INTELLECTUAL PROPERTY LICENSING AGREEMENT

THIS INTELLECTUAL PROPERTY LICENSING AGREEMENT (the “Agreement”) dated this ______ day of _______________________, XXX BETWEEN:

XXX  of [Insert Address]

  • AND –

[Insert Name of Artist] of [Insert Address of Artist]

 

BACKGROUND:

  1. [Insert Author’s Name] is an artist.
  2. XXX  is a company in the business of developing non-fungible tokens (NFTs).
  3. XXX desires to use [Insert Author’s Name]’s intellectual property comprising of, but not limited to brand, logo design, art works, trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets, algorithms, codes, inventions processes, software, formulas, ideas, concepts and developments (hereinafter referred to as the Intellectual Property).

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Parties to this Agreement agree as follows:

 

 

 

Commencement Date and Term

  1. This Agreement will commence on the ______ day of ________________________, XXX  (hereinafter referred to as the “Effective Date”).
  2. This Agreement will last for a period of ______ years from the date of Execution of this Agreement.
  3. The Parties have the freedom to extend this Agreement beyond the Term stipulated in this Agreement.

Representations and Warranties

  1. [Insert Author’s Name] represents and warrants that the Intellectual Property assigned hereunder are [Insert Author’s Name]’s original work and [Insert Author’s Name] has the power and authority to assign its Intellectual Property Rights to the Intellectual Property in accordance with this Agreement.
  2. [Insert Author’s Name] represents and warrants that it has no knowledge of any third party intellectual property infringement claims, lawsuits, or demands arising under or in connection with the Intellectual Property.
  3. [Insert Author’s Name] represents and warrants that it has the right, authority and power to enter into this Agreement.
  4. [Insert Author’s Name] represents and warrants that no third party consents, assignments or licenses are necessary to perform under this Agreement.
  5. [Insert Author’s Name] represents and warrants that it has no obligations to any natural or legal person (whether by law or by contract) that could in any way prohibit [Insert Author’s Name] from licensing the Intellectual Property to XXX
  6. [Insert Author’s Name] agrees to immediately notify XXX  in writing if any facts or circumstances arise that would make any of the representations in this Agreement inaccurate in any way.

 

 

Licensing and Assignment of Intellectual Property Rights

  1. [Insert Author’s Name] hereby agrees to assign and transfer to XXX, all right, title, and interest in and to its Intellectual Property, including any and all renewals and extensions of such Intellectual Property that may be secured under the laws now or hereafter pertaining thereto in the United States or in any other country.
  2. The licensing and assignment of the foregoing intellectual property rights shall be for the purpose of the Intellectual Property.

Good Faith Cooperation

  1. Following the execution of this Agreement, each party shall deliver to the other such further information and documents and shall execute and deliver to the other such further instruments and agreements as the other party shall reasonably request to consummate or confirm the transactions provided for in this Agreement, to accomplish the purpose of this Agreement or to assure to the other party the benefits of this Agreement.

Non-Disclosure of Confidential Information

  1. The Parties agree to keep all confidential information absolutely confidential and protect its release to the public. The Parties agree not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which was disclosed by any Party by virtue of this Agreement.
  2. The Parties agree and acknowledge that the confidential information is of a proprietary and confidential nature and that any disclosure of the confidential information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to the injured Party, would gravely affect the effective and successful conduct of the injuring party’s business and goodwill, and would be a material breach of this Agreement.
  3. The obligations to ensure and protect the confidentiality of the confidential information imposed on the Parties to this Agreement and will continue until the termination of this Agreement.

Termination of Agreement

  1. Grounds for termination of this Agreement shall include dissolution of XXX
  2. If notice has been given by either party for any reason, the Parties agree to execute their duties and obligations under this Agreement diligently and in good faith through to the end of the notice period. A party may not make any changes to consideration or any other term or condition of this Agreement between the time termination notice is given through to the end of the notice period.

Conflict Resolution

  1. If a dispute arises, between or among the Parties, and it is not resolved prior to or after recording, the Parties shall first proceed in good faith to submit the matter to mediation. Costs related to mediation shall be mutually shared between or among the Parties. Unless otherwise agreed in mediation, the Parties retain their rights to proceed to arbitration or litigation.

Severability

  1. [Insert Author’s Name] and XXX  acknowledge that this Agreement is reasonable, valid and enforceable. However, if any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provision be changed in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

Modification

  1. Any amendment or modification of this Agreement or additional obligation assumed by each party in connection with this Agreement will only be binding if evidenced in writing signed by each party or an authorized representative of each party.

Governing Law

  1. This Agreement will be construed in accordance with and governed by the laws of the State of XXXX.

General Provisions

  1. Time is of the essence in this Agreement.
  2. Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  3. No failure or delay by either party to this Agreement in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.
  4. The Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors, and assigns, as the case may be, of [Insert Author’s Name] and XXX
  5. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
  6. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or written. The parties to this Agreement stipulate that neither of them has made any representations with respect to the subject matter of this Agreement except such representations as are specifically set forth in this Agreement.

IN WITNESS WHEREOF, the parties have duly affixed their signatures under hand seal on this _____ day of _______________, XXX.

[Insert Signatory’s Name] on behalf of XXX acting in his capacity as [Insert Title].

Date:

Signature: _____________________________________________________________________

[Insert Artist’s Name]

Date:

Signature: _____________________________________________________________________

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