Content license agreement. CONTENT LICENSE AGREEMENT Effective Date: _________ Parties: This Content License Agreement (the "Agreement") is entered into between _________, a _________[state] corporation, with its principal place of business at _________[address] ("XYZ") and _________, a _________[state] corporation, with its principal place of business at _________[address] ("Licensor"). Additional License Terms: _________ Term: _________ Specifications: _________ Fee and Payment Schedule: _________ Trademarks and Trade Names: _________ Delivery Date: _________ Exhibits: This Agreement consists of this cover sheet (the "Cover Sheet"), the following Exhibits and the Development and/or Publishing Addendum, if applicable. A. - Terms and Conditions B. - Description of Work C. - Maintenance and Support Obligations D. - Marketing Obligations Check if applicable: _________ Development Addendum _________ Publishing Addendum In the event of any conflict between the Cover Sheet, the Terms and Conditions and any Addendum hereto, the terms of the Addendum shall control as to the Work covered by such Addendum and the Cover Sheet shall control over the Terms and Conditions. Each party has read, understands and agrees to the terms and conditions of this Agreement (including all Exhibits and addenda) and represents that the party signing below is duly authorized to execute this Agreement as indicated. _________ By: _________ Licensor By: _________
Title: _________ Printed Name: _________
Title: _________ Printed Name: _________
EXHIBITS TO CONTENT LICENSE AGREEMENT Exhibit A. TERMS AND CONDITIONS 1. Grant of Rights. Subject to the terms of this Agreement, and further subject to any additional license terms set forth in the Cover Sheet or a Publishing Addendum, Licensor hereby grants to XYZ a worldwide, non-exclusive right to reproduce, distribute, modify, publicly perform, publicly display, and use the Work (as described in Exhibit B) in any form or medium, whether now known or later developed. 2. Development. If the Work is not in existence at the time of the parties' execution of this Agreement, Licensor's development of the Work shall be pursuant to the Development Addendum to this Agreement. 3. Delivery and Acceptance. On or before the delivery date (the "Delivery Date") set forth in the Cover Sheet or in the Development Addendum, Licensor shall deliver the Work to XYZ. XYZ shall accept the Work if, in XYZ's discretion, the Work meets the specifications (the "Specifications") identified in the Cover Sheet. XYZ shall notify Licensor in writing whether XYZ has accepted or rejected the Work within thirty (30) days of delivery. If XYZ rejects the Work or if Licensor fails to deliver any deliverables in accordance with the schedule set forth in a Development Addendum, XYZ, at its option, may: (a) require Licensor to correct any nonconformances; (b) correct any nonconformances or complete the development itself and offset XYZ's costs of correction or completion against any amounts XYZ owes Licensor hereunder; or (c) terminate this Agreement and return all deliverables made by Licensor to XYZ hereunder, in which event Licensor shall refund all sums paid to Licensor by XYZ hereunder. 4. Warranty. For a period of one (1) year following XYZ's acceptance of the Work pursuant to Paragraph 3, Licensor warrants that the Work will conform to the Specifications. In the event the Work does not conform to the Specifications, XYZ may require Licensor to correct any nonconformances. Licensor shall further provide the maintenance and support set forth in Exhibit C. No other warranty is expressed or implied. 5. Fees. XYZ will pay Licensor the fee set forth in the Cover Sheet in accordance with the schedule set forth therein. Licensor shall pay, and indemnify and hold XYZ harmless from, any sales, use, excise, import or export, value added or similar tax or duty not based on XYZ's net income, as well as the collection or withholding thereof, including all penalties and interest, and all government permit or license fees levied upon the delivery of the Work and any other deliverables by Licensor to XYZ. 6. Representations and Warranties. Licensor hereby represents and warrants that (a) the Work is or will be original work of Licensor, (b) Licensor has full right and power to enter into and perform this Agreement without the consent of any third party, and (c) the Work does not infringe any patent, trademark, copyright, trade secret or other proprietary right of any third party. 7. Indemnity. Licensor shall, at its own expense, defend and hold harmless XYZ and its customers against any claim, action, suit or proceeding alleging that Licensor has breached its warranty in Paragraph 6 above. XYZ will promptly notify Licensor in writing of any such claim or suit, provided that Licensor is given the right to participate in the investigation, preparation, defense and settlement of such claim or suit.
