LICENSE AND DISTRIBUTION AGREEMENT
This Content License Agreement (the "Agreement") is made as of ______________ (the
"Effective Date") between __________________, located at _______________________
(“Licensor”) and _______________________, located at ______________("Licensee")
hereinafter collectively referred to as the “Parties”.
Licensee maintains site/s on the Internet at ____________________(“Sites”), and, allows its
users to search for and access content on and/or through its Sites.
Licensor owns or has the right to distribute certain content (“Content”), more particularly
described in Schedule A, [Instruction: If applicable] and maintains a related site on the
Internet at _________________ ("Licensor’s Site").
The Parties desire that the Content be distributed through Licensee’s Sites.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants set forth
herein, the Parties agree as follows:
GRANT OF RIGHTS
Licensor grants to Licensee as follows:
1.1. A non-exclusive, worldwide license to use, modify, reproduce, distribute, display and
transmit the Content in electronic form in connection with the Sites via the Internet, and to
permit users of the Sites to download and print the Content for personal use (hereinafter referred
to as the “Rights”). Licensee’s right to modify the Content shall be limited to modifying the
Content to fit the format and look and feel of the Sites.
1.2. A non-exclusive, worldwide, fully paid license to use, reproduce and display Licensor’s
corporate identifications, including all copyright, trademark and similar notices (hereinafter
referred to as the “Marks”): (i) in connection with the presentation of the Content on the Sites;
and (ii) in connection with the marketing and promotion of the Sites. The manner and form of
use of the Marks will be subject to Licensor’s discretion and prior written approval, which
approval will not be unreasonably withheld or delayed following its receipt of a sample, mock-
up or other suitable example which provides a fair representation of the proposed use.
1.3. The right to sublicense the Rights to ________________________[Instruction: Add Sub-
Licensees if applicable]. No Sub-Licensee shall be permitted to further sublicense the Rights or
the Content to any other third party without the express prior written approval of Licensor.
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1.4. Specifically excluded from this License is the right for any user receiving Content from the
Sites to redistribute, reproduce, retransmit, disseminate, sell, publish, broadcast or circulate the
information contained in such Content to anyone without the express written consent of
Licensor. Licensee agrees to use its best efforts to restrict the uses of Content by visitors to its
Sites to personal use of such Content and not for further commercial redistribution.
2.1. This Agreement will become effective as of the Effective Date and shall, unless
terminated as provided below, remain effective for an initial term of twelve (12) months
following the first date of public availability of the Content on a Content page on a Site (the
"Initial Term"). After the Initial Term, this Agreement will be automatically renewed for
successive additional one year periods ("Extension Terms"). This Agreement may be terminated
by either party at any time by giving notice to the other party of not less than sixty (60) days
prior to the end of a Term. As used herein, the "Term" means the Initial Term and any Extension
2.2. Notwithstanding the foregoing, this Agreement may be terminated by either party
immediately upon notice if the other party: (i) becomes insolvent; (ii) files a petition in
bankruptcy; (iii) makes an assignment for the benefit of its creditors; or (iv) any material breach
under this Agreement, which breach is not cured within thirty (30) days following written notice
to such party.
SELECTION, FORMAT, DESIGN AND UPDATING
3.1. With respect to the Content licensed hereunder, Licensee shall have the right to determine,
in its reasonable discretion, the Content it selects to adapt for use on the Sites at any time, and
from time to time subject to the other provisions hereof; provided, however, that the Licensee
shall clearly attribute all Content used on the Sites to Licensor. Notwithstanding the foregoing,
except as may be authorized in advance in writing by Licensor, Licensee shall have no right to
substantively modify in any manner whatsoever, any of the Content licensed hereunder. The
Content which is owned or controlled by a third party shall incorporate such credit designated by
such third party or Licensor and the Licensee and Sub-Licensees shall preserve all such
3.2. Licensor may, at its sole discretion, from time to time, modify and update the Content as
such modifications and/or updates are deemed necessary or desirable by Licensor and the
Licensee shall (to the extent that particular Content is used by the Licensee) use such Content as
modified or updated.
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REMOVAL OF CONTENT
4.1. Licensor may, for good reason, from time to time, request that Licensee remove Content
from the Sites. In such event, Licensee shall complete such removal on the earlier of (i) the first
commercially practicable date on which Licensee could remove such content or (ii) five business
days following receipt of Licensor’s request for such removal. Any such request for removal of
Content shall be accompanied by a just and reasonable cause for its removal.
5.1. During the term of this Agreement, Licensor shall deliver updates of the Content to
Licensee in accordance with the Delivery Specifications set forth in Schedule __. Licensor shall
also provide Licensee with reasonable notice of any significant enhancements that will generally
affect the appearance, updating, delivery or other elements of the Content, and shall make such
enhancements available to Licensee upon commercially reasonable terms.
6.1. Licensee may sell or license all advertising rights with respect to the Content on its own
Sites which are "co-branded" with Licensor. Licensee shall use reasonable commercial efforts to
sell or license such advertising rights; provided, however, that Licensee makes no representation
or warranty with respect to the amount of advertising revenue to be received.
6.2. The Parties agree to divide the advertising revenues and make payments as follows:
WARRANTIES AND REPRESENTATIONS
7.1. Licensor warrants and represents that:
A. it has the right and power to enter into and full perform this Agreement;
B. to the best of Licensor’s knowledge, the Content will not violate any law or infringe upon
or violate the rights, including without limitation all copyright rights, of any individual or entity;
C. it is the rightful owner of the Content and there are no pending claims or litigation with
respect to any of the Content, including without limitation all copyright rights, which may impair
Licensee’s exercise of the rights granted hereunder;
D. it shall provide ongoing technical, administrative, and service oriented assistance
to Licensee related to the transmission, use and maintenance of Content, as Licensee may
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reasonably request. Further, Licensor will use its reasonable best efforts to ensure that the
Content is accurate, comprehensive and updated regularly.
7.2. Licensee warrants and represents that:
A. it agrees to comply with all applicable laws, rules and regulation in connection
with the use of the Content;
B. it agrees that all rights in and to any of the Content not expressly licensed
hereunder are reserved to Licensor;
C. it agrees not to sublicense, assign, transfer, pledge, offer as security, or otherwise
encumber the Content or any of the rights granted hereunder in any way other than as expressly
provided in the Agreement;
D. it agrees not to use any of the Content in any manner or for any purpose
whatsoever other than what has been approved for according terms of this Agreement;
E. it agrees not t