DESIGN LICENSE AGREEMENT
The Design Agreement (this “Agreement”) is dated as of ___________________(the “Effective Date”) by and between _________________ , a company formed under laws of Texas having its principal place of business at ___________ ( the “Company” AND ___________________ (the “Designer”). Each of the Company and Designer may be referred to in this agreement individually as a “Party”, collectively as the “Parties”
WHEREAS, The Designer has skill and expertise in making phone cover designs;
WHEREAS, The Designer will make the unique pieces for the Company in exchange of compensation;
WHEREAS, The Company and the Designer wish to enter into this Agreement and to formalize certain understandings reached between the Parties;
NOW THEREFORE, the Company and Artist, intending to be legally bound, hereby agree as follows:
- Scope of Work. Subject to the terms and conditions of this Agreement, the Designer shall create unique phone cover designs for the Company.
- Restrictions. Except as set forth expressly herein or as permitted by the Company with prior written consent, the Designer shall not, and shall not permit to (a) sublicense, sell, or distribute the work hereunder; or (b) modify the work hereunder. The Designer by producing covers for the Company agrees to transfer all intellectual property rights in the covers to the Company.
- Compensation. In Consideration for the use of the designs created for the Company, the Designer shall receive an upfront payment of $ 50 (for color/style variations of the same artwork) and commission payments twice a month. The commission payments shall be reviewed annually.
- Term and Termination. The term of this Agreement shall commence on the Effective date, and continue for perpetually for as long as the Designer makes collections for the Company. This Agreement may be terminated if the Designer does not follow the rules provided by the Company and if the Artist delays delivery of the design works.
- Rights assigned to the Company. The Company is allowed to promote the designs on their social media platforms, through ads, email marketing, through social media influencers and any other platforms for the purpose of promoting the products.
- Obligations of the Company. The Company shall cooperate and collaborate with the Designer to produce the best designs.
- Confidentiality. The Company may disclose to the Designer certain confidential information regarding its technology and business (“Confidential Information”). Designer agrees to keep confidential and not disclose or use any Confidential Information except to support its use of the illustrated work. Confidential Information shall not include information that Artist can show (a) was already lawfully known to or independently developed by Artist without access to or use of Confidential Information, (b) was received by Artist from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Artist provides Company with prompt notice of such requirement and cooperate in order to minimize such requirement.
- Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall Company be liable to the Designer or any third party for any damages, including but not limited to incidental, consequential, indirect, direct, and special or punitive damages arising out of the illustrated work. In no event shall the Company’s maximum cumulative liability under any cause of action exceed the amount paid by Company to Artist. As such, if the Company has not made any payments to Artist in order to use the illustrated work, Company shall not have any liability to Artist.
- Disputes. Any disputes arising out of this Agreement shall be solved in good faith through mediation between the parties.
- Warranties, Disclaimer of Warranties. Designer represents and warrants that the design works shall fulfill the needs of the Company as specified and do not infringe the intellectual property rights of any third parties.
- Miscellaneous. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the Parties, whether written or oral, regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. All waivers must be in writing. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
- Governing Law. The Agreement shall be governed by the laws of the state of Texas and the competent courts in Texas shall have exclusive jurisdiction to hear any dispute arising hereunder.
IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the date first written above.
By: ________________________ By: ______________________
Name: ______________________ Name: _____________________
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