CONTENT LICENSING AGREEMENT
This Agreement is entered into as of the ……………. day of ………………………. 20…….
between
JuvaBun Brand of [Insert Email] (hereinafter referred to as the Licensee) and
[Insert name of Party B] of [Insert Email] (hereinafter referred to as the licensor)
WHEREAS the Licensor has developed a system of products and services in the form of
content creation that it markets and sells; and
WHEREAS the Licensor entered into a contract with the Licensee so as to allow the
Licensee to use the said content; and
WHEREAS the Licensor assigned its rights and obligations under the Contract to the
Licensee and Licensee accepted such assignment; and
WHEREAS this Content Licensing Agreement (The Agreement) is needed by Licensee to
enable it to perform the obligations assumed by it under the Contract.
NOW, THEREFORE, acknowledging consideration, the parties agree as follows:
1. Description of the Content to be licensed: All the content provided by the content
creator (in this agreement), that are using any products of JuvaBun, mentioning
anything related to JuvaBun, or content that the creator has decided to provide to
JuvaBun for their own use (regardless of mentioning JuvaBun or having JuvaBuns’
products in it).
2. License. Licensor grants to Licensee a non-exclusive, royalty free license, upon the
terms and conditions and subject to the limitations set forth in this Licensing
Agreement, to use the content and all the products and services encompassed
thereunder, to perform the obligations (the “Contract Obligations”) under the
Contract, which Contract Obligations have now been assumed by Licensee.
The grant of this license includes, without limitation, the right of Licensee to use all
content produced by the licensor including but not limited to inventions, patents, trade
secrets, copyrights, software programs, works of authorship, trademarks, service
marks and other intellectual property rights now owned or licensed, or in the future
developed, owned and/or licensed by Licensor in connection with its performance of
the Contract Obligations. This right includes to use the content in ads, promotions
sponsored by the licensee, websites operated by licensee, among others.
3. Term. This license shall commence as of the effective date hereof and shall continue
until the Contract, including any extensions or renewals thereof, terminates.
4. Licensor’s Compensation. The licensor shall be entitled to a pay of [Insert payment
amount agreed] upon the delivery of the content as agreed upon under the terms of
this agreement
5. Assignment of Rights. This License Agreement and the rights granted under this
Limited License may not be sublicensed or assigned, except that
(a) they may be sublicensed by Licensee wholly or in part to a third party solely for
the purpose of performing the Contract Obligations on behalf of Licensee
(b) they may be assigned by Licensee to a third-party (including an equity holder of
Licensee) who has assumed Licensee’s the rights and obligations under the
Contract, and
(c) they may be pledged as security for any obligations of Licensee to an equity
holder of Licensee and may be assigned pursuant to a foreclosure of such security to
a third party who has assumed Licensee’s the rights and obligations under the
Contract.
6. Use Limitations. The rights granted in this License Agreement shall not be subject to
limitations except as provided in the agreement. The Licensee shall have the rights to
utilize the content unreservedly as is their prerogative in the performance of their
obligations under the agreement.
7. Ownership. Nothing in this Licensing agreement shall be deemed to grant to
Licensee any ownership or rights in the content other than the rights granted herein.
8. Licensor’s Warranty. Licensor warrants that it has the right to grant the License set
forth herein and Licensor agrees to indemnify and hold Licensee harmless from and
against any damages arising out of Licensee’s infringement or violation of the
intellectual property rights of others resulting from Licensee’s use of the content in
accordance with this Licensing Agreement.
9. Maintenance and Technical Support. During the term of this License, Licensor shall
provide Licensee with the Licensor’s content, at no cost to Licensee, to not less than
the extent and amount required to satisfy the Contract Obligations with respect to all
content created.
10. Indemnification. Licensor shall indemnify and hold Licensee harmless from all claims
arising out of the Contract Obligations to the extent that the License granted herein
and/or the performance by Licensor of its obligations under this Limited License are
insufficient to enable Licensor to satisfy the Contract Obligations with respect to any
intellectual property
11. General Provisions.
(a) Entire Agreement; Modification. This Agreement contains the entire agreement
between the parties hereto with respect to the matters contemplated herein and there
are no agreements, representations or warranties with respect to such matters that
are not set forth herein. All prior negotiations, agreements and understandings are
superseded hereby. This Agreement may not be modified or amended except by an
instrument signed by or on behalf of all parties hereto.
(b) Notices. All notices, notifications, and elections and other communications
required or permitted pursuant to this Agreement shall be made in writing and shall
be deemed to have been duly given and effective:
(1) upon delivery if personally hand delivered.
(2) on the earlier of the fourth (4th) day after mailing or the date of return receipt
acknowledgment, if mailed, postage prepaid, by certified or registered mail, return
receipt requested.
(3) on the date sent if sent by facsimile or email; or
(4) on the date of delivery if sent by a recognized overnight courier.
Such communications shall be addressed as follows, or as otherwise directed in a
notice by any party given to all other parties in accordance herewith, and shall be
effective as notice to all the following indicated persons if delivered in accordance
herewith:
To licensor [Insert Name]
[Insert address]
To Licensee [Insert Name]
[Insert address]
(c) Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the [Insert Jurisdiction] without giving effect to its conflict
of laws provisions.
(d) Binding Effect. This Agreement shall be binding upon the parties and inure to the benefit
of their respective successors, assigns, heirs and legal representatives.
(e) Headings. The headings in this Agreement are for convenience and reference only and
shall not be deemed to alter or affect any provision hereof.
(f) Waivers and Acceleration. No waiver of any breach or default hereunder shall be
considered valid unless in writing and signed by the party giving such waiver; and no such
waiver shall be deemed a waiver of any subsequent breach or default of the same or similar
nature.
(g) Severability. If any provision of this Agreement shall, under any circumstances, be
deemed invalid or inoperative, this Agreement shall be construed with the invalid or
inoperative provision deleted and the rights and obligations of the parties shall be construed
and enforced accordingly.
(h) No Third-Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any
person or entity that is not a party to this Agreement, except as expressly provided
hereunder.
(i) Persons Bound. This Limited License benefits the Licensee, its permitted successors and
assigns, and binds Licensor and its respective, successors and assigns.
(j) Attorneys Fees. In the event of any legal or equitable action to enforce the terms of this
Agreement, the prevailing party in such action shall be entitled to recover from the other
party all costs of such action, including reasonable attorneys’ fees.
(k) Execution in Counterparts, Facsimile. This Agreement may be executed in one or more
counterparts, each bearing the signatures of one or more parties. Each counterpart shall be
considered an original and all of the counterparts shall constitute a single agreement binding
all the parties as if all had signed a single document. For purposes of executing this
Agreement, a document signed and transmitted by electronic means (such as in PDF format
via e-mail or via facsimile machine) is to be treated as an original document. The signature
of any party thereon, for purposes hereof, is to be considered as an original signature, and
the document transmitted is to be considered to have the same binding effect as an original
signature on an original document.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first written above.
/s/__________________________
[insert name of licensor]
[insert date]
/s/__________________________
JuvaBun Brand
[insert name of representative]
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