Content License Agreement

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This Content License Agreement is between a writer who specializes in website content and a website owner who desires to license writer's materials. This attorney-prepared license sets out the specific terms of the arrangement including how the content will be used on the website and how much the writer will be paid.

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Free eSignature included
with every order
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This Content License Agreement is between a writer who specializes in website content and a website owner who desires to license the writer's materials. This agreement sets out the terms of the arrangement including the specific content and form of the materials, how content will be delivered and how materials will be used on the website. It also sets out the compensation to be paid to writer. It is imperative that this business arrangement be clearly set out in writing. A written Content License Agreement will prove valuable in the event of disagreements or misunderstandings regarding the website's use of writer's materials.

This Content License Agreement includes the following provisions:
  • Parties: Sets forth the name of the writer and the company who owns the website on which the content will appear;
  • Recitals: Sets out that writer specializes in skilled web content and company desires to hire writer to develop content to increase traffic to its website;
  • Content/Licensed Material: Sets out that content consists of electronic materials which are specifically described on an exhibit which is made a part of this agreement;
  • License: Writer grants company a license for the exclusive right to use materials and company agrees that all copyrights and intellectual property remain the property of the writer;
  • Payment: Payment arrangements are set out in detail in an exhibit to this agreement;
  • Use/Restrictions on Use: Spells out how content can be used and that company cannot modify any copyrights or disclaimer notices attached to materials;
  • Obligations of Writer and Company: Writer is obligated to properly maintain all files and be available for any questions regarding the materials. Company shall provide clear instructions to its users on how the materials can be utilized and restrictions on their usage;
  • Signatures: Writer and company must sign this agreement in the presence of witnesses.

Protect your rights and your property by purchasing this attorney-prepared form.

This attorney-prepared package includes:
  1. General Information
  2. Instructions and Checklist
  3. Content License Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Content License Agreement











This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Content License Agreement  











General Information
Content License Agreement 

This Content License Agreement is between a writer who specializes in website content and a website owner who desires to license writer's materials.  This license agreement sets out the details of the arrangement including the content and form of the material, how the materials will be delivered and how they will be used on the website.  It also spells out the compensation the writer will receive and how payment will be made.  

It is important that this business arrangement be set out in writing rather than via oral agreement.  A written Content License Agreement will be valuable in the event of disagreements or misunderstandings regarding the website's use of writer's materials.  

  



Instructions and Checklist


Content License Agreement 

   The parties should read the document carefully.

   Insert all requested information in the spaces provided on the form.

     This form contains the basic terms and language that should be included in similar agreements.

     This form includes exhibits which should be attached and incorporated as part of this agreement.

   Read the "Content or Licensed Material" provision carefully to ensure it contains all the necessary information regarding the materials.  If the provision is ambiguous, set forth examples to clarify any ambiguity.

   Read the "Obligations" of both writer and company carefully.  If there are disagreements, they will likely focus on one of these provisions.  If the wording is unclear, set out examples to clarify any ambiguity.

     This license agreement must be signed by both writer and the company.

   The parties should retain either an original or copy of the signed license agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  




   




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 

CONTENT LICENSE AGREEMENT

This Agreement is made on the ______ day of _____________ 20_____ by and between:

PARTIES

1.   Name: _____________ having address at _________________, hereinafter referred to as the “Writer.
AND

2.   Name: _____________ having address at _________________, (if company, insert: incorporated in the State of __________ USA, having its place of business at _____________ represented by its authorized representative _____________________) hereinafter referred to as the “Company.

RECITALS (May be modified according to the context)

A.   The Writer is an individual who is specialized in providing relevant text contents for websites.
B.   The Company owns a website and is in demand for a skilled web content writer to perform several major tasks which includes the following:
a.   Create text or modify copy for the readers to promote or sell the Company, its product, or services through the website.
b.   Develop content to increase traffic of visitors to website.
c.   Write content using keywords focused on search engine optimization to enhance better search engine indexing and ranking to the Companys website.
d.   Make content that provides quick and effective information on services displayed in the Companys website.
C.   The Writer being desirous to provide contents to the Companys website and the Company being desirous to engage the Writer to provide text contents for the Companys website as per the requirement have decided to enter into an agreement to govern and control the activities involved.

