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Name Copyright License Agreement (Artwork) 5 License Agreement (Artwork) 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. LICENSOR Signature Print Name LICENSEE Signature Printreceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. Copyright rovisions of this Agreement. 12. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind p by overnight delivery service, addressed as follows: If to Licensor: If to Licensee: 11. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the p construed as so limited. 10. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or deliveredon of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to beArtwork) 3 9. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provisiThis Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. Copyright License Agreement (w. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________, without regard to conflicts of law principles. 8. Counterparts. ssigns all or a material part of this Agreement (the "Licensor's Notice of Assignment"). The Licensor's Notice of Assignment must be sent to Licensee within 30 days of such assignment. 7. Governing La. Licensor shall have the right to transfer its interest in this Agreement and in the Material without the consent of Licensee. Licensor must notify Licensee in writing in the event of that Licensor aicensor's prior written approval if such transfer is to a purchaser of all or substantially all of Licensee's assets, or to a purchaser or other transferee of a controlling equity interest in Licenseeve. 6. Assignment. Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor. Licensee may, however, assign this Agreement without Lemnification. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any breach of Licensor's warranties set forth in Section 4 aboensor has not licensed the Material to any person or entity other than Licensee, nor will it license the Material to any person or entity other than Licensee for the duration of this Agreement. 5. Indty to grant Licensee the License, and that no other person or entity is required to give its consent for the License to be valid. c. (if License is exclusive) Licensor represents and warrants that Licants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Material. b. Licensor represents and warrants that it has the legal authori Licensor for each unit of the Work sold, whether those units were sold before or after the termination of this Agreement. 4. Licensor's Representations and Warranties. a. Licensor represents and warreement. e. In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 2 above, Licensee shall remain obligated to pay to Licensor any royalties due toicient, Licensee shall have 7 days to pay Licensor the deficient amount. Failure to pay deficient royalty amounts within the time allotted above shall be considered to be a material breach of this Agr, in order to audit Licensee's stated sales records, and to confirm that all royalty payments are properly stated and accounted for. If it is determined that any Quarterly Royalty Payment has been defe considered to be a material breach of this Agreement. Copyright License Agreement (Artwork) 2 d. Licensor shall be given access by Licensee to Licensee's records, wherever commercially reasonablelty Payment must be paid to Licensor in full within 30 days of the end of each quarter. Failure to submit Quarterly Reports or to make Quarterly Royalty Payments within the time allotted above shall bas royalty payments for that quarter (the "Quarterly Royalty Payment"). Quarterly Reports must be received by Licensor no more than 7 days after the end of each quarter. Payment of each Quarterly Royaach quarter of the calendar year (March 31; June 30; September 30; December 31) stating the number of units of the Work sold for the then-ending quarter, and the corresponding amount owed to Licensor his advance shall be paid in full to Licensor within 7 days of the execution of this Agreement. c. Licensee shall submit to Licensor written quarterly reports (the "Quarterly Reports") at the end of eetermine the definition of "gross sales" for the purposes of this section.) b. Licensee shall pay to Licensor an advance against the royalties discussed in Subsection (a) above, in the amount of $ . Tr a royalty of: per unit of the Work sold. % of the gross sales from each unit of the Work sold. Additional details: . (Include any considerations, deductions, or other formulae that will be used to d this Agreement, all rights, interest and ownership of the copyright in the Material shall revert to Licensor, and shall be the sole property of Licensor. 3. Payments. a. Licensee shall pay to Licensoy feasible. Licensee may sell any units of the Work that are on hand after termination of this Agreement, but shall not produce any further units. e. At the end of the Term, or upon any termination ofate of termination. d. In the event that this Agreement is terminated pursuant to this Section 2, Licensee shall cease using the Material in the course of Licensee's business as soon as is commercialln (b) above, Licensor must provide written notice to Licensee or to Licensee's successor in interest within 30 days of the date of termination stating Licensor's intent to terminate and the intended driod of 12 consecutive months. iii. Licensee materially breaches a material provision, term, or condition under this Agreement, including. c. In order to terminate this Agreement pursuant to Subsectiois Agreement: Copyright License Agreement (Artwork) 1 i. Licensee does not sell any units of the Work within 12 months of the date of this Agreement. ii. Licensee ceases to sell the Work for any pe (the "Term"), unless terminated earlier pursuant to this the terms of this Section 2. b. Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate thrized above without prior written approval from Licensor. 2. Term. a. The term of this Agreement shall begin on the date written above and shall continue in full force and effect for a period of years above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in the Material. Licensee may not make any other use of the Material other than those authodvertising materials Other/Details . The License shall be exclusive nonexclusive. Licensor shall remain the sole owner of the copyright in the Material. Licensee shall enjoy only the rights set forththe preparation of the work in the following respects (the "License"): Reproduce the Material Sell the Material Incorporate the Material into another product, created by Licensee Use the Material in aies, and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Grant of License. Licensor hereby grants to Licensee a nontransferable license to use the Material in f description of product Licensee for which will use the Material) (the "Work"), under the terms set forth in this Agreement; NOW THEREFORE, in consideration of the mutual promises, covenants, warrantand owner of all proprietary interest in (Brief description of artwork to be licensed) (the "Material"); AND WHEREAS, Licensor wishes to permit Licensee to use the Material in the preparation of (BrieE AGREEMENT FOR COPYRIGHTED ARTWORK THIS AGREEMENT is made this day of , 20 , by and between ("Licensor") and ("Licensee", and collectively, the "Parties"). WHEREAS, Licensor is the copyright holder l guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of the licensor to live up to those representations. LICENSest in the copyrighted material that it claims to have, and that it therefore has the right to grant the license in the first place. The terms of the sample agreement below state that the licensor wilhich royalty payments will be calculated. Licensor's Representations and Warranties The most basic representation that a licensor will generally be expected to make is that it has the ownership interfore the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc. It is important in this provision to define clearly the method by wes revenue before a royalty percentage is applied. For example, will the royalty be a percentage of the total gross sales received by licensee? Or will certain expenses be deducted from gross sales beales is to select a percentage of gross sales revenues from all sales of the licensed products. However, in many instances, a licensee will be given the right to deduct certain expenses from gross salr cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products. The simplest method of calculating the royalty as a percentage of total s the licensor. Payments There are a number of different ways of calculating royalty payments. In some cases, a royalty is a flat amount paid based on the number of units sold by the licensee. In otheand boundaries of the license. Term The term of the license agreement, and of the license granted therein, is generally for a fixed period of years, all rights under the copyright will revert back towork be incorporated into