. Should Owner
desire to use the art in ways other than those specified in this agreement,
additional agreements and payments will be required.
3. WARRANTIES
Artist warrants that the art provided pursuant to this license does not violate any
agreement or obligation between Artist and any third party. Artist warrants that
the art delivered to Owner will not infringe any copyright, patent, trade secret, or
any other proprietary right held by any third party. Artist warrants that the art
provided pursuant to this license has not previously been sold to any third party
nor do any third parties have exclusive rights to the art work.
© Copyright 2011 Docstoc Inc. 2
4. INDEMNITY
To the fullest extent allowed by applicable law, each party shall indemnify,
assume the defense of, and hold harmless, the other party and its directors,
officers, employees, and agents from every claim, loss, damage, injury, expense
(including attorney’s fees), judgment, and liability of every kind, nature, and
description arising in whole or in part from the indemnifying party’s negligent,
fraudulent, or illegal acts or omissions except, as to the party requesting
indemnification, to the extent such liability results in whole or in part from the
unauthorized, negligent, fraudulent, or illegal act or omission of the party
requesting indemnification.
5. PROPRIETARY RIGHTS
By signing this agreement, Owner understands and agrees that Artist shall keep
all exclusive rights in the art and to all proprietary rights in relation to the art
including, but not limited to, the copyright or any other rights that may exist under
applicable law. Further, Owner agrees not to contest, dispute, or take any actions
with regard to the proprietary rights of Artist and the art and its depictions.
Artist shall have the right to obtain and apply for a copyright registration relative
to the graphical depiction of the art to the extent separate copyright is available or
necessary.
Artist shall have the sole and exclusive right to bring any claim, suit, or demand
against a third party for infringement upon the proprietary rights of the Artist and
the art.
6. AMENDMENTS TO AGREEMENT
This agreement may only be amended by a writing signed by Artist and
authorized by Owner.
7. LEGAL DISPUTES
This agreement shall be governed by the laws of the state of _______________
[OWNER’S STATE]. The parties waive any right to argue conflict of law
principles. The Parties agree that any claim or dispute between them or against
any agent, employee, successor, or assign of the other party, whether related to
this agreement or otherwise, and any claim or dispute related to this agreement
shall be first taken to arbitration. Any award of the arbitrator may be entered as a
judgment in any court of competent jurisdiction. Further, should either party,
successor, or assign of either party bring leading proceedings in connection with
this agreement the party or parties prevailing in such proceedings shall be entitled
to their reasonable attorney’s fees and costs from the non-prevailing party, in
addition to any other such relief as may be granted.
© Copyright 2011 Docstoc Inc. 3
8. NON-WAIVER
No failure or neglect of either party hereto in any instance to exercise any right,
power or privilege under this agreement or under applicable law shall constitute a
waiver of any other right, power or privilege in any other instance. All waivers by
either party must be in wiring and signed by the party to be charged.
9. ENTIRE AGREEMENT
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 the Parties respecting the subject matter
of this Agreement. This Agreement may be amended only by a writing signed by
duly authorized representatives of both parties. If any term, provision, covenant,
or condition of this Agreement, or the application to any person, place, or
circumstance, shall be held to be 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.
OWNER ARTIST
__________________________ ______________________________
Authorized Signature Authorized Signature
__________________________ ______________________________
Print Name/ Title Print Name/ Title
© Copyright 2011 Docstoc Inc. 4
the work product to be created for the Developer, the Developer is hereby
granted a worldwide, royalty free, perpetual, irrevocable license to use,
distribute,, modify, publish, and otherwise exploit the incorporated items in
connection with the work product that is developed for the Developer.
3.4 Programmer shall be the original author of all Deliverables and shall not
provide any Deliverables or any portion of any Deliverable that infringes upon
the intellectual property rights (copyright, patent, trademark, moral rights,
privacy rights, trade secrets, or any other right) of any other party.
Programmer hereby indemnifies and holds Developer and Clients harmless from
and against any alleged, threatened or actual infringement asserted by any
third party, which indemnification shall include ongoing payment of costs and
attorney fees of defending or otherwise addressing any such claimed
infringement related to Programmer’s Deliverables.