IN CONSIDERATION of the mutual covenants and agreements contained herein, the Writer and Company agree as follows:

1.   COMMENCEMENT AND DURATION
The Agreement shall commence from the ______ day of ______________________ 20___, and all rights and obligations of the Parties hereunder shall be effective as of that date. The term of the Agreement shall be for a period of _____ years/months from the date of commencement of this Agreement.
2.   CONTENT OR LICENSED MATERIAL

2.1.   Content is the material object of this Agreement which consist of text of electronic information created by the Writer for the use and display in Companys website. (hereinafter referred to as the “Materials”).
2.2.   The form of Materials developed by the Writer for the Companys Website and for which the license is transferred under this Agreement is more specifically described under EXHIBIT A attached to this Agreement.
2.3.   The License of any Material further developed by the Writer for the Company may also be transferred to the Company as specified in EXHIBIT A.

3.   GRANT OF LICENSE

3.1.   The Writer hereby grants the Company license to use the Materials provided by the Writer as per this Agreement.
3.2.   The License may be exclusive right to use each and every text, arrangement, adaptation and version thereof, together with the universe-wide copyright thereof, throughout the entire universe, and all rights of whatsoever nature, both legal and equitable therein, thereto and thereunder, including but not limited to the sole and exclusive universe-wide publication, electrical transcription, commercial rights, through any and all media, and the right to arrange and adapt and all other rights now known or hereafter to become known.  
3.3.   The Company understands that the copyright and ownership of the Materials along with the trademark or service mark, if any, shall remain with the Writer. Neither the Company nor its affiliates or agents shall have any right, ownership or interest in the Materials except as expressly provided hereunder.
3.4.   The Company shall not sub-license, lease or transfer the license granted by the Writer under this agreement without the written consent of the Writer.  

4.   DELIVERY OF MATERIALS  (insert if applicable)

4.1.   The Writer hereby agrees to provide the Company the Materials in the following manner:
4.1.1.   The Materials created by the Writer under the Agreement will be stored at the location designated by the Company in digital format accessible by network links as decided by the parties from time to time (or specify the network access as required).
4.1.2.   The Writer may provide the copy of the Materials in the form of DVD, CD-ROM, digital tape etc in consultation with the Company.
4.1.3.   The Writer may transfer the copy of the Materials by electronic transfer through file transfer protocol or other methods decided by the Company.

5.   PAYMENT

5.1.   All payments under this Agreement may be more specifically described in EXHIBIT B attached hereto.
5.2.   The payments under this Agreement shall be made in USD.
5.3.   The method of payment under this Agreement shall be by checks or credit cards or such other payment methods as agreed by the Parties from time to time.
5.4.   In case of any delay of payment in amounts due to the Writer, such defaults shall carry an interest of 12% per annum until the settlement of the account.

6.   USE OF MATERIALS

6.1.   The Materials licensed under this Agreement may be used in compliance with the Fair Use Provisions of United States and other international law. The Agreement does not limit the rights of Writer or any authorized user to use the Materials in accordance with the provisions of fair use.
6.2.   The Company being the licensee shall have the right to display the Materials electronically and to use it for research and educational or other non-commercial use.

7.   RESTRICTIONS TO USE MATERIALS

7.1.   The Company shall not use or allow its authorized users to use the Materials licensed in a manner not permitted under this Agreement.
7.2.   The Company shall not recreate or modify the Materials without prior written permission of the Writer.
7.3.   The Company may not remove or modify any copyright or other disclaimer notices attached along with the Materials provided by the Writer.
7.4.   The Materials provided under this Agreement shall not be commercially used or sold in massive reproduction or distribution without the written consent of the Writer.  

