MULTIMEDIA LICENSE AGREEMENT This Agreement is made as of [EFFECTIVE DATE] between [NAME OF OWNER] (the "Owner") and [NAME OF DEVELOPER] (the "Developer"). 1. Background: Owner owns, controls or is in possession of the materials described in Exhibit 1 to this Agreement (the "Licensed Materials"). Developer desires to license all or part of these Licensed Materials for use in a multimedia program (the "Licensed Product"). Accordingly, the parties agree as follows. 2. Definitions: The following definitions shall apply to this Agreement. "Licensed Materials" means the materials described in detail in Exhibit 1 to this Agreement. "Licensed Product" means the following multimedia program: [DESCRIBE MULTIMEDIA PROGRAM]. "Derivative Works" means a work that is based upon one or more preexisting works, such as a revision, modification, translation, abridgment, condensation, expansion or any other form in which such a preexisting work may be recast, transformed or adapted, and that, if prepared without authorization by the owner of the preexisting work, would constitute copyright infringement. "Territory" means [SPECIFY TERRITORY, FOR EXAMPLE, "worldwide" OR "United States"]. 3. License Grant: Owner hereby grants Developer a nonexclusive license in the Territory defined in Clause 2 to: • use and create Derivative Works from the Licensed Materials • incorporate the Licensed Materials and/or Derivative Works thereof within the Licensed Product, • reproduce, publicly display and publicly perform the Licensed Materials, as incorporated in the Licensed Work, in any manner, medium or form whether now known or hereafter devised, and • market, promote, sell, license Licensed Materials and Derivative Licensed Product, both directly to distributors, dealers, resellers, and/or distribute copies of the Works thereof as part of the end users and indirectly through agents and other third parties.
Developer shall not distribute or transfer in any way any copy of all or part of the Licensed Materials separate and apart from the Licensed Product. 4. Payment and Delivery: On execution of this Agreement, Developer agrees to pay Owner as follows: [SPECIFY AMOUNT AND FORM OF PAYMENT, SUCH AS "cash"]. Owner shall deliver the Licensed Materials to Developer within [NUMBER OF DAYS] days after execution of this Agreement. 5. Term of the License: This license commences on the date it is executed and shall continue for a period of [NUMBER OF YEARS] years unless earlier terminated in accordance with the terms of this Agreement. 6. Termination of the License: Each party has the right to terminate this Agreement if the other party has materially breached any obligation or warranty herein and such breach remains uncured for a period of 30 days after notice of such breach is sent to the other party. Upon termination of this Agreement, Developer shall promptly return to Owner all Licensed Materials and any other property of Owner held by it. If this Agreement is terminated for any reason other than Developer's uncured material breach of its terms, Developer may continue to distribute existing Licensed Product already in inventory as of the effective date of termination. 7. Use of Licensed Materials: Owner acknowledges and agrees that Developer shall have sole discretion to determine the manner in which Licensed Materials are used in the Licensed Product. Developer may edit or otherwise alter the Licensed Materials and may combine them with other materials as it deems necessary for inclusion in the Licensed Product. 8. Moral Rights Waiver: Owner waives any and all moral rights or any similar rights in the Licensed Materials and agrees not to institute, support, maintain or permit any action or lawsuit on the grounds that the Licensed Product: • constitutes an infringement of any moral right or any similar right • is in any way a defamation or mutilation of the Licensed Materials • damages Owner's reputation, or
• contains unauthorized variations, alterations, changes or translations of the Licensed Materials. 9. Copies of Licensed Materials: Owner acknowledges that in the course of preparing the Licensed Product, Developer may have to make copies and/or other reproductions of the Licensed Materials. Subject to the terms of this Agreement, Owner agrees that Developer shall have the right to possess and use such copies during the term of this Agreement. Developer shall not make any copies or other reproductions of the Licensed Materials after this Agreement terminates. 10. Copyright Notice and Credit Line: The following copyright notice and credit line must appear in connection with Developer's use of the Licensed Materials: "[COPYRIGHT NOTICE AND CREDIT LINE]" 11. Publicity/Privacy Releases: Developer shall obtain all necessary releases to enable Developer to utilize the Licensed Materials pursuant to this Agreement without violating any third party's privacy or publicity rights. This includes, but is not limited to, the releases of all persons or organizations whose name, voice, likeness, portrayal, impersonation or performance is included in the Licensed Materials. 12. Representations and Warranties: Owner hereby represents and warrants to Developer as follows: (a) Owner is the owner of all right, title and interest, including copyright, in all the Licensed Materials, or has the authority to enter into this Agreement on behalf of the owner. (b) Owner has not granted any rights or licenses to the Licensed Materials that would conflict with Owner's obligations under this Agreement. (c) Owner will not enter into any agreement with any third party which would affect Developer's rights under this Agreement, or bind Developer to any third party, without Developer's prior written consent. (d) Developer's use of the Licensed Materials as authorized by this Agreement will not infringe any existing copyright, trade secret, patent or trademark rights of any third party. 13. Indemnification: Owner shall indemnify Developer against all claims, liabilities and costs, including reasonable attorney fees, of defending any claim or suit arising by reason of Owner's
breach of any condition, warranty or representation contained in this Agreement. 14. General Provisions: The following provisions shall apply. (a) This Multimedia License Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such subject matter. Any modifications to this Agreement must be in writing and signed by both parties. (b) This Agreement will be governed by the laws of the State of [STATE]. (c) Notices and correspondence to Owner should be sent to: [NAME AND ADDRESS OF OWNER]. (d) Notices and correspondence to Developer should be sent to: [NAME AND ADDRESS OF DEVELOPER]. (e) This Agreement is not assignable by either party without the consent of the other. Owner:[NAME OF OWNER] By: ____________________________________ (Signature)
________________________________________ (Typed or Printed Name) Title: Date: _________________________________ _________________
Developer:[NAME OF DEVELOPER] By: ____________________________________ (Signature)
________________________________________ (Typed or Printed Name) Title: _________________________________
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EXHIBIT 1 The Licensed Materials are as follows: [DESCRIBE MATERIALS IN DETAIL; SPECIFY IF MATERIALS ARE TO BE PROVIDED IN A PARTICULAR FORMAT, SUCH AS ON COMPUTER DISK OR CD-ROM.]