THIS LICENSE AGREEMENT
(this “Agreement”) is made and entered into effective as of the ___ day of ___,
20_ (the “Effective Date”), by and between Martins Library (the “Licensor”), and
_________________, (the “Licensee”).
RECITALS:
A.
Licensor
owns all proprietary rights in and to numerous copyrightable works, generally
described as fantasy architecture designs and products, all of which are displayed
and viewable at www.martinslibrary.blogspot.com
and www.martinslibrary.com or upon request from Licensor, (hereinafter the
“Work”), and has the exclusive right to license others to produce, copy, make,
or sell the Work.
B.
Licensor
owns all rights in and to the Work and retains all rights to the Work which are
not transferred herein, and retains all common law copyrights and all federal copyrights
which have been, or which may be granted by the Library of Congress.
C.
Licensee
desires to obtain, and Licensor has agreed to grant, a license authorizing the
use of the Work by Licensee in accordance with the terms and conditions of this
Agreement.
NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants and agreements
hereinafter set forth and other good and valuable consideration, as set forth
herein, Licensor and Licensee agree as follows:
1.
Grant of License.
A.
Licensor
hereby grants to Licensee, in accordance with the terms and conditions of this
Agreement, a (non)-exclusive, non-transferrable license to use the Work in the
course of its business and to otherwise copy, make, use and sell the Work, and
for no other purpose. Licensee may copy and sell the Work in accordance with
the terms set forth below, for general advertising materials and point of sale
displays, advertising, and other promotional materials for the Work. Further,
Licensee may use the Work in conjunction with an Internet site for the
advertisement and sale of the Work as described herein, but shall not otherwise
advertise or sell internationally without the written permission of Licensor.
Any other use shall be made by Licensee only upon the receipt of prior written
approval from Licensor.
B.
Licensee
retains all rights to packaging designs and trade dress, for the promotion,
marketing and sale of the Work which Licensee develops, creates, purchases or
otherwise owns.
D.
Licensee
hereby accepts such license and agrees that Licensee shall not use the Work except
in accordance with the terms and conditions of this Agreement.
Licensee acknowledges and agrees
that the license granted herein is non-exclusive and that Licensor may license
others to use the Work subject to any limitations set forth herein.
2.
Ownership of Works.
A.
Licensee
acknowledges that Licensor is the sole and exclusive owner of the Work and of
all associated federal registrations and pending registrations, and Licensee
shall do nothing inconsistent with such ownership. Licensee further agrees that
it will not claim ownership rights to the Work, or any derivative, compilation,
sequel or series, or related Work owned by or used by Licensor. Licensee agrees
that nothing in this Agreement shall give Licensee any right, title, or
interest in the Work other than the right to use the same in accordance with
this Agreement.
3.
Term and Termination.
A.
This
Agreement shall commence as of the Effective Date and shall continue in full
force and effect for a period of one year, and shall automatically renew for
additional one year periods, unless either party provides written notice of
non-renewal to the other party, not less than sixty (60) days prior to the
expiration of any one (1) year term.
B.
In the
event that Licensee fails to maintain its good corporate standing in the State
of ______ (approved States of sale) if applicable, Licensor, at its sole
discretion may immediately terminate this Agreement.
C.
In the
event that Licensee seeks bankruptcy, either voluntarily or involuntarily,
Licensor may, at its sole discretion, terminate this Agreement. Upon filing
for, or being subjected to bankruptcy, Licensee shall name Licensor as a
creditor for all royalties which are due, or may become due, under the terms of
this Agreement.
D.
In the
event that Licensee sells all of its assets to a third party, or otherwise cease
to exist in its current form, Licensor, at its discretion, may immediately
terminate this Agreement.
E.
Upon
termination or expiration of the license granted under this Agreement by
operation of law or otherwise, all rights (including the right to use the Work)
privileges and obligations arising from this Agreement shall cease to exist,
except for Licensee’s obligation to pay royalties to Licensor pursuant to the
terms herein.
F.
Upon
termination of this Agreement, Licensor agrees to allow Licensee four (4) weeks
to cease all use of the Work, including a reasonable time to change labels, packaging
and advertising, and sixteen (16) weeks to deplete existing inventories of goods
bearing the Work. Licensee agrees to discontinue use of the Work, upon termination
of this Agreement, as quickly as practicable, and in no event longer than the
time specified herein.
4.
Fees
A.
Throughout
the term of this Agreement, and for any renewals or extensions of this Agreement,
Licensee agrees to pay Licensor a one-time royalty of $.1000.00.
B.
Licensee
shall pay to Licensor a royalty of five percent (5%) of gross receipts from sale
of the Work (gross receipts is the sale price less any rebate, discount or return
actually realized) or $50.00 (US Dollars) whichever is greater for each
quarter. All remaining royalties are to be paid within ten (10) days of each
quarter ending in the months of March, June, September and December.
C.
Failure of
Licensee to make any payment required under this Agreement when such payment is
due, shall, at Licensor’s option, terminate this Agreement. Licensor will provide
written notice to Licensee of termination of this Agreement for failure to make
a required payment, within thirty (30) days from the due date of the payment.
5.
Use of Work.
A.