another product? If so, specifically how will it be incorporated? It is important to specify clearly what rights the licensee will enjoy, thus clearly establishing the scope erent rights. When granting a license to a licensee, it is important to state clearly which particular rights will be afforded to the licensee. Can the licensee sell copies of the artwork? Can the artlicense granted in this type of agreement spells out the kinds of rights that the licensee will be able to enjoy. As noted above, a federal copyright bestows upon the copyright holder a bundle of diffeturn for that license. If your situation requires treatment of more complex issues, you should consult a competent attorney who can assist you in drafting a suitable agreement. Grant of License The t License Agreements can be extremely complex. The sample agreement included in this kit is a basic agreement, addressing the key elements to licensing a copyright, and receiving royalty payments in r agreement, the rights are generally licensed for a defined period of time, after which the rights revert back to the copyright holder. Instructions for Copyright License Agreement (Artwork) Copyrighowever, the copyright holder is entitled to license or assign those rights to a third party. The copyright holder can choose to license all of the rights, or only certain specific rights. In a licensea host of other rights included within the copyright bundle of rights. The rights conferred upon a copyright holder by federal law are exclusive; that is, they belong solely to the copyright holder. Hright to sell the copyrighted material, the right to copy it, the right to adapt it to another medium, the right to perform it, and the right to publish it. This list is not exhaustive, and there are r under the copyright umbrella, affording the copyright holder the ability to use, sell, or transfer the copyrighted material in virtually any manner he/she wishes. This bundle of rights includes the ections afforded by the federal copyright statute. Rights Enjoyed by Copyright Holder Federal copyrights confer upon their holder a number of rights and protections. These rights are "bundled" togetheates the work in the course of that employment, then the work may be considered to be a "work for hire." In this situation, the employer would be the copyright holder, enjoying all the rights and prot sculpture, the copyright automatically attaches to the sculpture, with the artist being the holder of that copyright. However, if the creator of the work is under the employ of another party, and cre please visit our website at www.findlegalforms.com, and click the copyright link. Copyright Holder In most cases, a copyright is held by the creator of the work. For example, when an artist creates ain order to enjoy the rights of a copyright holder, it does provide some additional protections against infringement, and is a fairly simple process. To register a work with the U.S. Copyright Office,given some tangible or permanent form. For instance, a song is fixed once it is recorded; a text is copyrighted once it is written. While registering a work with the Copyright Office is not necessary to it. It protects the creator, and affords him/her the rights of a copyright holder, whether the holder takes any action to register the copyright or not. In order to be fixed, a work must simply be e U.S. Copyright Office, federal copyrights actually attach automatically to a work of art, a text, or any other creative work. Once the work is "fixed" in a particular medium, the copyright attaches generally refers to the statutorily created federal copyright, governed by the federal copyright statute (Title 17 of the U.S. Code). Creation of a Copyright While one may register a copyright with thview the agreement before you sign it. Basic Introduction to Federal Copyrights Copyright law falls largely, and often entirely, within the purview of federal law. Consequently, the term "copyright" ructions explaining the significance and operation of each provision in the Agreement. The kit should be used to draft your own agreement, but you are advised to have a competent copyright attorney re all rights in the copyrighted material revert back to the copyright holder. Included in this kit is a sample form for drafting a copyright license agreement for a work of art, along with general inst copyright license generally is given for a specific duration, during which the licensee pays the holder a royalty amount for the use of the copyrighted material. Once the term of the license is over,ed work of art. While a copyright holder holds the exclusive rights to control and exploit the copyrighted material, he/she may transfer certain of those rights to a third party by way of a license. AFINDLEGALFORMS.COM Copyright License Agreement (Artwork) ­ Kit This kit includes information and tools that will assist you in drafting a copyright license agreement, licensing the use of a copyrightto be executed the day and year first above written. LICENSOR Signature Print Name LICENSEE Signature Print Name Copyright License Agreement (Musical Work) 5 other agreements, whether oral or written, relating to the subject matter of this Agreement. Copyright License Agreement (Musical Work) 4 IN WITNESS WHEREOF, the parties have caused this Agreement nt between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or ings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. 12. Entire Agreement. This Agreement constitutes the entire agreemereement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: If to Licensor: If to Licensee: 11. Headand if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 10. Notice. Any notice required or otherwise given pursuant to this Ag for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, s, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. 9. Severability. If any part or parts of this Agreement shall be held unenforceable the State of ___________________, without regard to conflicts of law principles. Copyright License Agreement (Musical Work) 3 8. Counterparts. This Agreement may be executed in several counterpart's Notice of Assignment must be sent to Licensee within 30 days of such assignment. 7. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws oft the consent of Licensee. Licensor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the "Licensor's Notice of Assignment"). The Licensorcensee's assets, or to a purchaser or other transferee of a controlling equity interest in Licensee. Licensor shall have the right to transfer its interest in this Agreement and in the Material withouhout the prior written approval of Licensor. Licensee may, however, assign this Agreement without Licensor's prior written approval if such transfer is to a purchaser of all or substantially all of Li actions, or other costs arising out any breach of Licensor's warranties set forth in Section 4 above. 6. Assignment. Licensee may not assign its rights, duties or obligations under this Agreement witthe Material to any person or entity other than Licensee for the duration of this Agreement. 5. Indemnification. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages,for the License to be valid. c. (if License is exclusive) Licensor represents and warrants that Licensor has not licensed the Material to any person or entity other than Licensee, nor will it license tle and interest in the Material. b. Licensor represents and warrants that it has the legal authority to grant Licensee the License, and that no other person or entity is required to give its consent on of this Agreement. 4. Licensor's Representations and Warranties. a. Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, tiions under Section 2 above, Licensee shall remain obligated to pay to Licensor any royalties due to Licensor for each unit of the Work sold, whether those units were sold before or after the terminatialty amounts within the time allotted above shall be considered to be a material breach of this Agreement. e. In the event that this Agreement expires or is terminated pursuant to the terms and conditperly stated and accounted for. If it is determined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount. Failure to pay deficient roy Licensor shall be given access by Licensee to Licensee's records, wherever commercially reasonable, in order to audit Licensee's stated sales records, and to confirm that all royalty payments are proQuarterly Reports or to make Quarterly Royalty Payments within the time allotted Copyright License Agreement (Musical Work) 2 above shall be considered to be a material breach of this Agreement. d. by Licensor no more than 7 days after the end of each quarter. Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter. Failure to submit s of the Work sold for the then-ending quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the "Quarterly Royalty Payment"). Quarterly Reports must be receivede shall submit to Licensor written quarterly reports (the "Quarterly Reports") at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the number of unitsor an advance against the royalties discussed in Subsection (a) above, in the amount of $ . This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement. c. Licensel details: . (Include any considerations, deductions, or other formulae that will be used to determine the definition of "gross sales" for the purposes of this section.) b. Licensee shall pay to Licensor, and shall be the sole property of Licensor. 3. Payments. a. Licensee shall pay to Licensor a royalty of: per unit of the Work sold. % of the gross sales from each unit of the Work sold. Additionabut shall not produce any further units. e. At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the copyright in the Material shall revert to Licen shall cease using the Material in the course of Licensee's business as soon as is commercially feasible. Licensee may sell any units of the Work that are on hand after termination of this Agreement, n 30 days of the date of termination stating Licensor's intent to terminate and the intended date of termination. d. In the event that this Agreement is terminated pursuant to this Section 2, Licenseeunder this Agreement, including. c. In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensee's successor in interest withiithin 12 months of the date of this Agreement. ii. Licensee ceases to sell the Work for any period of 12 consecutive months. iii. Licensee materially breaches a material provision, term, or condition ment (Musical Work) 1 b. Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate this Agreement: i. Licensee does not sell any units of the Work w the date written above and shall continue in full force and effect for a period of years (the "Term"), unless terminated earlier pursuant to this the terms of this Section 2. Copyright License Agree the Material. Licensee may not make any other use of the Material other than those authorized above without prior written approval from Licensor. 2. Term. a. The term of this Agreement shall begin onle owner of the copyright in the Material. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in Incorporate the Material into another product, created by Licensee Use the Material in advertising materials Other/Details . The License shall be exclusive nonexclusive. Licensor shall remain the soe license to use the Material in the preparation of the work in the following respects (the "License"): Reproduce a recording of the Material Record the Material Sell the Material Perform the Materialtual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Grant of License. Licensor hereby grants to Licensee a nontransferabl Material in the preparation of (Brief description of product Licensee for which will use Material) (the "Work"), under the terms set forth in this Agreement; NOW THEREFORE, in consideration of the muicensor is the copyright holder and owner of all proprietary interest in (Brief description of musical work to be licensed) (the "Material"). AND WHEREAS, Licensor wishes to permit Licensee to use these representations. LICENSE AGREEMENT FOR COPYRIGHTED MUSICAL WORK THIS AGREEMENT is made this day of , 20 , by and between ("Licensor") and ("Licensee", and collectively, the "Parties"). WHEREAS, Lstate that the licensor will guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of the licensor to live up to tho it has the ownership interest in the copyrighted material that it claims to have, and that it therefore has the right to grant the license in the first place. The terms of the sample agreement below ine clearly the method by which royalty payments will be calculated. Licensor's Representations and Warranties The most basic representation that a licensor will generally be expected to make is thateducted from gross sales before the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc. It is important in this provision to defain expenses from gross sales revenue before a royalty percentage is applied. For example, will the royalty be a percentage of the total gross sales received by licensee? Or will certain expenses be d as a percentage of total sales is to select a percentage of gross sales revenues from all sales of the licensed products. However, in many instances, a licensee will be given the right to deduct certld by the licensee. In other cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products. The simplest method of calculating the royaltypyright will revert back to the licensor. Payments There are a number of different ways of calculating royalty payments. In some cases, a royalty is a flat amount paid based on the number of units sorly establishing the scope and boundaries of the license. Term The term of the license agreement, and of the license granted therein, is generally for a fixed period of years, all rights under the coe musical work for sale? Can the music be performed? For a fee? Can it be adapted into another medium? If so, how? It is important to be very clear as to what rights the licensee will enjoy, thus cleandle of different rights. When granting a license to a licensee, it is important to state clearly which particular rights will be afforded to the licensee. Can the licensee reproduce a recording of thLicense The license granted in this type of agreement spells out the kinds of rights that the licensee will be able to enjoy. As noted above, a federal copyright bestows upon the copyright holder a buayments in return for that license. If your situation requires treatment of more complex issues, you should consult a competent attorney who can assist you in drafting a suitable agreement. Grant of rk) Copyright License Agreements can be extremely complex. The sample agreement included in this kit is a basic agreement, addressing the key elements to licensing a copyright, and receiving royalty plicense agreement, the rights are generally licensed for a defined period of time, after which the rights revert back to the copyright holder. Instructions for Copyright License Agreement (Musical Wolder. However, the copyright holder is entitled to license or assign those rights to a third party. The copyright holder can choose to license all of the rights, or only certain specific rights. In a re are a host of other rights included within the copyright bundle of rights. The rights conferred upon a copyright holder by federal law are exclusive; that is, they belong solely to the copyright hoes the right to sell the copyrighted material, the right to copy it, the right to adapt it to another medium, the right to perform it, and the right to publish it. This list is not exhaustive, and thetogether under the copyright umbrella, affording the copyright holder the ability to use, sell, or transfer the copyrighted material in virtually any manner he/she wishes. This bundle of rights includnd protections afforded by the federal copyright statute. Rights Enjoyed by Copyright Holder Federal copyrights confer upon their holder a number of rights and protections. These rights are "bundled" and creates the work in the course of that employment, then the work may be considered to be a "work for hire." In this situation, the employer would be the copyright holder, enjoying all the rights aeates a sculpture, the copyright automatically attaches to the sculpture, with the artist being the holder of that copyright. However, if the creator of the work is under the employ of another party, Office, please visit our website at www.findlegalforms.com, and click the copyright link. Copyright Holder In most cases, a copyright is held by the creator of the work. For example, when an artist cressary in order to enjoy the rights of a copyright holder, it does provide some additional protections against infringement, and is a fairly simple process. To register a work with the U.S. Copyright ply be given some tangible or permanent form. For instance, a song is fixed once it is recorded; a text is copyrighted once it is written. While registering a work with the Copyright Office is not nectaches to it. It protects the creator, and affords him/her the rights of a copyright holder, whether the holder takes any action to register the copyright or not. In order to be fixed, a work must simwith the U.S. Copyright Office, federal copyrights actually attach automatically to a work of art, a text, or any other creative work. Once the work is "fixed" in a particular medium, the copyright atright" generally refers to the statutorily created federal copyright, governed by the federal copyright statute (Title 17 of the U.S. Code). Creation of a Copyright While one may register a copyright rney review the agreement before you sign it. Basic Introduction to Federal Copyrights Copyright law falls largely, and often entirely, within the purview of federal law. Consequently, the term "copyal instructions explaining the significance and operation of each provision in