|Sample Contract for Web Art|
Phillip Martin Art License Agreement
This agreement (the "Agreement") is made and entered into as of the Effective Date, by and between Phillip Martin of __________________________________ ("Artist") and ___________________, of _____________________________ ("Licensee"). This Agreement is intended to grant Licensee a nonexclusive limited license to reproduce the graphic design(s) that are described more fully below.
1. Artist is the creator and exclusive owner of the graphic design(s) that is/are attached hereto as Exhibit A ("Artwork") including all copyrights and moral rights relating thereto;
2. Licensee desires to obtain from Artist a nonexclusive limited license to reproduce the Artwork for use in its [DESCRIPTION OF PRODUCT] ("Licensee's Product");
3. Artist and Licensee have agreed to the terms and conditions upon which Licensee may use and reproduce the Artwork as set forth in this Agreement.
4. Now therefore, in consideration of the promises and agreements set forth herein, the parties agree as follows:
1.1. Limited License to Reproduce Artwork. Artist hereby grants to Licensee for the Term of this Agreement a nonexclusive limited right and license to use and reproduce the Artwork in Licensee's Product and to sell, manufacture, and distribute Licensee's Product containing the Artwork in the Licensed Territory. Artist also grants Licensee for the Term of this Agreement a nonexclusive limited license to utilize the Artwork in the promotional, packaging, and advertising material used in the sale and distribution of the Licensee's Product. The nonexclusive limited license granted hereunder includes a license under all copyright registrations and any applications therefore with respect to the Artwork. Licensee agrees that any use of the Artwork shall be subject to the terms of this Agreement.
1.2. No Right to Sublicense. Licensee shall have no right to grant sublicenses in and to the Artwork without the prior written consent of Artist.
1.3. No Right to Modify Artwork. Licensee shall not be entitled to modify or change the Artwork in any manner without the prior written consent of Artist.
1.4. Attribution to Artist. Licensee agrees that it will attribute the Artwork to Artist by inserting the copyright notice substantially equivalent to the following next to all reproductions of the Artwork contained in Licensee's Product - "© [Year Artwork Created] Phillip Martin. All Rights Reserved."
1.5. Licensee to Pay All Costs of Production of Licensee's Product. Licensee agrees that it shall be solely responsible for the manufacture, production, sale, and distribution of Licensee's Product and will bear all costs associated therewith.
Payment and Collection
2.1. Compensation. Licensee agrees to pay Artist ______________ dollars ($____.00) in consideration for the nonexclusive limited license to use and reproduce the Artwork granted to Licensee under this Agreement. Licensee will make such payment to Artist at the address set forth above in cash, money order, certified, personal or company check within 30 days of Effective Date of this Agreement. Artist reserves the right to immediately terminate this Agreement if payment is not received within 30 days of the Effective Date of this Agreement by providing Licensee with a written notice of his intent to do so. If Artist, in Artist's sole discretion, elects not to terminate this Agreement for late payment, Licensee agrees that payments not received by Artist within 30 days of the Effective Date of this Agreement will accrue interest at 1.5% per month. Licensee agrees to pay a $25.00 service charge for all returned checks, plus any bank service charges incurred by Artist due to the returned check.
2.2. No Royalties. Artist's compensation for the grant of the nonexclusive limited license to use and reproduce the Artwork as provided in this Agreement shall be limited to that set forth above and Artist agrees that he shall not be entitled to any royalties from Licensee's sale of Licensee's Product.
Rights and Ownership
3.1. Artist Retains All Rights in Artwork. Licensee acknowledges (a) Artist's exclusive rights in the Artwork; (b) that the Artwork is/are a unique and original work(s) of Artist; and (c) that Artist is the owner and creator of the Artwork. It is understood and agreed that Artist shall retain all right, title, and interest including all copyrights and moral rights in the original Artwork and, except as provided for herein, to any derivative works from the Artwork. Unless otherwise permitted by law, Licensee shall not, at any time after the Effective Date of the Agreement, dispute or contest, directly or indirectly, Artist's exclusive right and title to the Artwork or the validity thereof.
3.2. Copyright Registration. Licensee acknowledges that as of the Effective Date, Artist has not registered the Artwork with the United States Copyright Office. Licensee may request that Artist register the Artwork with the United States Copyright Office at Licensee's expense. If Licensee so requests and agrees to pay for the copyright registration(s), then Artist agrees to apply for copyright registrations for the Artwork within 30 days of Licensee's advancement of the costs therefor. Artist shall be the sole owner of any such subsequent copyright registrations.
3.3. Joint Work. In the event that the incorporation of the Artwork into Licensee's Product results in copyrightable subject matter, the parties agree that Licensee's Product will be considered a joint work. If Licensee desires to register such joint work with the United States Copyright Office, Licensee agrees that it will be responsible for all costs associated with the copyright registrations. Artist agrees to assist with such registration by executing all necessary documents to register the joint work. Notwithstanding that Licensee's Product may be a joint work under copyright law, Artist agrees that he will not be entitled to any royalties from the sale of Licensee's Product as provided in Article 2.2.
4.1 Artist's Warranties. Artist represents and warrants that he is the Artwork is an original work of authorship and that he has the right and power to grant the nonexclusive limited license granted herein and that there are no other agreements with any other party in conflict with such grant. Artist further warrants that to the best of his knowledge, the Artwork does not infringe any valid rights of any third party.
4.2. Licensee's Warranties. Licensee warrants that it has full authority to enter into this Agreement. Licensee further warrants that it will not modify the Artwork in any way, or create derivative works therefrom except as expressly permitted in this Agreement.
Definitions and Miscellaneous Terms
5.1. Definitions. As used in this Agreement, the following capitalized terms shall have the meanings ascribed to them below.
.....5.1.1. Term. The "Term" of this Agreement shall begin on the Effective Date and will end on the date on which Artist's copyrights in the Artwork expire.
.....5.1.2. Licensed Territory. The "Licensed Territory" shall mean the entire world, it being the parties' intent to not impose any territorial limitations on Licensee's sale of Licensee's Product.
.....5.1.3. Licensee's Product. "Licensee's Product" shall mean [DETAILED DESCRIPTION OF PRODUCT such as Iphone game or book].
.....5.1.4. Effective Date. "Effective Date" shall mean the later of the two dates on which Artist and Licensee execute this Agreement.
5.2. Assignment. Licensee shall have no right to assign the rights granted to it under this Agreement without Artist's prior written consent. Any assignment without Artist's prior written consent shall be null and void.
5.3. Choice of Law. The validity and enforceability of this Agreement will be interpreted in accordance with the laws of the State of Ohio.
5.4. Entire Agreement. This Agreement is the parties' entire understanding and supersedes any prior agreements, whether oral or written. This Agreement may not be modified in any respect except in writing signed by both parties.
5.5. Severability. If any of the provisions of this Agreement are held to be invalid or unenforceable, such holding will not affect the validity of the remainder of this Agreement.
5.6. Counterparts. This Agreement may be executed in counterparts and all executed counterparts will constitute one agreement, binding on the parties, whether or not the parties have executed the original or same counterparts. Executed by the undersigned on the date set forth beside their respective signatures, to be effective as of the later of the two dates (the "Effective Date").
Phillip Martin ........................................................Date
(Print Name) ................................................................Licensee's email
(Print Title, if signing on behalf of an organization).......................................................
Title(s) and Copies of Artwork