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Name and Likeness License Agreement

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Name and Likeness License Agreement Powered By Docstoc
					Name and Likeness License
Agreement
This Name and Likeness License Agreement allows a Licensee to use the name,
picture, and biographical information of a Licensor for the promotion of products or
materials. This agreement is intended to be used when an individual allows a company
to use their name and image to promote a product. In addition, this agreement can be
used both for licenses that compensate the Licensor and those that do not. This
agreement is ideal for small businesses or individuals that want to grant or obtain a
license to use the name and likeness of an individual to promote a product.
                    NAME AND LIKENESS LICENSE AGREEMENT

THIS NAME AND LIKENESS LICENSE AGREEMENT (hereinafter referred to as the
“Agreement”) dated as of _______________________ [Instructions: Insert the date of this
agreement] (hereinafter referred to as the “Effective Date”) is between
_________________________ [Instructions: Insert the name of the party granting the
license]        (hereinafter       referred     to       as       the      “Licensor”)    of
__________________________________________              [Instructions: Insert the Licensor’s
address] and _________________________ [Instructions: Insert the name of the party
obtaining      the     license]    (hereinafter referred    to    as   the   “Licensee”)  of
__________________________________________              [Instructions: Insert the Licensee’s
address] with respect to the manufacture, distribution, and promotion of
_______________________________________ [Instructions: Insert the type of product]
(hereinafter referred to as the “Product”).

                                                     RECITALS

WHEREAS, Licensee desires to use Licensor’s name and likeness and obtain Licensor's
endorsement in connection with the Licensee's manufacture, distribution and promotion of the
Product.

WHEREAS, Licensee has requested that Licensor enter into this Agreement for the limited
license of certain rights in and to Licensor's name, likeness and biography for the use by
Licensee in connection with the name for, and advertising, publicity and promotion of, the
Product;

NOW, THEREFORE, in consideration of the mutual covenants, warranties and representations
contained herein, the parties hereby agree as follows:

1. LICENSE

Licensor grants to Licensee, for the Term (as defined in paragraph below), subject to the terms
and conditions contained in this Agreement, a limited, exclusive, license for the Product (subject
to revocation in accordance with the terms of this Agreement) to utilize Licensor's name,
approved likeness, and approved biographical material in connection with the name for, and
advertising, publicity and promotion of the Product (hereinafter referred to as the “Licensed
Rights”).

2. TERM

The term of this Agreement shall commence on the Effective Date above, and shall continue in
perpetuity unless the parties either mutually agree to terminate this Agreement or this Agreement
is otherwise terminated in accordance with its terms (hereinafter referred to as the “Term”).

3. COMPENSATION



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In consideration for the license and the performance of Licensor’s obligations under this
Agreement, the Licensee shall pay a single lump sum of $__________ [Instructions: Insert the
dollar amount Licensee will pay to Licensor] to Licensor on or before __________________.
[Instructions: Insert the date the Licensee will pay the Licensor]

[Instructions: If the Licensee will not pay the Licensor for this license, delete the clause
above in its entirety]

4. LICENSE TERRITORY

Licensee shall be entitled to utilize the Licensed Rights throughout the world.

5. LICENSOR REPRESENTATIONS AND WARRANTIES

Licensor represents and warrants that it has the power to enter into this Agreement and grant the
rights herein granted.

6. INDEMNIFICATION

Except to the extent that Licensor is in breach of a material term or material condition or any of
his representations or warranties hereunder and such breach or default relates to the claim or
demand for which Licensor is seeking indemnity, Licensee shall Indemnify, defend and hold
harmless Licensor and Licensor against any and all claims, liabilities, demands, damages costs
and expenses, including attorneys’ fees, arising in connection with this Agreement, the Product,
and or any activities of Licensee. Licensor and Licensor shall have the right at their own expense
to instigate or defend suits or proceedings to which this indemnity may apply. Licensee shall not
dispose of or compromise any action without the prior written consent of Licensor (which shall
not be unreasonably withheld or delayed). Except to the extent that Licensee is in breach of a
material term or material condition or any of its representations or warranties hereunder and such
breach or default relates to the claim or demand for which Licensee is seeking indemnify.
Licensor shall indemnify, defend and hold harmless Licensee against any and all claims,
liabilities demands, damages, costs and expenses including attorneys’ fees, arising in connection
with the breach by Licensor of its obligations, representations and warranties hereunder Licensee
shall have the right at its own expense to instigate or cetera suits or proceedings to which this
indemnity may apply. Licensor shall not dispose of or compromise any action without the prior
written consent of Licensee (which shall not be unreasonably withheld or delayed).