the Agreement. The kit should be used to draft your own agreement, but you are advised to have a competent copyright atto over, all rights in the copyrighted material revert back to the copyright holder. Included in this kit is a sample form for drafting a copyright license agreement for a musical work, along with genernse. A copyright license generally is given for a specific duration, during which the licensee pays the holder a royalty amount for the use of the copyrighted material. Once the term of the license isrighted musical work. While a copyright holder holds the exclusive rights to control and exploit the copyrighted material, he/she may transfer certain of those rights to a third party by way of a liceFINDLEGALFORMS.COM Copyright License Agreement (Musical Work) ­ Kit This kit includes information and tools that will assist you in drafting a copyright license agreement, licensing the use of a copyst above written. LICENSOR Signature Print Name LICENSEE Signature Print Name Copyright License Agreement (Photograph) 5 written, relating to the subject matter of this Agreement. Copyright License Agreement (Photograph) 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year fir and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral orrein are for convenience only and shall not affect the meaning of the provisions of this Agreement. 12. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee,ailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: If to Licensor: If to Licensee: 11. Headings. The headings for section heuld make the provision valid, then such provision shall be deemed to be construed as so limited. 10. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and m this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision wother, shall constitute one agreement. Copyright License Agreement (Photograph) 3 9. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of__, without regard to conflicts of law principles. 8. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken toge sent to Licensee within 30 days of such assignment. 7. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of _________________nsor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the "Licensor's Notice of Assignment"). The Licensor's Notice of Assignment must beser or other transferee of a controlling equity interest in Licensee. Licensor shall have the right to transfer its interest in this Agreement and in the Material without the consent of Licensee. Lice of Licensor. Licensee may, however, assign this Agreement without Licensor's prior written approval if such transfer is to a purchaser of all or substantially all of Licensee's assets, or to a purchag out any breach of Licensor's warranties set forth in Section 4 above. 6. Assignment. Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approvalntity other than Licensee for the duration of this Agreement. 5. Indemnification. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arisin (if License is exclusive) Licensor represents and warrants that Licensor has not licensed the Material to any person or entity other than Licensee, nor will it license the Material to any person or el. b. Licensor represents and warrants that it has the legal authority to grant Licensee the License, and that no other person or entity is required to give its consent for the License to be valid. c.or's Representations and Warranties. a. Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Materiaensee shall remain obligated to pay to Licensor any royalties due to Licensor for each unit of the Work sold, whether those units were sold before or after the termination of this Agreement. 4. Licenslotted above shall be considered to be a material breach of this Agreement. e. In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 2 above, Lic If it is determined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount. Failure to pay deficient royalty amounts within the time al by Licensee to Licensee's records, wherever commercially reasonable, in order to audit Licensee's stated sales records, and to confirm that all royalty payments are properly stated and accounted for.Quarterly Royalty Payments within the time allotted above shall be considered to be a material breach of this Agreement. Copyright License Agreement (Photograph) 2 d. Licensor shall be given accessays after the end of each quarter. Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter. Failure to submit Quarterly Reports or to make en-ending quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the "Quarterly Royalty Payment"). Quarterly Reports must be received by Licensor no more than 7 ditten quarterly reports (the "Quarterly Reports") at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the number of units of the Work sold for the thyalties discussed in Subsection (a) above, in the amount of $ . This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement. c. Licensee shall submit to Licensor wrsiderations, deductions, or other formulae that will be used to determine the definition of "gross sales" for the purposes of this section.) b. Licensee shall pay to Licensor an advance against the rooperty of Licensor. 3. Payments. a. Licensee shall pay to Licensor a royalty of: per unit of the Work sold. % of the gross sales from each unit of the Work sold. Additional details: . (Include any conther units. e. At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the copyright in the Material shall revert to Licensor, and shall be the sole pral in the course of Licensee's business as soon as is commercially feasible. Licensee may sell any units of the Work that are on hand after termination of this Agreement, but shall not produce any furination stating Licensor's intent to terminate and the intended date of termination. d. In the event that this Agreement is terminated pursuant to this Section 2, Licensee shall cease using the Matering. c. In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensee's successor in interest within 30 days of the date of termf this Agreement. ii. Licensee ceases to sell the Work for any period of 12 consecutive months. iii. Licensee materially breaches a material provision, term, or condition under this Agreement, includied events occur, Licensor shall have the right to terminate this Agreement: Copyright License Agreement (Photograph) 1 i. Licensee does not sell any units of the Work within 12 months of the date o shall continue in full force and effect for a period of years (the "Term"), unless terminated earlier pursuant to this the terms of this Section 2. b. Should any one or more of the following enumerat not make any other use of the Material other than those authorized above without prior written approval from Licensor. 2. Term. a. The term of this Agreement shall begin on the date written above andn the Material. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in the Material. Licensee maynto another product, created by Licensee Use the Material in advertising materials Other/Details . The License shall be exclusive nonexclusive. Licensor shall remain the sole owner of the copyright i to Licensee a nontransferable license to use the Material in the preparation of the work in the following respects (the "License"): Reproduce the Material Sell the Material Incorporate the Material iE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Grant of License. Licensor hereby grantsto permit Licensee to use the Material in the preparation of (Brief description of product Licensee for which will use Material) (the "Work"), under the terms set forth in this Agreement; NOW THEREFOR the "Parties"). WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in (Brief description of photograph(s) to be licensed) (the "Material"). AND WHEREAS, Licensor wishes the licensor to live up to those representations. LICENSE AGREEMENT FOR COPYRIGHTED PHOTOGRAPH THIS AGREEMENT is made this day of , 20 , by and between ("Licensor") and ("Licensee", and collectively,of the sample agreement below state that the licensor will guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of ly be expected to make is that it has the ownership interest in the copyrighted material that it claims to have, and that it therefore has the right to grant the license in the first place. The terms rtant in this provision to define clearly the method by which royalty payments will be calculated. Licensor's Representations and Warranties The most basic representation that a licensor will general Or will certain expenses be deducted from gross sales before the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc. It is impogiven the right to deduct certain expenses from gross sales revenue before a royalty percentage is applied. For example, will the royalty be a percentage of the total gross sales received by licensee?hod of calculating the royalty as a percentage of total sales is to select a percentage of gross sales revenues from all