3.5 Programmer represents and warrants that it shall be the sole and exclusive
author of all Deliverables and that no other party shall have any rights or
claims thereto. Programmer shall not subcontract any work provided hereunder
to any independent contractor. All work must be performed by the Programmer
and its bona fide employees.
3.6 Programmer shall promptly fix any and all “bugs” or other defects in the
Deliverables upon notice thereof from the Developer. This obligation shall
survive the termination of this Agreement and the delivery and acceptance of
any Deliverables.
ARTICLE IV
CONFIDENTIAL INFORMATION
4.1 Programmer will not, during or subsequent to the term of this Agreement, use
Developer's or any Client’s Confidential Information for any purpose
whatsoever other than the performance of the Services on behalf of Developer
or disclose Developer's Confidential Information to any third party, without
the advanced written authorization of the Developer and/or the relevant Client.
Programmer further agrees to take all reasonable precautions to prevent any
unauthorized disclosure of such Confidential Information including, but not
limited to, limiting access to such information to individuals within its
organization that have a bona fide need to know of such information, having
each employee of Programmer, if any, with access to any Confidential
Information execute a nondisclosure agreement containing provisions and
restrictions substantially similar to those contained in this Agreement.
4.2 Programmer will indemnify Developer and any Client and hold them harmless from
and against all claims, liabilities, damages and expenses, including
reasonable attorneys fees and costs of suit, arising out of or in connection
with, any violation or claimed violation of a third party's rights resulting
in whole or in part from Developer's or any Client’s use of the work product
of Programmer under this Agreement.
4.3 Programmer shall not be permitted to make any press releases or disclose to
any other party, in any marketing or advertising material or any other means
of communication, the existence of the relationship between Developer and
Programmer or the existence or any terms of conditions of this Agreement or
that work is being performed relative to any Client.
4.4 For purposes of this Agreement, the term "Confidential Information" means and
includes, any and all proprietary information of any nature or kind, technical
data, trade secrets or know-how, including, but not limited to, research,
product plans, products, services, customers, customer lists, markets,
software, developments, inventions, processes, formulas. technology, designs,
drawings, engineering, hardware configuration information, marketing,
finances or other business information disclosed by Developer either directly
or indirectly in writing or orally. Confidential Information does not include
information which (i) is known to Programmer at the time of disclosure to
Programmer by Developer or any Client as evidenced by written records of
Programmer, (ii) has become publicly known and made generally available through
no wrongful act of Programmer or (iii) has been rightfully received by
Programmer from a third party who is authorized to make such disclosure.
4.5 Upon the termination or expiration of this Agreement, or upon Developer's
earlier request, Programmer will deliver to Developer all of Developer's
property or Confidential Information in tangible form that Programmer may have
in Programmer's possession or control.
4.6 Programmer agrees that it would be impossible ascertain Developer's or any
Client’s damages from any breach of the covenants set forth in this Article
IV. As such, Programmer agrees that if Programmer breaches any provision of
this Article IV, Developer or any relevant Client may chose, in addition to
any other right or remedy available, the right to obtain from any court of
competent jurisdiction an injunction restraining such breach or threatened
breach. Programmer further agrees that no bond or other security shall be
required in obtaining such equitable relief and Programmer hereby consents to
the issuances of such injunction and to the ordering of such specific
performance.
ARTICLE V
TERM AND TERMINATION
5.1 This Agreement shall commence on the effective date hereof and shall remain
in effect until the earlier of the completion of all services called for
hereunder to be performed by the Consultant, or the earlier termination of this
Agreement as provided in this Article V.
5.2 This Agreement may be terminated by the customer, with or without cause, by
giving ten (10) business days written notice of such termination to the
Consultant.
5.3 Customer may terminate this Agreement immediately upon written notice to the
Consultant in the event that the Consultant substantially breaches or defaults
under any of Consultant’s obligations contained in this Agreement or if the
Consultant is unable to or refuses to perform services hereunder.
