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.
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;
Licensee desires to obtain from Artist a nonexclusive limited license
to reproduce the Artwork for use in its [DESCRIPTION OF PRODUCT] ("Licensee's
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.
Now therefore, in consideration of the promises and agreements set forth
herein, the parties agree as follows:
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
No Right to Sublicense. Licensee shall have no right to grant sublicenses
in and to the Artwork without the prior written consent of Artist.
No Right to Modify Artwork. Licensee shall not be entitled to modify
or change the Artwork in any manner without the prior written consent
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
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
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
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.
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.
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
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.
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.
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.
and Miscellaneous Terms
Definitions. As used in this Agreement, the following capitalized
terms shall have the meanings ascribed to them below.
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
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.
Licensee's Product. "Licensee's Product" shall mean [DETAILED
DESCRIPTION OF PRODUCT such as Iphone game or book].
Effective Date. "Effective Date" shall mean the later of the
two dates on which Artist and Licensee execute this Agreement.
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.
Choice of Law. The validity and enforceability of this Agreement
will be interpreted in accordance with the laws of the State of
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.
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.
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").