Copyright License Agreement

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									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”).


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.

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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

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.


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

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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

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

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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,

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any and all implied warranties of quality, performance, merchantability or fitness for a particular

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

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.

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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,

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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.

By: ________________________

By: ________________________

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                                               SCHEDULE A
                                             CONTENT OF WORK

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                                                   SCHEDULE B

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