Licensor
shall have control over the quality of use of the Work and the quality of goods
sold under the Work. At the option of Licensor, for all advertisements and packaging
of the Work, Licensee shall (i) display with the Work an approved symbol notifying
the consumer of the copyright and/or trademark rights owned by and licensed
within this Agreement. Licensor will provide to Licensee an approved copyright
notice to be prominently displayed on each copy of the Work published. Licensee
agrees to (ii) mark all Work with any reasonable copyright and/or trademark
notices provided by Licensor and (iii) comply with any reasonable standards
promulgated by Licensor that relate to the use of the Work by Licensee.
B.
Upon
execution of the Agreement Licensee shall advise Licensor prior to making any
change or modification to the Work, Licensee shall provide Licensor, upon Licensor’s
request, with representative samples of how Licensee is using the Work, including
copies or examples of how the Work is used on Licensee’s Internet site. If, at any
time, any use of the Work fails to conform to standards set by Licensor,
Licensor may provide to Licensee notice of said failure. Licensee shall cure
said failure within thirty (30) days from the date of such notice, or such
longer period as may be reasonably necessary to cure said failure, so long as
Licensee is diligently pursuing the cure. In the event that said failure is not
cured within the period described in the preceding sentence, Licensor may then
terminate this Agreement immediately. If Licensor fails to approve any modifications
or changes to the Work within ten (10) days of Licensee advising Licensor of the proposed changes, Licensor’s approval shall be deemed to
have been granted.
C.
Upon
termination of this Agreement for any reason, Licensee shall be entitled to
sell, distribute, or otherwise dispose of any existing inventory of the Work,
but shall otherwise discontinue immediately all use of the Work or any
publication confusingly similar thereto, cooperate with Licensor in applying to
the appropriate authorities to cancel recordation, if any, of this Agreement
from all government records, and destroy all printed materials related to the
Work; and all rights in the Work and the goodwill appurtenant thereto shall
revert to and remain the property of Licensor.
6.
Indemnification.
A.
Licensee
shall fully indemnify, defend, and hold harmless Licensor from and against any
and all claims, losses, damages, expenses, and liability -- other than those
for infringement, including without limitation, suits arising from offering,
promoting, advertising, sale, or use by Licensee, or any of its authorized
sublicenses, of the Work, whether or not such use conforms to standards set by
Licensor, provided that such claim, loss, damage, expense, or liability does
not arise from the negligence of Licensor.
B.
Licensor
shall fully indemnify, defend, and hold harmless Licensee from and against any
and all claims, losses, damages, expenses and liability, including claims of
copyright infringement, arising from Licensee’s authorized use of the Work.
Licensor does not agree to indemnify Licensee for claims of copyright infringement
or trade dress infringement directed to the appearance or design of the
packaging and advertising for the Work which has been created, or is owned, by
Licensee.
C.
Licensor
has the right, but shall not be obligated, to maintain federal registration of
the Work. In the event that Licensee becomes aware of any claimed or alleged infringement
of the Work by a third party, Licensee shall promptly advise Licensor in writing
of the nature and extent of such infringement or dilution. Licensor has no
obligation to take any action whatsoever in the event that any infringement or
dilution occurs with respect to the Work, but Licensor shall have the sole
right to determine whether any action shall be taken. In the event Licensor
sues or takes other action, legal, equitable, administrative, or otherwise, to
stop an infringement or dilution of the Work, Licensee shall cooperate fully
with Licensor, but Licensee shall not be obligated to pay any costs or
expenses. Licensee has no right to enforce the Work through litigation without
prior written authorization of Licensor. In any legal action arising from use,
or ownership rights of the Work, where both Licensor and Licensee are
co-parties, Licensor retains the right to control the litigation, including any
and all settlement negotiations.
7.
Assignment.
This Agreement (including, without
limitation, the license granted hereunder) is personal to Licensee and shall
not be assigned or transferred by Licensee, including, without limitation, by
operation of law, except that, with prompt written notice to Licensor, the
Agreement may be transferred to a purchaser of all or substantially all of the
assets of Licensee. Any attempt on the part of Licensee to assign, sub-license,
or transfer Licensee’s rights under this Agreement except as provided here.
NOTICE
All notices,
requests, demands, claims and other communications hereunder shall be in
writing and deemed duly given two (2) business days after it is sent by
registered or certified mail, return receipt requested, postage prepaid, and
addressed to the intended recipient as set forth below:
Martins Library
Either party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the electronic mail address
set forth above but no such notice, request, demand, claim or other
communication shall be deemed to have been duly given unless and until it
actually is received by the intended recipient. Any party may change the
address to which notices, requests, demands, claims and other communications
hereunder are to be delivered by giving the other party notice in the manner
herein set forth.
Confidentiality
Each party warrants that, without the express consent of the
other party, none of its employees or agents will disclose to any third party
any information of or supplied by the other party which he or she has reason to
believe is confidential or which the other party designates as confidential.
Headings
The headings in this Agreement are for convenience only and
shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized representatives as of the Effective
Date.
MARTINS LIBRARY
By: /s/ Martins Chima
_____________________
Name: Martins Chima
Title: Librarian/CEO
NAME OF ORGANIZATION HERE
By:
/s/_______________________
Name: ___________________
Title:
____________________