VIEWS: 3,189 PAGES: 11 CATEGORY: Protecting Intellectual Property POSTED ON: 11/4/2009
A Copyright License Agreement grants the exclusive right to an individual or entity to publish and sell a written document, photograph, work of art, or other form of intellectual property for an agreed upon amount of time that cannot be longer than the term provided under the Copyright Act of 1976. This Copyright License Agreement contains twelve (12) clauses that contain numerous of the standard terms commonly used in these types of agreements. Additional language may be added to allow for customization to ensure the specific needs of the parties are addressed. This agreement is most useful to copyright owners who would like to license out one or all of the many rights attached to a copyright.
A Copyright License Agreement grants the exclusive right to an individual or entity to publish and sell a written document, photograph, work of art, or other form of intellectual property for an agreed upon amount of time that cannot be longer than the term provided under the Copyright Act of 1976. This Copyright License Agreement contains twelve (12) clauses that contain numerous of the standard terms commonly used in these types of agreements. Additional language may be added to allow for customization to ensure the specific needs of the parties are addressed. This agreement is most useful to copyright owners who would like to license out one or all of the many rights attached to a copyright. COPYRIGHT LICENSE AGREEMENT THIS LICENSE AGREEMENT (this “Agreement”) is made and entered as of the ___ day of _________, 20__ (the “Effective Date”), by and between __________________, located at _____________________ (the “Licensor”), and _____________________, located at ______________________, (the “Licensee”), collectively referred to as (the “Parties”). RECITALS: A. Licensor owns the copyright, title, trademarks and all other related rights in and to the work entitled “_____________” (hereinafter “Work”) and has the exclusive right to license others to produce, copy, make, or sell the Work. B. Licensor, among other things, is engaged in [Insert the business of Licensor]; C. Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, as set forth herein, Licensor and Licensee agree as follows: I. Grant of License and Rights 1.1 The materials that are subject of this Agreement shall consist of the items that are more particularly described in Schedule A which may be amended from time to time by both Parties and duly signed thereafter. 1.2 Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a (non)-exclusive, non-transferable license to use the Work for the Licensed Period in the Territory and to otherwise copy, make, use and sell the Work, and for no other purpose. Licensee may copy and sell the Work in accordance with the terms set forth below, for [Describe where the Work may be manufactured, copied, sold, displayed, marketed or advertised such as on the Internet, promotional activities, point of sale, etc]. Any other use shall be made by Licensee only upon the receipt of prior written approval from Licensor. [Instruction: This license may be granted on an exclusive or non-exclusive basis] II. Ownership of Work 2.1 Licensee acknowledges that Licensor is the sole and exclusive owner of the Work and of all associated U.S. copyright registrations, and Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with this Agreement. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 2.2 Neither Licensee nor its representatives shall have right, title or interest in the Work except as expressly set forth in this Agreement. 2.3 The unauthorized use or distribution of the Work or any part thereof is illegal and could subject the user to substantial money damages. Licensee will be liable for any damage resulting from any violation of this Agreement, including any infringement of copyrights or other proprietary rights. III. Specific Restrictions on Use of Work 3.1 Except as specifically provided elsewhere in this Agreement, Licensee shall not intentionally permit anyone other than themselves or their authorized representatives to use the Work. 3.2 Except as provided, Licensee shall not copy, modify, alter, supplement, reverse engineer or create derivative work of the Work or the idea or concept behind the Work without the prior written permission of Licensor. 3.3 Licensee may not remove, obscure or modify any copyright or other ownership notices included in the Work. All advertisement sales or presentations made to customers or clients of Licensee must bear the copyright or other ownership notices included in the Work. Licensee shall not re-brand the Work or any part thereof. 3.4 This license does not allow Licensee to grant any sub-licenses of any kind with respect to the Work. IV. Term and Termination 4.1 This Agreement shall commence as of the Effective Date and shall continue in full force and effect for a period of one (1) year, and shall automatically renew for additional one (1) year periods, unless either party provides written notice of non-renewal to the other party, not less than sixty (60) days prior to the expiration of any one (1) year term. (or) 4.1 This Agreement shall commence as of the Effective Date and shall continue in full force and effect until such time as either party provides not less than ninety (90) days written notice of termination to the other party. 4.2 In the event that either party believes that the other party has materially breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the license, such party shall so notify the breaching party in writing. The breaching party shall have thirty (30) days from the receipt of notice to cure the alleged breach and to notify the non- breaching party in writing that cure has been effected. If the breach is not cured within the thirty 30 days, the non-breaching party shall have the right to terminate the Agreement without further notice. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 4.3 In the event that Licensee seeks bankruptcy, either voluntarily or involuntarily, Licensor may, at its sole discretion, terminate this Agreement. Upon filing for, or being subjected to bankruptcy, Licensee shall name Licensor as a creditor for all royalties which are due, or may become due, under the terms of this Agreement. 4.4 In the event that Licensee sells all of its assets to a third party, or otherwise ceases to operate in its current form, Licensor, at its discretion, may immediately terminate this Agreement. 4.5 Upon termination or expiration of the license granted under this Agreement, all rights and obligations arising from this Agreement shall cease to exist, except for Licensee’s obligation to pay royalties to Licensor pursuant to the terms herein. 4.6 Upon termination or expiration of this Agreement, Licensor agrees to allow Licensee ___ months to cease all use of the Work, including a reasonable time to change labels, packaging and advertising, and twelve (12) months to exhaust existing inventories of goods bearing the Work. Licensee agrees to discontinue use of the Work, upon termination of this Agreement, as quickly as practicable, and in no event longer than the time specified herein. [Instruction: This paragraph should be modified to fit the exact needs of the Parties] V. Royalties 5.1 In consideration of the grant of license herein, Licensee agrees to pay Licensor a royalty (“Royalty”) in accordance with Schedule B attached hereto and incorporated by reference. 