8.   OBLIGATIONS OF THE WRITER

8.1.   The Writer shall have the obligation to make available the Materials to the Company and its authorized users within the prescribed time period as stipulated in the Agreement.
8.2.   The Writer has the responsibility to maintain support files and other documents for proper documentation of the Materials.  
8.3.   The Writers obligation under the Agreement includes reasonable and continuous assistance to provide the Materials and Writer may make him/her available through emails, telephone or other appropriate media to respond to feedback, questions or queries etc related to the licensed Materials posted in the Companys website.
8.4.   The Writer shall put all earnest efforts in providing continuous service during the specific time period as mentioned in the Agreement with an average of _____ hours per month. (Mention the calculation of time period if required).
8.5.   If the Writer fails to provide the Materials in accordance with the requirement of the Company or terms of this Agreement, the Company shall intimate the Writer to modify or change the content of the Materials within a reasonable time period and the Writer is obliged to act accordingly.
8.6.   In the even the Writer failed to modify or change the Material as requested by the Company, the Company shall have the right to forfeit ____% of total payment towards the work as specified in the payment schedule to the Agreement.
8.7.   The Writer may inform the Company of any changes or modifications in the licensed Material posted in Company website that is different from the originally provided licensed Material and the Company may change the content according to the Writers original version of the Material.  
8.8.   The Writer reserves its right to withdraw the licensed Material provided to the Company and/or posted in Companys website due to any infringement, defamation or other similar instances where the Writer reasonably believes to cause adverse effect on him/her or any other third party. In which case, the Writer may intimate the Company by giving written notice of such withdrawal. The Company may withdraw the Material from its website forthwith and a reasonable fee may be deducted from the Writers remuneration towards the work.

9.   OBLIGATIONS OF COMPANY

9.1.   The Company shall comply with all measures to provide its authorized users with appropriate notice of the terms of usage of the licensed Materials provided as per this Agreement.
9.2.   The Companys website shall provide clear instructions to use the licensed Materials and reasonable warning with respected restricted usage of the contents posted in the website including the licensed Materials.
9.3.   The Company shall have the responsibility to protect the licensed Materials from any unauthorized usage by its users. In case of any unauthorized usage of the Materials licensed under this Agreement, the Company may terminate such user access to the licensed Materials forthwith and shall take all precautions to prevent further unauthorized use.
9.4.   The Company may take reasonable measures to control unauthorized access to licensed Materials by issuing login ID and such other passwords to each of its authorized users and ensure that such authorized users are not transferring their login ID and passwords to any third party without intimating the Company.

10.   MUTUAL PERFORMANCE OBLIGATIONS
Both parties shall maintain confidentiality of any information transferred in relation to this Agreement. The parties agree that the data so transferred may be used only for the purpose mentioned under this Agreement and no data may be provided to any third party without the written consent of the other party.
11.   TERMINATION

11.1.   This Agreement shall be terminated upon the earliest of the following:
      a.   Expiration of the term of this Agreement as set forth under this Agreement.
b.   The mutual written agreement of the Parties by giving one months written notice to the other party.
c.      Breach of stipulation by any party under the Agreement.
11.2.   Upon termination of this Agreement, subject to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.  
11.3.   Upon termination, all copies of the licensed Materials, duplicates, or any reproduction made therein in any form or digital media may be returned to the Writer and the Company shall not have any right to use those Materials forthwith.
11.4.   Any use of the licensed Materials after termination of the Agreement shall considered being unauthorized use of the licensed Materials under this Agreement and the Company shall be liable for damages for infringement of Writers specific rights.

12.   INDEMNIFICATION

12.1.   The Writer represents and warrants that the Materials licensed under this Agreement is not previously sold, assigned, leased, licensed or in any manner the Writer have disposed of or encumbered the rights herein granted to the Purchaser; and that the Writer has the right to enter into this Agreement.  
12.2.   Writer shall obtain all necessary rights or licenses associated with the Materials or any illustrations incorporated into the content of the Material.
12.3.   The Writer agrees to indemnify and hold the Company harmless from all loss, liability, damages and expenses by reason of breach of the said representations and warranties.

13.   ENTIRE AGREEMENT
The Parties agree that this Agreement constitutes the entire agreement with respect to the subject matter thereof and that it supersedes and cancels any prior agreements or understandings between them, whether written or oral.