sales of the licensed products. However, in many instances, a licensee will be ased on the number of units sold by the licensee. In other cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products. The simplest metyears, all rights under the copyright will revert back to the licensor. Payments There are a number of different ways of calculating royalty payments. In some cases, a royalty is a flat amount paid blicensee will enjoy, thus clearly establishing the scope and boundaries of the license. Term The term of the license agreement, and of the license granted therein, is generally for a fixed period of ? Can the reproductions be sold? Can the photograph(s) be incorporated into another medium? If so, what medium, and how will it be incorporated? It is important to be very clear as to what rights the undle of different rights. When granting a license to a licensee, it is important to state clearly which particular rights will be afforded to the licensee. Can the license reproduce the photograph(s) License The license granted in this type of agreement spells out the kinds of rights that the licensee will be able to enjoy. As noted above, a federal copyright bestows upon the copyright holder a bpayments in return for that license. If your situation requires treatment of more complex issues, you should consult a competent attorney who can assist you in drafting a suitable agreement. Grant ofORM) Copyright License Agreements can be extremely complex. The sample agreement included in this kit is a basic agreement, addressing the key elements to licensing a copyright, and receiving royalty ts. In a license agreement, the rights are generally licensed for a defined period of time, after which the rights revert back to the copyright holder. Instructions for Copyright License Agreement (Fyright holder. However, the copyright holder is entitled to license or assign those rights to a third party. The copyright holder can choose to license all of the rights, or only certain specific righ, and there are a host of other rights included within the copyright bundle of rights. The rights conferred upon a copyright holder by federal law are exclusive; that is, they belong solely to the copts includes the right to sell the copyrighted material, the right to copy it, the right to adapt it to another medium, the right to perform it, and the right to publish it. This list is not exhaustivebundled" together under the copyright umbrella, affording the copyright holder the ability to use, sell, or transfer the copyrighted material in virtually any manner he/she wishes. This bundle of righ rights and protections afforded by the federal copyright statute. Rights Enjoyed by Copyright Holder Federal copyrights confer upon their holder a number of rights and protections. These rights are "r party, and creates the work in the course of that employment, then the work may be considered to be a "work for hire." In this situation, the employer would be the copyright holder, enjoying all theartist creates a sculpture, the copyright automatically attaches to the sculpture, with the artist being the holder of that copyright. However, if the creator of the work is under the employ of anotheopyright Office, please visit our website at www.findlegalforms.com, and click the copyright link. Copyright Holder In most cases, a copyright is held by the creator of the work. For example, when an s not necessary in order to enjoy the rights of a copyright holder, it does provide some additional protections against infringement, and is a fairly simple process. To register a work with the U.S. C must simply be given some tangible or permanent form. For instance, a song is fixed once it is recorded; a text is copyrighted once it is written. While registering a work with the Copyright Office iyright attaches to it. It protects the creator, and affords him/her the rights of a copyright holder, whether the holder takes any action to register the copyright or not. In order to be fixed, a workopyright with the U.S. Copyright Office, federal copyrights actually attach automatically to a work of art, a text, or any other creative work. Once the work is "fixed" in a particular medium, the coperm "copyright" generally refers to the statutorily created federal copyright, governed by the federal copyright statute (Title 17 of the U.S. Code). Creation of a Copyright While one may register a cight attorney review the agreement before you sign it. Basic Introduction to Federal Copyrights Copyright law falls largely, and often entirely, within the purview of federal law. Consequently, the tith general instructions explaining the significance and operation of each provision in the Agreement. The kit should be used to draft your own agreement, but you are advised to have a competent copyrr, all rights in the copyrighted material revert back to the copyright holder. Included in this kit is a sample form for drafting a copyright license agreement for a photograph or photographs, along w A copyright license generally is given for a specific duration, during which the licensee pays the holder a royalty amount for the use of the copyrighted material. Once the term of the license is oveghted photograph. While a copyright holder holds the exclusive rights to control and exploit the copyrighted material, he/she may transfer certain of those rights to a third party by way of a license.FINDLEGALFORMS.COM Copyright License Agreement (Photograph) ­ Kit This kit includes information and tools that will assist you in drafting a copyright license agreement, licensing the use of a copyri and year first above written. LICENSOR Signature Print Name LICENSEE Signature Print Name Copyright License Agreement (Video) 5 s, whether oral or written, relating to the subject matter of this Agreement. Copyright License Agreement (Video) 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the daynsor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreementngs for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. 12. Entire Agreement. This Agreement constitutes the entire agreement between Licee in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: If to Licensor: If to Licensee: 11. Headings. The headi such provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 10. Notice. Any notice required or otherwise given pursuant to this Agreement shall b, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limitingh shall constitute an original and all of which, when taken together, shall constitute one agreement. 9. Severability. If any part or parts of this Agreement shall be held unenforceable for any reasonte of ___________________, without regard to conflicts of law principles. Copyright License Agreement (Video) 3 8. Counterparts. This Agreement may be executed in several counterparts, each of whice of Assignment must be sent to Licensee within 30 days of such assignment. 7. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the Stansent of Licensee. Licensor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the "Licensor's Notice of Assignment"). The Licensor's Notic assets, or to a purchaser or other transferee of a controlling equity interest in Licensee. Licensor shall have the right to transfer its interest in this Agreement and in the Material without the co prior written approval of Licensor. Licensee may, however, assign this Agreement without Licensor's prior written approval if such transfer is to a purchaser of all or substantially all of Licensee's, or other costs arising out any breach of Licensor's warranties set forth in Section 4 above. 6. Assignment. Licensee may not assign its rights, duties or obligations under this Agreement without therial to any person or entity other than Licensee for the duration of this Agreement. 5. Indemnification. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actionsLicense to be valid. c. (if License is exclusive) Licensor represents and warrants that Licensor has not licensed the Material to any person or entity other than Licensee, nor will it license the Mateinterest in the Material. b. Licensor represents and warrants that it has the legal authority to grant Licensee the License, and that no other person or entity is required to give its consent for the is Agreement. 4. Licensor's Representations and Warranties. a. Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and er Section 2 above, Licensee shall remain obligated to pay to Licensor any royalties due to Licensor for each unit of the Work sold, whether those units were sold before or after the termination of thunts within the time allotted above shall be considered to be a material breach of this Agreement. e. In the event that this Agreement expires or is terminated pursuant to the terms and conditions undated and accounted for. If it is determined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount. Failure to pay deficient royalty amor shall be given access by Licensee to Licensee's records, wherever commercially reasonable, in order to audit Licensee's stated sales records, and to confirm that all royalty payments are properly stuarterly Reports or to make Quarterly Royalty Payments within the time allotted Copyright License Agreement (Video) 2 above shall be considered to be a material breach of this Agreement. d. Licensoby Licensor no more than 7 days after the end of each quarter. Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter. Failure to submit Q of the Work sold for the then-ending quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the "Quarterly Royalty Payment"). Quarterly Reports must be received shall submit to Licensor written quarterly reports (the "Quarterly Reports") at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the number of unitsor an advance against the royalties discussed in Subsection (a) above, in the amount of $ . This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement. c. Licensee details: . (Include any considerations, deductions, or other formulae that will be used to determine the definition of "gross sales" for the purposes of this section.) b. Licensee shall pay to Licensor, and shall be the sole property of Licensor. 3. Payments. a. Licensee shall pay to Licensor a royalty of: per unit of the Work sold. % of the gross sales from each unit of the Work sold. Additionalut shall not produce any further units. e. At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the copyright in the Material shall revert to Licensshall cease using the Material in the course of Licensee's business as soon as is commercially feasible. Licensee may sell any units of the Work that are on hand after termination of this Agreement, b 30 days of the date of termination stating Licensor's intent to terminate and the intended date of termination. d. In the event that this Agreement is terminated pursuant to this Section 2, Licensee nder this Agreement, including. c. In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensee's successor in interest withinthin 12 months of the date of this Agreement. ii. Licensee ceases to sell the Work for any period of 12 consecutive months. iii. Licensee materially breaches a material provision, term, or condition u Agreement (Video) 1 b. Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate this Agreement: i. Licensee does not sell any units of the Work wigin on the date written above and shall continue in full force and effect for a period of years (the "Term"), unless terminated earlier pursuant to this the terms of this Section 2. Copyright Licenseght in the Material. Licensee may not make any other use of the Material other than those authorized above without prior written approval from Licensor. 2. Term. a. The term of this Agreement shall bethe sole owner of the copyright in the Material. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyriterial Incorporate the Material into another product, created by Licensee Use the Material in advertising materials Other/Details . The License shall be exclusive nonexclusive. Licensor shall remain ble license to use the Material in the preparation of the work in the following respects (the "License"): Reproduce the Material Sell the Material Adapt the Material into another medium Perform the Mamutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Grant of License. Licensor hereby grants to Licensee a nontransferahe Material in the preparation of (Brief description of product Licensee for which will use Material) (the "Work"), under the terms set forth in this Agreement; NOW THEREFORE, in consideration of the HEREAS, Licensor is the copyright holder and owner of all proprietary interest in (Brief description of video to be licensed) (the "Material"). AND WHEREAS, Licensor wishes to permit Licensee to use to live up to those representations. LICENSE AGREEMENT FOR COPYRIGHTED VIDEO THIS AGREEMENT is made this day of , 20 , by and between ("Licensor") and ("Licensee", and collectively, the "Parties"). Wagreement below state that the licensor will guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of the licensor t to make is that it has the ownership interest in the copyrighted material that it claims to have, and that it therefore has the right to grant the license in the first place. The terms of the sample provision to define clearly the method by which royalty payments will be calculated. Licensor's Representations and Warranties The most basic representation that a licensor will generally be expectedin expenses be deducted from gross sales before the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc. It is important in this t to deduct certain expenses from gross sales revenue before a royalty percentage is applied. For example, will the royalty be a percentage of the total gross sales received by licensee? Or will certating the royalty as a percentage of total sales is to select a percentage of gross sales revenues from all sales of the licensed products. However, in many instances, a licensee will be given the righmber of units sold by the licensee. In other cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products. The simplest method of calculahts under the copyright will revert back to the licensor. Payments There are a number of different ways of calculating royalty payments. In some cases, a royalty is a flat amount paid based on the nuenjoy, thus clearly establishing the scope and boundaries of the license. Term The term of the license agreement, and of the license granted therein, is generally for a fixed period of years, all rigeo be adapted into another medium? If so, what limitations are placed upon the use of that derivative medium? Can it be performed? It is important to be very clear as to what rights the licensee will ights. When granting a license to a licensee, it is important to state clearly which particular rights will be afforded to the licensee. Can the licensee reproduce the video work for sale? Can the vid granted in this type of agreement spells out the kinds of rights that the licensee will be able to enjoy. As noted above, a federal copyright bestows upon the copyright holder a bundle of different ror that license. If your situation requires treatment of more complex issues, you should consult a competent attorney who can assist you in drafting a suitable agreement. Grant of License The licensese Agreements can be extremely complex. The sample agreement included in this kit is a basic agreement, addressing the key elements to licensing a copyright, and receiving royalty payments in return feement, the rights are generally licensed for a defined period of time, after which the rights revert back to the copyright holder. Instructions for Copyright License Agreement (FORM) Copyright Licener, the copyright holder is entitled to license or assign those rights to a third party. The copyright holder can choose to license all of the rights, or only certain specific rights. In a license agrst of other rights included within the copyright bundle of rights. The rights conferred upon a copyright holder by federal law are exclusive; that is, they belong solely to the copyright holder. Howevt to sell the copyrighted material, the right to copy it, the right to adapt it to another medium, the right to perform it, and the right to publish it. This list is not exhaustive, and there are a hoder the copyright umbrella, affording the copyright holder the ability to use, sell, or transfer the copyrighted material in virtually any manner he/she wishes. This bundle of rights includes the righons afforded by the federal copyright statute. Rights Enjoyed by Copyright Holder Federal copyrights confer upon their holder a number of rights and protections. These rights are "bundled" together un the work in the course of that employment, then the work may be considered to be a "work for hire." In this situation, the employer would be the copyright holder, enjoying all the rights and protectilpture, the copyright automatically attaches to the sculpture, with the artist being the holder of that copyright. However, if the creator of the work is under the employ of another party, and createsase visit our website at www.findlegalforms.com, and click the copyright link. Copyright Holder In most cases, a copyright is held by the creator of the work. For example, when an artist creates a scurder to enjoy the rights of a copyright holder, it does provide some additional protections against infringement, and is a fairly simple process. To register a work with the U.S. Copyright Office, plen some tangible or permanent form. For instance, a song is fixed once it is recorded; a text is copyrighted once it is written. While registering a work with the Copyright Office is not necessary in ot. It protects the creator, and affords him/her the rights of a copyright holder, whether the holder takes any action to register the copyright or not. In order to be fixed, a work must simply