LICENSE AGREEMENT THIS LICENSE AGREEMENT (“Agreement”) is made and entered into this ______ day of __________, 200__, by and between the individual whose signature appears below (“Licensor”), and _________________, a/an [state] corporation/LLC (“Company”), having its principal place of business at _____________________________________________________________ (collectively the “Parties”). 1. License. Licensor hereby grants Company a worldwide, perpetual, irrevocable, non-exclusive, fully-paid and nonassessable, sublicensable and assignable license to reproduce, distribute, copy, display, perform, modify and create derivative works of Licensor’s images (the “Work(s)”) in hard copy or electronic form, in any medium now existing or hereafter created (the “License”). 2. Relationship of the Parties. For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Licensor is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort. 3. Representations & Warranties. Licensor hereby represents and warrants that: (i) no part of this Agreement is or will be inconsistent with any obligation Licensor may have to others; (ii) Licensor has the full right to allow it to provide the assignments and rights provided for herein; and (iii) that Licensor’s work will not infringe on any copyright, trademark, service mark, trade name, patent, trade secret or other intellectual property or proprietary right or right of publicity or privacy of, or libel, slander, defame or disparage, any third party (“Third Party Claims”). 4. Miscellaneous. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. Executed as of the date first above written. For: By: COMPANY _______________________________ For: LICENSOR By: ________________________________ Signature of Licensor/Licensor ________________________________ Name ________________________________ Number/Street/Apt. ________________________________ City/State Zip Code ________________________________ Country Email Address ________________________________ Signature of Parent/Guardian if under 18
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