14.   MODIFICATION
This Agreement shall be supplemented, amended, or modified only by the mutual agreement of the Parties herein. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both the Parties.
15.   NOTICE
Any notice to be given by one Party to the other under, or in connection with this Agreement shall be in writing, signed by or on behalf of the Party giving it, and addressed to the recipient at the address or facsimile number set out below or to such other address or facsimile number as that Party may notify to the other Party:
      
To the Writer:

Address: _______________________________________________________________    
Attention: ______________________________________________________________
Facsimile No.: ___________________________________________________________

To the Company:

Address: _______________________________________________________________    
Attention: ______________________________________________________________
Facsimile No.: ___________________________________________________________

16.   FORCE MAJEURE

Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
17.   SEVERABILITY
If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, which shall remain in full force and effect. Where relevant, the Parties shall use their reasonable endeavors to substitute and agree upon a new provision resembling in essence the invalid one in its commercial consequence as much as possible.
18.    GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of United States of America. The Parties hereby submit to the exclusive jurisdiction of the State of _______________________.  

IN WITNESS WHEREOF, the Parties agreed to execute this CONTENT LICENSE AGREEMENT on the day and year specified above.

WRITER                     COMPANY


_______________________________________   ____________________________________


_______________________________________   ____________________________________
WITNESS                     WITNESS


Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43525
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Content License Agreement











This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Content License Agreement  











General Information
Content License Agreement 

This Content License Agreement is between a writer who specializes in website content and a website owner who desires to license writer's materials.  This license agreement sets out the details of the arrangement including the content and form of the material, how the materials will be delivered and how they will be used on the website.  It also spells out the compensation the writer will receive and how payment will be made.  

It is important that this business arrangement be set out in writing rather than via oral agreement.  A written Content License Agreement will be valuable in the event of disagreements or misunderstandings regarding the website's use of writer's materials.  

  



Instructions and Checklist


Content License Agreement 

   The parties should read the document carefully.

   Insert all requested information in the spaces provided on the form.

     This form contains the basic terms and language that should be included in similar agreements.

     This form includes exhibits which should be attached and incorporated as part of this agreement.

   Read the "Content or Licensed Material" provision carefully to ensure it contains all the necessary information regarding the materials.  If the provision is ambiguous, set forth examples to clarify any ambiguity.

   Read the "Obligations" of both writer and company carefully.  If there are disagreements, they will likely focus on one of these provisions.  If the wording is unclear, set out examples to clarify any ambiguity.

     This license agreement must be signed by both writer and the company.

   The parties should retain either an original or copy of the signed license agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  




   




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 

CONTENT LICENSE AGREEMENT

This Agreement is made on the ______ day of _____________ 20_____ by and between:

PARTIES

1.   Name: _____________ having address at _________________, hereinafter referred to as the “Writer.
AND

2.   Name: _____________ having address at _________________, (if company, insert: incorporated in the State of __________ USA, having its place of business at _____________ represented by its authorized representative _____________________) hereinafter referred to as the “Company.

RECITALS (May be modified according to the context)

A.   The Writer is an individual who is specialized in providing relevant text contents for websites.
B.   The Company owns a website and is in demand for a skilled web content writer to perform several major tasks which includes the following:
a.   Create text or modify copy for the readers to promote or sell the Company, its product, or services through the website.
b.   Develop content to increase traffic of visitors to website.
c.   Write content using keywords focused on search engine optimization to enhance better search engine indexing and ranking to the Companys website.
d.   Make content that provides quick and effective information on services displayed in the Companys website.
C.   The Writer being desirous to provide contents to the Companys website and the Company being desirous to engage the Writer to provide text contents for the Companys website as per the requirement have decided to enter into an agreement to govern and control the activities involved.

IN CONSIDERATION of the mutual covenants and agreements contained herein, the Writer and Company agree as follows:

1.   COMMENCEMENT AND DURATION
The Agreement shall commence from the ______ day of ______________________ 20___, and all rights and obligations of the Parties hereunder shall be effective as of that date. The term of the Agreement shall be for a period of _____ years/months from the date of commencement of this Agreement.
2.   CONTENT OR LICENSED MATERIAL

2.1.   Content is the material object of this Agreement which consist of text of electronic information created by the Writer for the use and display in Companys website. (hereinafter referred to as the “Materials”).
2.2.   The form of Materials developed by the Writer for the Companys Website and for which the license is transferred under this Agreement is more specifically described under EXHIBIT A attached to this Agreement.
2.3.   The License of any Material further developed by the Writer for the Company may also be transferred to the Company as specified in EXHIBIT A.