7. TERMINATION

Either party shall have the right to terminate this agreement upon _________ [Instructions:
Insert the number of days written notice required to terminate this agreement] days written
notice to the other party.

8. ASSIGNMENT




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This Agreement shall not be assignable by either party without the express written consent of the
other.

9. CONFIDENTIALITY

Each party shall keep all confidential information (i.e. proprietary information or any other
information which is not generally known to the general public) regarding the other party and the
forms of this Agreement confidential. Notwithstanding the foregoing, (i) a party may disclose
such information pursuant to subpoena or other legal process and (ii) the Licensee shall have the
right to disclose the terms of this Agreement and proprietary information to its professionals,
lenders and investors to the Licensee or any subsidiary entity relating to the Product. In such
case, the Licensee will use best efforts to secure a confidentiality agreement in form reasonably
satisfactory to the Licensee before the release of such information.

10. PROTECTIONS

The Licensee, the Product and the advertising, marketing and promotion related thereto shall not
defame or demean Licensor or reflect negatively (as defined below) upon Licensor's reputation.
If the Licensee, Product, or the advertising and promotion related thereto, is defamatory,
demeaning or reflects on Licensor in a materially negative manner, Licensor shall be entitled to
require that the activity cease or materials be withdrawn or amended (even if such have been
approved by Licensor, provided Licensor was materially unaware of the context in which the
materials would be used). By way of example and not limitation, Licensor will consider as
materially negative the following behaviors: the denigration of any person or character on the
basis of race, religion, national origin, gender, sexual orientation, or mental or physical disability
or illegal or morally reprehensible behavior by any shareholder or officer of Licensee or senior
employee of Licensee.

11. RELATIONSHIP OF PARTIES

Nothing contained in this Agreement shall be construed to place the parties in the relationship of
partners or joint venturers, and neither party shall have any right to obligate or bind the other in
any manner the parties acknowledge and agree that neither shall act as an authorized agent with
power to bind the other in any manner.

12. GENERAL PROVISIONS

    A. Entire Agreement. This Agreement, and all exhibits hereto, along with any other
       documents or agreements expressly referred to herein, constitutes the entire agreement
       between the parties with respect to the subject matter hereof. This Agreement supersedes
       all previous agreements between the parties with respect to the subject matter hereof.
       There are no agreements, representations or warranties between or among the parties
       other than those set forth in this Agreement or in the documents or agreements referred to
       herein.




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    B. Amendments. No amendment, modification, or supplement to this Agreement shall be
       binding on any of the parties unless it is in writing and signed by the parties in interest at
       the time of the modification.

    C. Severability. If any term or provision of this Agreement is determined to be illegal or
       unenforceable, such illegal or unenforceable provision shall be stricken from this
       Agreement, and shall not affect the legality or unenforceability of this Agreement.

    D. Attorneys’ Fees. If either party to this Agreement shall bring any action, suit, arbitration,
       or other proceeding against the other, declaratory or otherwise, to enforce the terms
       hereof or to declare rights hereunder, the party prevailing in such action or proceeding
       shall be entitled to recover attorneys' fees and costs incurred in prosecuting or defending
       the action or proceeding, and in enforcing any judgment, ruling or award granted therein.
       As used herein, the term "attorney's fees" shall include, without limitation, fees and costs
       incurred in (i) post-judgment motions and collection actions, (ii) garnishment, levy and
       debtor and third party examinations, (iii) appeals and related proceedings, and (iv)
       discovery.

    E. Interpretation. The terms of this Agreement have been negotiated by the parties hereto
       and all language herein shall be deemed to be the language mutually selected by the
       parties to express their intent. This Agreement shall be construed without respect to any
       presumption requiring construction against the party causing the instrument to be drafted.

    F. Counterparts. This Agreement may be executed in two or more counterparts, each of
       which shall be deemed an original, but all of which together shall constitute one
       instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year
first above written.


LICENSOR


_____________________________________


LICENSEE


_____________________________________
I have authority to bind the Company.




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DOCUMENT INFO
Description: This Name and Likeness License Agreement allows a Licensee to use the name, picture, and biographical information of a Licensor for the promotion of products or materials. This agreement is intended to be used when an individual allows a company to use their name and image to promote a product. In addition, this agreement can be used both for licenses that compensate the Licensor and those that do not. This agreement is ideal for small businesses or individuals that want to grant or obtain a license to use the name and likeness of an individual to promote a product.