XYZ shall have the right, at its option and at Licensor's expense, to control the defense and settlement of any such claim with counsel of its own choice. 8. Termination. The term of this Agreement shall be as set forth in the Cover Sheet. XYZ may terminate this Agreement at its convenience and without any breach by Licensor upon fifteen (15) days' prior written notice to Licensor. Either party may terminate this Agreement for the other party's material breach if such breach is not cured within thirty (30) days after notice thereof. Paragraphs 4 and 7 shall survive the termination or expiration of this Agreement. In the event of termination, XYZ may sell through its inventory of products containing the Work or Licensor's promotional materials (if any) for a period of three (3) months following termination. 9. Trademarks. Subject to the terms of this Agreement, Licensor grants to XYZ a limited, nonexclusive, non-transferable license to use Licensor's trademarks, trade names and other marketing names set forth in the Cover Sheet, in connection with XYZ's advertising, promotion and marketing of any products containing the Work in any country in the world and in related product brochures and other materials. 10. Marketing. XYZ will have the marketing responsibilities set forth in Exhibit D. 11. General. 11.1. Governing Law. This Agreement will be governed and construed in accordance with the laws of _________[state] without giving effect to principles of conflict of laws. Licensor agrees to submit to jurisdiction in _________[State] and further agrees that any cause of action arising under this Agreement may be brought in a court in [county, state]. This Agreement is in English and shall be interpreted according to the commonly understood meaning of the words and phrases in the United States of America. 11.2. Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. 11.3. Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement. 11.4. Independent Contractor. Licensor is an independent contractor and nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship. 11.5. Notices. All notices, requests and other communications under this Agreement must be in writing. Notices shall be deemed effective three (3) days after being mailed by certified or registered mail, return receipt requested and postage prepaid; upon the next business day after being sent by overnight courier; or upon receipt if personally delivered or if sent by confirmed facsimile. The mailing address for notice to either party will be the address shown on the Cover Page. Either party may change its mailing address by notice as provided by this section. 11.6. Assignment and Transfer. Either party may assign its rights and obligations under this Agreement to a purchaser of all or substantially all of its assets or to a successor in the event of a merger or other reorganization in which it is not the surviving entity. Except as set forth above, neither party may assign its rights or obligations under this Agreement without the other party's express written consent and any
attempted assignment in violation of this paragraph shall be void and of no effect. 11.7. Subsidiaries and Affiliates. As used in this Agreement, XYZ includes any wholly-owned subsidiary, any division of a wholly-owned subsidiary, or any company directly or indirectly owned or controlled by any of the foregoing. 11.8. Attorneys' Fees. If any legal action is brought to construe or enforce any provision of this Agreement, the prevailing party shall be entitled to receive its reasonable attorneys' fees and court costs in addition to any other relief it may receive. 11.9. Entire Agreement. This Agreement, the Exhibits and Addenda hereto, set forth the entire understanding and agreement of the parties as to the subject matter of this Agreement. It may be changed only by a writing signed by both parties. Exhibit B. DESCRIPTION OF WORK Exhibit C. MAINTENANCE AND SUPPORT OBLIGATIONS Exhibit D. MARKETING OBLIGATIONS XYZ shall perform the following marketing activities for Licensor: (a). XYZ will use Licensor's [Marks/logo] on the [front/rear] side of XYZ's packaging for the any product containing the Work. (b). XYZ will use Licensor's [Marks/logo] in all product-specific advertising for XYZ products containing the Work. (c). XYZ will attribute the authorship of the Work to Licensor in the following locations within the XYZ product environment: XYZ. (d). XYZ will provide Licensor with access to XYZ's customer mailing list through a bonded mailing house _________ times per year. (e). XYZ and Licensor will issue a joint press release. XYZ will have primary responsibility for drafting the press release, but distribution will be subject to Licensor's prior approval, which shall not be unreasonably withheld and which shall be provided or withheld within five (5) business days of submission. (f). Licensor may insert one promotional material in XYZ's packaging for any product containing the Work. This promotional material will be subject to XYZ's approval in its sole discretion. Licensor shall bear all printing and insertion costs associated with such promotional material. (g). XYZ will feature the Work in its promotional newsletter distributed to XYZ customers.