be giveS. Copyright Office, federal copyrights actually attach automatically to a work of art, a text, or any other creative work. Once the work is "fixed" in a particular medium, the copyright attaches to irally refers to the statutorily created federal copyright, governed by the federal copyright statute (Title 17 of the U.S. Code). Creation of a Copyright While one may register a copyright with the U. the agreement before you sign it. Basic Introduction to Federal Copyrights Copyright law falls largely, and often entirely, within the purview of federal law. Consequently, the term "copyright" geneions explaining the significance and operation of each provision in the Agreement. The kit should be used to draft your own agreement, but you are advised to have a competent copyright attorney reviewl rights in the copyrighted material revert back to the copyright holder. Included in this kit is a sample form for drafting a copyright license agreement for a video work, along with general instructpyright license generally is given for a specific duration, during which the licensee pays the holder a royalty amount for the use of the copyrighted material. Once the term of the license is over, al video work. While a copyright holder holds the exclusive rights to control and exploit the copyrighted material, he/she may transfer certain of those rights to a third party by way of a license. A coFINDLEGALFORMS.COM Copyright License Agreement (Video) ­ Kit This kit includes information and tools that will assist you in drafting a copyright license agreement, licensing the use of a copyrightedSOR Signature Print Name LICENSEE Signature Print Name Copyright License Agreement (Text) 5 to the subject matter of this Agreement. Copyright License Agreement (Text) 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. LICENy prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relatingnience only and shall not affect the meaning of the provisions of this Agreement. 12. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes anturn receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: If to Licensor: If to Licensee: 11. Headings. The headings for section herein are for convesion valid, then such provision shall be deemed to be construed as so limited. 10. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified reall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the proviconstitute one agreement. Copyright License Agreement (Text) 3 9. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shregard to conflicts of law principles. 8. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall ensee within 30 days of such assignment. 7. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________, without tify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the "Licensor's Notice of Assignment"). The Licensor's Notice of Assignment must be sent to Lic transferee of a controlling equity interest in Licensee. Licensor shall have the right to transfer its interest in this Agreement and in the Material without the consent of Licensee. Licensor must no. Licensee may, however, assign this Agreement without Licensor's prior written approval if such transfer is to a purchaser of all or substantially all of Licensee's assets, or to a purchaser or othereach of Licensor's warranties set forth in Section 4 above. 6. Assignment. Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensorthan Licensee for the duration of this Agreement. 5. Indemnification. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any br is exclusive) Licensor represents and warrants that Licensor has not licensed the Material to any person or entity other than Licensee, nor will it license the Material to any person or entity other or represents and warrants that it has the legal authority to grant Licensee the License, and that no other person or entity is required to give its consent for the License to be valid. c. (if Licensentations and Warranties. a. Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Material. b. Licensremain obligated to pay to Licensor any royalties due to Licensor for each unit of the Work sold, whether those units were sold before or after the termination of this Agreement. 4. Licensor's Represe shall be considered to be a material breach of this Agreement. e. In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 2 above, Licensee shall termined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount. Failure to pay deficient royalty amounts within the time allotted above to Licensee's records, wherever commercially reasonable, in order to audit Licensee's stated sales records, and to confirm that all royalty payments are properly stated and accounted for. If it is derly Royalty Payments within the time allotted above shall be considered to be a material breach of this Agreement. Copyright License Agreement (Text) 2 d. Licensor shall be given access by Licenseeter the end of each quarter. Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter. Failure to submit Quarterly Reports or to make Quarteing quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the "Quarterly Royalty Payment"). Quarterly Reports must be received by Licensor no more than 7 days afquarterly reports (the "Quarterly Reports") at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the number of units of the Work sold for the then-ends discussed in Subsection (a) above, in the amount of $ . This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement. c. Licensee shall submit to Licensor written tions, deductions, or other formulae that will be used to determine the definition of "gross sales" for the purposes of this section.) b. Licensee shall pay to Licensor an advance against the royaltie of Licensor. 3. Payments. a. Licensee shall pay to Licensor a royalty of: per unit of the Work sold. % of the gross sales from each unit of the Work sold. Additional details: . (Include any consideranits. e. At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the copyright in the Material shall revert to Licensor, and shall be the sole propertythe course of Licensee's business as soon as is commercially feasible. Licensee may sell any units of the Work that are on hand after termination of this Agreement, but shall not produce any further un stating Licensor's intent to terminate and the intended date of termination. d. In the event that this Agreement is terminated pursuant to this Section 2, Licensee shall cease using the Material in In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensee's successor in interest within 30 days of the date of terminatio Agreement. ii. Licensee ceases to sell the Work for any period of 12 consecutive months. iii. Licensee materially breaches a material provision, term, or condition under this Agreement, including. c.ed events occur, Licensor shall have the right to terminate this Agreement: Copyright License Agreement (Text) 1 i. Licensee does not sell any units of the Work within 12 months of the date of this shall continue in full force and effect for a period of years (the "Term"), unless terminated earlier pursuant to this the terms of this Section 2. b. Should any one or more of the following enumerat not make any other use of the Material other than those authorized above without prior written approval from Licensor. 2. Term. a. The term of this Agreement shall begin on the date written above andn the Material. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in the Material. Licensee mayanother product, created by Licensee Use the Material in advertising materials Other/Details ) . The License shall be exclusive nonexclusive. Licensor shall remain the sole owner of the copyright i the preparation of the work in the following respects (the "License"): Reproduce the Material Sell the Material Perform the Material (If so, specify type of performance Incorporate the Material into ties, and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Grant of License. Licensor hereby grants to Licensee a nontransferable license to use the Material in(Brief description of product Licensee for which will use Material) (the "Work"), under the terms set forth in this Agreement; NOW THEREFORE, in consideration of the mutual promises, covenants, warran holder and owner of all proprietary interest in (Brief description of text to be licensed) (the "Material"). AND WHEREAS, Licensor wishes to permit Licensee to use the Material in the preparation of ns. LICENSE AGREEMENT FOR COPYRIGHTED TEXT THIS AGREEMENT is made this day of , 20 , by and between ("Licensor") and ("Licensee", and collectively, the "Parties"). WHEREAS, Licensor is the copyrighticensor will guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of the licensor to live up to those representatiorship interest in the copyrighted material that it claims to have, and that it therefore has the right to grant the license in the first place. The terms of the sample agreement below state that the