3.   GRANT OF LICENSE

3.1.   The Writer hereby grants the Company license to use the Materials provided by the Writer as per this Agreement.
3.2.   The License may be exclusive right to use each and every text, arrangement, adaptation and version thereof, together with the universe-wide copyright thereof, throughout the entire universe, and all rights of whatsoever nature, both legal and equitable therein, thereto and thereunder, including but not limited to the sole and exclusive universe-wide publication, electrical transcription, commercial rights, through any and all media, and the right to arrange and adapt and all other rights now known or hereafter to become known.  
3.3.   The Company understands that the copyright and ownership of the Materials along with the trademark or service mark, if any, shall remain with the Writer. Neither the Company nor its affiliates or agents shall have any right, ownership or interest in the Materials except as expressly provided hereunder.
3.4.   The Company shall not sub-license, lease or transfer the license granted by the Writer under this agreement without the written consent of the Writer.  

4.   DELIVERY OF MATERIALS  (insert if applicable)

4.1.   The Writer hereby agrees to provide the Company the Materials in the following manner:
4.1.1.   The Materials created by the Writer under the Agreement will be stored at the location designated by the Company in digital format accessible by network links as decided by the parties from time to time (or specify the network access as required).
4.1.2.   The Writer may provide the copy of the Materials in the form of DVD, CD-ROM, digital tape etc in consultation with the Company.
4.1.3.   The Writer may transfer the copy of the Materials by electronic transfer through file transfer protocol or other methods decided by the Company.

5.   PAYMENT

5.1.   All payments under this Agreement may be more specifically described in EXHIBIT B attached hereto.
5.2.   The payments under this Agreement shall be made in USD.
5.3.   The method of payment under this Agreement shall be by checks or credit cards or such other payment methods as agreed by the Parties from time to time.
5.4.   In case of any delay of payment in amounts due to the Writer, such defaults shall carry an interest of 12% per annum until the settlement of the account.

6.   USE OF MATERIALS

6.1.   The Materials licensed under this Agreement may be used in compliance with the Fair Use Provisions of United States and other international law. The Agreement does not limit the rights of Writer or any authorized user to use the Materials in accordance with the provisions of fair use.
6.2.   The Company being the licensee shall have the right to display the Materials electronically and to use it for research and educational or other non-commercial use.

7.   RESTRICTIONS TO USE MATERIALS

7.1.   The Company shall not use or allow its authorized users to use the Materials licensed in a manner not permitted under this Agreement.
7.2.   The Company shall not recreate or modify the Materials without prior written permission of the Writer.
7.3.   The Company may not remove or modify any copyright or other disclaimer notices attached along with the Materials provided by the Writer.
7.4.   The Materials provided under this Agreement shall not be commercially used or sold in massive reproduction or distribution without the written consent of the Writer.  

8.   OBLIGATIONS OF THE WRITER

8.1.   The Writer shall have the obligation to make available the Materials to the Company and its authorized users within the prescribed time period as stipulated in the Agreement.
8.2.   The Writer has the responsibility to maintain support files and other documents for proper documentation of the Materials.  
8.3.   The Writers obligation under the Agreement includes reasonable and continuous assistance to provide the Materials and Writer may make him/her available through emails, telephone or other appropriate media to respond to feedback, questions or queries etc related to the licensed Materials posted in the Companys website.
8.4.   The Writer shall put all earnest efforts in providing continuous service during the specific time period as mentioned in the Agreement with an average of _____ hours per month. (Mention the calculation of time period if required).
8.5.   If the Writer fails to provide the Materials in accordance with the requirement of the Company or terms of this Agreement, the Company shall intimate the Writer to modify or change the content of the Materials within a reasonable time period and the Writer is obliged to act accordingly.
8.6.   In the even the Writer failed to modify or change the Material as requested by the Company, the Company shall have the right to forfeit ____% of total payment towards the work as specified in the payment schedule to the Agreement.
8.7.   The Writer may inform the Company of any changes or modifications in the licensed Material posted in Company website that is different from the originally provided licensed Material and the Company may change the content according to the Writers original version of the Material.  
8.8.   The Writer reserves its right to withdraw the licensed Material provided to the Company and/or posted in Companys website due to any infringement, defamation or other similar instances where the Writer reasonably believes to cause adverse effect on him/her or any other third party. In which case, the Writer may intimate the Company by giving written notice of such withdrawal. The Company may withdraw the Material from its website forthwith and a reasonable fee may be deducted from the Writers remuneration towards the work.