(h). XYZ will offer Licensor's products for direct sale in any product catalog created and distributed by XYZ. DEVELOPMENT ADDENDUM TO CONTENT LICENSE AGREEMENT 1. Scope of Development. Licensor agrees to perform the following development services for XYZ to produce the Work in accordance with the following schedule: Milestone Number Description of Deliverables Due Date
2. Specifications. If the Specifications are to be developed as part of the development hereunder, XYZ will have fifteen (15) days to review the Specifications. XYZ will report any deficiencies in the Specifications to Licensor and Licensor will correct such deficiencies within fifteen (15) days. 3. Changes. Either party may, from time to time during the performance of the development, provide written notice to the other party proposing changes to the applicable Specifications or the schedule ("Change Proposal"). Following a Change Proposal, the parties shall promptly meet to determine the financial and schedule impact, if any, and whether and with what modifications, the proposed change is mutually agreeable. No Change Proposal will have any contractually binding effect until formally agreed to in writing by both parties; provided, however, that if XYZ initiates a Change Proposal, and agrees to pay Licensor's additional fees to make such change, Licensor may not refuse to accept such Change Proposal. 4. Work Site. Licensor shall perform the services at Licensor's facility and using Licensor's equipment, unless the parties mutually agree that such services may be performed at another site. Licensor shall not subcontract or permit third parties to perform the services rendered under this Addendum without XYZ's prior written consent. 5. Termination During Development. XYZ may terminate Licensor's services pursuant to this Addendum, with or without cause. In the event of such termination, XYZ's only responsibility shall be to pay any sums due and owing hereunder on the date of termination. 6. Licensor Testing. Licensor shall perform bench testing and employ sufficient quality assurance standards to assure that each deliverable conforms to the Specifications and shall adequately test such deliverables prior to delivery to XYZ. 7. Confidential Information. Licensor agrees during the term of this Agreement and thereafter to use XYZ's Confidential Information only to perform hereunder and to take all steps reasonably necessary to hold the other party's Confidential Information in trust and confidence. "Confidential Information" includes, but is not limited to, any technical and business information relating to inventions or products, research and development, production, manufacturing and engineering processes, costs, profit or margin information, employee skills and salaries, finances, customers, marketing, and production and future business plans. Licensor agrees not to disclose to XYZ any confidential information that belongs to anyone
other than Licensor. 8. Evaluation. XYZ may evaluate each deliverable and may comment on the technical accuracy, ease of use and creative implementation of each deliverable. XYZ shall have the right to consult with Licensor and lend creative assistance and guidance as often as XYZ determines is necessary regarding the design, implementation and schedule of the Work. 9. Compliance With Law. Licensor shall provide, pay for, and keep in good standing all licenses pertaining to activities engaged in by Licensor and shall comply with all federal, state and local laws and regulations related thereto. XYZ By: _________ Title: _________ Printed Name: _________ LICENSOR By: _________ Title: _________ Printed Name: _________
PUBLISHING ADDENDUM TO CONTENT LICENSE AGREEMENT 1. Appointment. Licensor hereby appoints XYZ as its exclusive worldwide publisher of the Work. Licensor represents that it has not, and that it will not, distribute the Work itself, or grant Rights to any third party, to distribute the Work in any form or medium during the term hereof. 2. Marketing. XYZ shall have the right (with full rights to sublicense others) to copy, adapt, modify, publish, sell, license, market and distribute the Work under the XYZ trademark (a) in any variety of forms and (b) by any variety of methods, including without limitation, electronic transmission. Except as set forth in Exhibit D, all aspects of the distribution and marketing of the Work shall be in XYZ's sole control, including without limitation, methods of marketing, pricing, naming, packaging, labeling and identification, and advertising. XYZ makes no representation or warranty that the Work will be successfully marketed or that any minimum level of sales or licensing will be achieved. 3. Payment of Fees. Licensor will receive a royalty of _________ percent (_____%) of worldwide Net Revenues for the Work. "Net Revenues" mean the actual amounts received by XYZ from the distribution of the Work after the deduction of distributor's discounts, returns and allowances, packaging and transportation charges, cost of manufacturing and sales (including the direct material, assembly and labor costs incurred by XYZ for the design and production of the package in which the Work is shipped, the recording costs to record the Work on any medium, and the printing costs of any documentation and other materials which accompany the Work), excise and similar taxes. XYZ will pay such royalties quarterly within sixty (60) days from the end of each calendar quarter. 4. Product Bundles. If the Work is sold or licensed with other works in a package for a single price, the Net Revenues attributable to the Work shall be determined by prorating the receipts from the sale or license of the package according to the suggested retail prices or values established by XYZ for the separate works contained in the package whether or not such works are sold separately. 5. Inspection. Licensor will have the right to inspect XYZ's records related to the marketing and distribution of the Work once a year upon reasonable notice and during regular business hours. Such inspection shall be done through an independent public accountant reasonably acceptable to XYZ. Licensor will bear the entire cost of the inspection and shall ensure that the accountant is bound by mutually acceptable confidentiality provisions.
6. Right of First Refusal. Licensor grants XYZ a right of first refusal as to any other works which Licensor generates during the _________ year period commencing on the Effective Date of this Agreement. XYZ By: _________ Title: _________ Printed Name: _________ Licensor By: _________ Title: _________ Printed Name: _________