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Web Site Content License Agreement Pro-Licensor

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This is a License Agreement where the Licensee licenses content from the Licensor for placement on the Licensee's Web site. The License Agreement tends to be more pro-Licensee oriented.

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									Form: Purpose:

Web Site Content License Agreement (Pro-Licensor) This is a sample form of License Agreement where a Licensor licenses content to a third party licensee for posting on a Web site. It provides for compensation based on a revenue share generated from the licensed content. The form is drafted to be in favor of the Licensor.

Orientation:

Form 18.20

Web Site Content License Agreement
This Agreement is by and between______________, a __________ corporation ("Licensor") and the undersigned licensee ("Licensee"). (a) Organization. Licensee is a corporation duly organized, validly existing, and in good standing under the laws of the State of _________________. (b) Authority. Licensee has all requisite corporate power and authority to enter into this Agreement. The execution and delivery of this Agreement, and the consummation of the transactions set forth herein, have been duly authorized by all necessary corporate action on the part of Licensee. This Agreement has been duly and validly executed and delivered by Licensee, and is a valid, binding and enforceable agreement of Licensee.

1. Definitions.
(a) "Licensed Content" means the content set forth in Exhibit A. (b) "Licensor Web Site" means the Web site at _________________________. (c) “Licensee Web Site” means the Web site at . (d) "License” means the license granted pursuant to Section 5 hereof. (e) "License Purposes" means the non-exclusive non-transferable right of Licensee, pursuant to the terms of this Agreement, to post the Licensed Content on the Licensee Web Site for viewing by users of the Licensee Web Site. (f) “Net Revenue” means, for each month, all consideration Licensee actually receives for advertisement (whether display ad, cost per click ads or other types of ads) in connection with the pages containing or otherwise displaying the Licensed Content. (g) "Term" is defined in Section 11 hereof.

4. Representations and Warranties of Licensor.
Licensor hereby makes the following representations to Licensee, which Licensor warrants are true and correct as of the date of this Agreement: (a) Organization. Licensor is a corporation duly organized, validly existing, and in good standing under the laws of the State of ______________. (b) Authority. Licensor has all requisite corporate power and authority to enter into this Agreement. The execution and delivery of this Agreement, and the consummation of the transactions set forth herein, have been duly authorized by all necessary corporate action on the part of Licensor. This Agreement has been duly and validly executed and delivered by Licensor, and is a valid, binding and enforceable agreement of Licensor.

2. Featured Content.
(a) Licensor will provide to Licensee for posting on the Licensee Web Site the Licensed Content, the titles of which are listed in Exhibit A. (b) The Licensed Content supplied by Licensor will be posted and available for viewers throughout the Term on the Licensee Web Site, together with a separate Web page listing the titles of the Licensed Content (with links thereto).

5. License.
(a) Subject to the terms of this Agreement, Licensor hereby grants to Licensee a nonexclusive non-transferable license to the Licensed Content for the License Purposes during the Term. Licensor retains all other rights to the Licensed Content, and retains all copyright, right, title, and interest to the Licensed Content. Licensee shall not contest in any manner Licensor's rights to the Licensed Content. Licensor retains all rights to separately license, sell, sublicense, market,

3. Representations and Warranties of Licensee.
Licensee hereby makes the following representations and warranties to Licensor, which Licensee warrants are true and correct as of the date of this Agreement:

and promote any or all of the Licensed Content. (b) Subject to the terms of this Agreement, Licensor hereby grants Licensee a nonexclusive, non-transferable license for the use of the Licensor logo and trademark in connection with the Licensed Content during the Term. (c) The Licensed Content shall be provided to Licensee in XML or HTML, or similar manner.

(ii)

The specifics as to how the fees due under Section 8(a) were computed.

9. Certain Limitations. The Licensed Content may
not be altered, deleted, or changed without the consent of Licensor, which consent is within the sole discretion of Licensor. The presenta
								
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