9.   OBLIGATIONS OF COMPANY

9.1.   The Company shall comply with all measures to provide its authorized users with appropriate notice of the terms of usage of the licensed Materials provided as per this Agreement.
9.2.   The Companys website shall provide clear instructions to use the licensed Materials and reasonable warning with respected restricted usage of the contents posted in the website including the licensed Materials.
9.3.   The Company shall have the responsibility to protect the licensed Materials from any unauthorized usage by its users. In case of any unauthorized usage of the Materials licensed under this Agreement, the Company may terminate such user access to the licensed Materials forthwith and shall take all precautions to prevent further unauthorized use.
9.4.   The Company may take reasonable measures to control unauthorized access to licensed Materials by issuing login ID and such other passwords to each of its authorized users and ensure that such authorized users are not transferring their login ID and passwords to any third party without intimating the Company.

10.   MUTUAL PERFORMANCE OBLIGATIONS
Both parties shall maintain confidentiality of any information transferred in relation to this Agreement. The parties agree that the data so transferred may be used only for the purpose mentioned under this Agreement and no data may be provided to any third party without the written consent of the other party.
11.   TERMINATION

11.1.   This Agreement shall be terminated upon the earliest of the following:
      a.   Expiration of the term of this Agreement as set forth under this Agreement.
b.   The mutual written agreement of the Parties by giving one months written notice to the other party.
c.      Breach of stipulation by any party under the Agreement.
11.2.   Upon termination of this Agreement, subject to any rights or obligations which have accrued prior to termination, neither party shall have any further obligation to the other under this Agreement.  
11.3.   Upon termination, all copies of the licensed Materials, duplicates, or any reproduction made therein in any form or digital media may be returned to the Writer and the Company shall not have any right to use those Materials forthwith.
11.4.   Any use of the licensed Materials after termination of the Agreement shall considered being unauthorized use of the licensed Materials under this Agreement and the Company shall be liable for damages for infringement of Writers specific rights.

12.   INDEMNIFICATION

12.1.   The Writer represents and warrants that the Materials licensed under this Agreement is not previously sold, assigned, leased, licensed or in any manner the Writer have disposed of or encumbered the rights herein granted to the Purchaser; and that the Writer has the right to enter into this Agreement.  
12.2.   Writer shall obtain all necessary rights or licenses associated with the Materials or any illustrations incorporated into the content of the Material.
12.3.   The Writer agrees to indemnify and hold the Company harmless from all loss, liability, damages and expenses by reason of breach of the said representations and warranties.

13.   ENTIRE AGREEMENT
The Parties agree that this Agreement constitutes the entire agreement with respect to the subject matter thereof and that it supersedes and cancels any prior agreements or understandings between them, whether written or oral.

14.   MODIFICATION
This Agreement shall be supplemented, amended, or modified only by the mutual agreement of the Parties herein. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both the Parties.
15.   NOTICE
Any notice to be given by one Party to the other under, or in connection with this Agreement shall be in writing, signed by or on behalf of the Party giving it, and addressed to the recipient at the address or facsimile number set out below or to such other address or facsimile number as that Party may notify to the other Party:
      
To the Writer:

Address: _______________________________________________________________    
Attention: ______________________________________________________________
Facsimile No.: ___________________________________________________________

To the Company:

Address: _______________________________________________________________    
Attention: ______________________________________________________________
Facsimile No.: ___________________________________________________________

16.   FORCE MAJEURE

Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
17.   SEVERABILITY
If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement, which shall remain in full force and effect. Where relevant, the Parties shall use their reasonable endeavors to substitute and agree upon a new provision resembling in essence the invalid one in its commercial consequence as much as possible.
18.    GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of United States of America. The Parties hereby submit to the exclusive jurisdiction of the State of _______________________.  

IN WITNESS WHEREOF, the Parties agreed to execute this CONTENT LICENSE AGREEMENT on the day and year specified above.

WRITER                     COMPANY


_______________________________________   ____________________________________


_______________________________________   ____________________________________
WITNESS                     WITNESS


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