5.4 Upon the effective date of any termination of this Agreement, all legal
obligation, rights and duties arising out of this Agreement shall terminate
except that: (i) Customer shall remain obligated to pay any balance due to the
Consultant for services provided hereunder: (ii) the Confidentiality
Restrictions, Ownership of Proprietary Rights Provisions, and Independent
Contractor provisions of this Agreement shall continue to apply and shall
survive the termination of this Agreement as ongoing covenants between the
parties; (iii) Consultant shall have the continuing obligation to return to
the Customer all tangible and intangible property of the customer and all
versions of any Proprietary Products of the customer or developed for the
Customer during the effectiveness of this Agreement; and (iv) Consultant shall
have the ongoing duty and obligation to confirm in writing and take all
reasonable steps to secure proprietary right in the Proprietary Products
developed pursuant to this Agreement in the name and exclusive ownership of
the Customer.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 Notices. Any notification or written communication required by or contemplated
under the terms of this Agreement shall be in writing and shall deemed to be
delivered if transmitted via Email at the Email addresses listed below, except
for any notice of termination of this Agreement which shall be in writing and
sent by United States Mail, Certified Mail, Return Receipt Requested and shall
be deemed to have been delivered five (5) business days after the date of
mailing. Addresses and Email addresses for such notices shall be:
If To Consultant: _____________________________________________
If To Customer: ______________________________________________
6.2 No Assignment. The Services to be performed by Consultant hereunder are
personal in nature, and Customer has engaged Consultant as a result of
Consultant's unique expertise relating to such Services. Neither this
Agreement nor any right, interest, duty or obligation hereunder may be
assigned, transferred or delegated by Consultant without the express written
consent of Customer which consent may be withheld in the discretion of the
Customer.
6.3 Independent Contractor Status. The parties agree that Consultant shall be an
independent contractor and not an agent, employee or representative of
Customer. Customer shall have no right to direct or control the details of the
Consultant’s work. Consultant shall not receive any fringe benefits or other
perquisites that the Customer may provide to its employees and Consultant
agrees to be responsible for its own business overhead and costs of doing
business and to furnish (or reimburse Customer for) all tools and materials
necessary to accomplish the services required of the Consultant pursuant to
this Agreement, and shall incur all expenses associated with performance,
except as expressly provided in Exhibits or amendments to this Agreement.
Consultant shall be responsible for paying all taxes on payments received
pursuant to this Agreement and that Customer shall have no obligation to
withhold taxes from service fees payable to the Consultant hereunder.
Consultant hereby indemnifies and holds the customer harmless any obligation
that may be imposed on Customer (i) to pay in withholding taxes or similar items
or (ii) resulting from Consultant's being determined not to be an independent
contractor.
6.4 Arbitration. Except as specifically provided in this Agreement, the parties
agree that any dispute or controversy arising out of, relating to or in
connection with the interpretation, validity, construction, performance,
breach or termination of this Agreement shall be submitted to binding
arbitration to be held in _____________ in accordance with the rules of the
American Arbitration Association (the "Rules"). The decision of the arbitrator
shall be final, conclusive and binding on the parties to the arbitration.
Judgment may be entered on the arbitrator's decision in any court of competent
jurisdiction. The parties shall each bear their own attorney fees with respect
to such Arbitration but shall share equally the other costs and expenses of
arbitration.
6.5 In interpreting the terms of this Agreement, the parties agree that the laws
of the State of ___________ shall be applicable. All suits permitted to be
brought in any court shall be venued in __________ County, State of
____________.
6.6 This Agreement contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supercedes and replaces all prior
discussions, agreements, proposals, understandings, whether orally or in
writing, between the parties related to the subject matter of this Agreement.
This Agreement may be changed, modified or amended only in a written agreement
that is duly executed by authorized representatives of the parties. If any
provisions hereof is deemed to be illegal or unenforceable by a court of
competent jurisdiction, the enforceability of effectiveness of the remainder
of the Agreement shall not be effected and this Agreement shall be enforceable
without reference to the unenforceable provision. No party’s waiver of any
breach or accommodation to the other party shall be deemed to be a waiver of
any subsequent breach.
IN WITNESS WHEREOF, the parties hereto have duly entered and executed this
Agreement as of the day and year first above written and represent and warrant that
the party executing this Agreement on their behalf is duly authorized.