5.2 Failure of Licensee to make any payment required under this Agreement when such payment is due, shall, at Licensor’s option, terminate this Agreement. Licensor will provide written notice to Licensee of termination of this Agreement for failure to make a required payment, within thirty (30) days from the due date of the payment. VI. Use of Work 6.1 Licensor shall have control over the quality of use of the Work and the quality of goods sold under this license. At the option of Licensor, all advertisements and packaging of the Work, shall (i) prominently display an approved copyright and/or trademark notice on each copy of the Work sold or used; and (ii) comply with any reasonable written standards promulgated by Licensor that relate to the use of the Work by Licensee. VII. Indemnification 7.1 Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement. 7.2 If a judgment, whether preliminary, provisional or final, shall be rendered against Licensee for the possession or use of the Work or any part thereof by reason of any alleged infringement Licensor shall at its own expense and option either: A. modify or replace the Work or the infringing part thereof so that it becomes non- infringing without adversely affecting the capability of the same; or B. procure for Licensee the right to continue to use the Work. If the foregoing alternatives are not available on commercially viable terms and Licensee is obliged to discontinue its use of the Work under such a judgment, Licensor shall terminate the Agreement and license granted herein. VIII. Assignment 8.1 Licensee shall not assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of Licensor, which consent shall not be unreasonably withheld or delayed. Licensor shall have the right to assign its rights and obligations under this Agreement and all its right, title and interest in the Work without the consent of Licensee. IX. Representations and Warranties Subject to the Limitations set forth elsewhere in this Agreement: 9.1 Licensor represents that it has the right to license the rights granted under this Agreement, that it has obtained any and all necessary permissions from third Parties (if any) to license the Work, and that use of the Work by Licensee in accordance with the terms of this Agreement shall not infringe the copyright of any third party. 9.2 No further consent from any other person or entity is or will be required for Licensee to use and exercise the rights granted to it related to the Work under this Agreement. X. Disclaimer Notwithstanding anything else in this Agreement: 10.1 Licensor will not be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Work. [Optional] 10.2 Except for the express warranties stated herein, the Work is provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Work or any part thereof, including, without limitation, © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. 10.3 Licensor does not guarantee that the information in the Work is error-free or warrants that the Work will meet Licensee’s requirements. 10.4 The entire risk as to the results and performance of the Work is assumed by Licensee. XI. Dispute Resolution 11.1 The Parties agree that any claim or dispute between them or against any agent, employee, successor, or assign of the other, whether related to this Agreement or otherwise, and any claim or dispute related to this Agreement shall be first taken to arbitration pursuant to the rules of the American Arbitration Association. Any award of the arbitrator may be entered as a judgment in any court of competent jurisdiction. Further, the prevailing party to any such arbitration or any other action that may be brought by either party 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. 11.2 This Agreement shall be governed by and construed in accordance with the laws of the State of ___________________. Each of the Parties in any suit, action or proceeding arising out of or relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the State of _______ over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above venue of any such suit, action or proceeding and any claim that any such suit, action or proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to the fullest extent enforceable under applicable law any objection which it may now or hereafter have to the above mentioned Court having jurisdiction of the Parties hereto and to the subject matter of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding upon it. XII. General 12.1 Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected. 12.2 This Agreement and the Schedules constitute the entire agreement of the Parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. 12.3 No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of the Parties. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 12.4 If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the laws of U.S. or internationally, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 12.5 Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. 12.6 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. To expedite the process of entering into this Agreement, the Parties agree that signed transmitted copies shall be deemed equivalent to original documents until such time as original documents are executed and delivered. 12.7 Any notice required or permitted to be given hereunder may be effectively given by letter delivered either by personal delivery, registered mail or by electronic means, addressed to the recipient as follows: In the case of the Licensor: _____________________________ _____________________________ Tel: (_____) __________________ Fax: (_____) __________________ Email: _______________________ In the case of the Licensee: _____________________________ _____________________________ Tel: (_____) __________________ Fax: (_____) __________________ Email: ________________________ 12.8 In making and performing this Agreement, Licensee and Licensor act and shall act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement shall be construed or implied to create a joint venture or an agency, partnership or employer-employee relationship between them. Except as expressly set forth herein, at no time shall either party make commitments or incur any charges or expenses for, or in the name of, the other party. 12.9 Each party acknowledges that a breach or threatened breach by it will result in immediate and irremediable damage to the other party and that money damages alone would be inadequate to compensate such other party. Therefore, in the event of a breach or threatened breach of this Agreement by either of the Parties, the other party may, in addition to other remedies, © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7 immediately obtain and enforce injunctive relief prohibiting the breach or threatened breach or compelling specific performance. 12.10 This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors, legal representatives and permitted assigns. IN WITNESS WHEREOF, the Parties have executed this Agreement by their respective, duly authorized representatives as of the date first above written. LICENSEE: By: ________________________ Name: Title: LICENSOR: By: ________________________ Name: Title: © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 8 SCHEDULE A CONTENT OF WORK © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 9 SCHEDULE B ROYALTY © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 10
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