lmethod by which royalty payments will be calculated. Licensor's Representations and Warranties The most basic representation that a licensor will generally be expected to make is that it has the owness sales before the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc. It is important in this provision to define clearly the m gross sales revenue before a royalty percentage is applied. For example, will the royalty be a percentage of the total gross sales received by licensee? Or will certain expenses be deducted from gro of total sales is to select a percentage of gross sales revenues from all sales of the licensed products. However, in many instances, a licensee will be given the right to deduct certain expenses froee. In other cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products. The simplest method of calculating the royalty as a percentageert back to the licensor. Payments There are a number of different ways of calculating royalty payments. In some cases, a royalty is a flat amount paid based on the number of units sold by the licens the scope and boundaries of the license. Term The term of the license agreement, and of the license granted therein, is generally for a fixed period of years, all rights under the copyright will revd as a play, or some other sort of performance? Can it be adapted into another medium? If so, how? It is important to be very clear as to what rights the licensee will enjoy, thus clearly establishing. When granting a license to a licensee, it is important to state clearly which particular rights will be afforded to the licensee. Can the licensee copy and/or sell the text? Can the text be performeted in this type of agreement spells out the kinds of rights that the licensee will be able to enjoy. As noted above, a federal copyright bestows upon the copyright holder a bundle of different rightsat license. If your situation requires treatment of more complex issues, you should consult a competent attorney who can assist you in drafting a suitable agreement. Grant of License The license granreements can be extremely complex. The sample agreement included in this kit is a basic agreement, addressing the key elements to licensing a copyright, and receiving royalty payments in return for tht, the rights are generally licensed for a defined period of time, after which the rights revert back to the copyright holder. Instructions for Copyright License Agreement (Text) Copyright License Aghe copyright holder is entitled to license or assign those rights to a third party. The copyright holder can choose to license all of the rights, or only certain specific rights. In a license agreemen other rights included within the copyright bundle of rights. The rights conferred upon a copyright holder by federal law are exclusive; that is, they belong solely to the copyright holder. However, tsell the copyrighted material, the right to copy it, the right to adapt it to another medium, the right to perform it, and the right to publish it. This list is not exhaustive, and there are a host ofhe copyright umbrella, affording the copyright holder the ability to use, sell, or transfer the copyrighted material in virtually any manner he/she wishes. This bundle of rights includes the right to fforded by the federal copyright statute. Rights Enjoyed by Copyright Holder Federal copyrights confer upon their holder a number of rights and protections. These rights are "bundled" together under twork in the course of that employment, then the work may be considered to be a "work for hire." In this situation, the employer would be the copyright holder, enjoying all the rights and protections ae, the copyright automatically attaches to the sculpture, with the artist being the holder of that copyright. However, if the creator of the work is under the employ of another party, and creates the isit our website at www.findlegalforms.com, and click the copyright link. Copyright Holder In most cases, a copyright is held by the creator of the work. For example, when an artist creates a sculpturto enjoy the rights of a copyright holder, it does provide some additional protections against infringement, and is a fairly simple process. To register a work with the U.S. Copyright Office, please ve tangible or permanent form. For instance, a song is fixed once it is recorded; a text is copyrighted once it is written. While registering a work with the Copyright Office is not necessary in order protects the creator, and affords him/her the rights of a copyright holder, whether the holder takes any action to register the copyright or not. In order to be fixed, a work must simply be given sompyright Office, federal copyrights actually attach automatically to a work of art, a text, or any other creative work. Once the work is "fixed" in a particular medium, the copyright attaches to it. It refers to the statutorily created federal copyright, governed by the federal copyright statute (Title 17 of the U.S. Code). Creation of a Copyright While one may register a copyright with the U.S. Coagreement before you sign it. Basic Introduction to Federal Copyrights Copyright law falls largely, and often entirely, within the purview of federal law. Consequently, the term "copyright" generallyexplaining the significance and operation of each provision in the Agreement. The kit should be used to draft your own agreement, but you are advised to have a competent copyright attorney review the s in the copyrighted material revert back to the copyright holder. Included in this kit is a sample form for drafting a copyright license agreement for a written text, along with general instructions license generally is given for a specific duration, during which the licensee pays the holder a royalty amount for the use of the copyrighted material. Once the term of the license is over, all righttext. While a copyright holder holds the exclusive rights to control and exploit the copyrighted material, he/she may transfer certain of those rights to a third party by way of a license. A copyrightFINDLEGALFORMS.COM Copyright License Agreement (Text) ­ Kit This kit includes information and tools that will assist you in drafting a copyright license agreement, licensing the use of a copyrighted irst above written. LICENSOR Signature Print Name LICENSEE Signature Print Name f which shall constitute an original and all of which, when taken together, shall constitute one agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year fall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties. 4. Counterparts. This Amendment may be executed in several counterparts, each os, or amends any provision of the Agreement. All other provisions of the Agreement shall remain in full force and effect. 3. Binding Effect. The covenants and conditions contained in this Amendment sh those provisions explicitly by their number.) , by and . 2. Other provisions. This Amendment shall supersede any provisions of the Agreement to the extent that this Amendment conflicts with, modifieeement shall be amended as follows: (Describe in detail the changes you wish to make to the original Agreement. If you are altering or deleting certain existing provisions, make sure that you identifyndment) . NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Amendment. The Agrthe Parties entered into an License Agreement for Copyrighted , dated , 20 , (the "Agreement"); and WHEREAS, the Parties wish to amend the Agreement in order to (briefly describe the nature of the amerty. AMENDMENT TO LICENSE AGREEMENT FOR COPYRIGHTED This Amendment (the "Amendment") is made this day of , 20 (the "Licensor") and between (the "Licensee," and collectively, "the Parties"). WHEREAS, ld not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another pac terms and language that should be included in similar agreements. These forms are not intended and are not a substitute for legal advice. These forms should only be a starting point for you and shouin this kit is a sample form of an amendment. Fill out the sample form to complete your amendment, making sure to delete the italicized instructions before printing. NOTE: These forms contain the basiake sure that you read and understand any amendment provisions in the copyright license agreement you intend to amend to ensure that your desired changes are documented properly and validly. Included ight. It is important that these types of changes are documented, and not simply left to oral agreements. Many agreements contain provisions that set forth the procedure for amending that agreement. Mnt has been entered into, the parties may agree that a change must be made to their arrangement. For example, you may wish to change the amount of the royalty owed by the licensee for use of the copyrFindLegalForms.com Amendment to Copyright License Agreement ­ Kit This kit is designed to assist you in drafting an amendment to an existing copyright license agreement. Occasionally after an agreeme