LICENSE AGREEMENT

August 29, 2023

LICENSE AGREEMENT
BETWEEN

GEORGINA D MORGAN (“THE LICENSOR”)

AND

__________________ (“THE LICENSEE”)
FOR THE USE OF THE LICENSOR’S PHOTOGRAPHIC MATERIALS
THIS AGREEMENT is made on the _____day of __________________20_, entered
into by the Licensor and the Licensee (Licensor and Licensee collectively referred to as the “Parties”
or individually as the “Party”) and includes that party’s successors and assigns.
WHEREAS:
A. Licensee wishes to obtain a license to use the Licensor’s photographic materials, (herein
“Photo images”) legally owned by the Licensor; and
B. Licensor is willing to grant to the Licensee exclusive, non-transferable license to use the Photo
images as outlined in this agreement for the Licensee’s benefit.
Parties agree to the following terms and conditions and to be bound thereby:

  1. COMMENCEMENT AND DURATION
    This agreement shall be valid from the date of execution for a period of one (1) year. This term may be
    renewed per the parties’ discretion.
  2. LICENSE GRANT
    Licensor grants the Licensee exclusive, non-transferable license to use the Photo images subject to the
    terms and conditions set out in this agreement. Licensee acknowledges and agrees that the rights
    granted to Licensee by and obtained by Licensee as a result of or in connection with this Agreement
    are license rights only, and nothing contained in this Agreement constitutes or shall be construed to be
    an assignment of any or all of Licensor’s rights in the Photo images.
  3. CONTRACT SUM
    The Licensor shall pay the Licensee:
     $50.00 per Photo image; and
     $1.00 in Royalty for each sale made using the Licensor’s Photo images (no royalty shall
    accrue to the Licensor for any sale made without the Licensor’s Photo images)
  4. RELEASE
    To the extent permitted by law, the Licensee will in no way be liable to the Licensor or any third party
    for any loss or damage, however, caused (including through negligence) which may be directly or
    indirectly suffered in connection with any use of the Photo images; and Licensor hereby releases
    Licensee to the fullest extent from any such liability, loss, damage or claim
  5. PERMITTED USE UNDER LICENSE
     Licensee shall use the Photo images unrestricted, and for commercial use, for the duration of
    the License term, this includes but is not limited to use of the photo images on his poems as
    well as in any other ways, which are not prohibited by the applicable laws. 
     Licensee shall not at any time, whether during or after the term of this Agreement, do or cause
    to be done any act aimed to challenging, contesting, impairing, invalidating, or tending to
    impair or invalidate any of Licensor’s rights in the Photo images.
     Licensee acknowledges and agrees that Licensor has, shall retain, and may exercise during the
    term of this Agreement and thereafter all intellectual property rights and remedies available to
    Licensor, whether derived from this Agreement, from law, or otherwise, as a result of or in
    connection with Licensee’s breach of this Agreement.
  6. WARRANTIES AND REPRESENTATIONS
    Licensor warrants that he retains all intellectual property rights in Photo images, including the sole
    copyright to the Photo images. Therefore, Licensor is entitled to grant the license to use Photo images

described in this Agreement and confirm that this Agreement does not infringe intellectual property
rights of third parties.

  1. DISPUTE RESOLUTION
    Parties agree to settle disputes under this Agreement through (select one)
    ☐Negotiation ☐Mediation ☐Arbitration
    ☐Litigation.
  2. ASSIGNMENT
    Licensee shall not assign, sublicense, transfer, or otherwise convey Licensee’s rights or obligations
    under this Agreement without Licensor’s prior written consent. Licensee shall indemnify and hold
    harmless Licensor against all liability, costs, and expenses, including but not limited to a reasonable
    attorneys’ fee, arising out of or in connection with claims relating to an attempted assignment,
    sublicense, transfer, or other conveyance of Licensee’s rights and obligations.
  3. TERMINATION
    Either party may terminate this agreement at any time upon giving the other party no less than 7 day’s
    notices in writing. If a party wishes to terminate the contract with less than these stated days, the other
    party reserves the right to charge costs they have already been paid in advance or incurred. All rights
    granted by this Agreement, including, without limitation, Licensee’s right to use the Photo images,
    shall expire upon termination of this Agreement, and upon termination Licensee shall immediately
    cease and desist from any further use of the respective Photo images.
    The termination of this agreement shall not discharge the liabilities accumulated by either party. Any
    Clauses intended by the Parties or this agreement to survive the termination of this agreement shall
    survive the termination of this agreement by whatever cause.
  4. CONFIDENTIALITY
    All non-public, confidential, or proprietary information of a Party (Disclosing Party), whether
    disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or
    not marked, designated or otherwise identified as “confidential” in connection with this Contract is
    confidential, solely for the use of performing this Contract and may not be disclosed or copied unless
    authorized in advance by the Disclosing Party in writing. Upon the Disclosing Party’s request, the
    other Party (Recipient Party) shall promptly return all documents and other confidential materials
    received from Disclosing Party. Disclosing Party shall be entitled to injunctive relief for any violation
    of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known
    to Recipient Party at the time of disclosure, or (c) rightfully obtained by Recipient Party on a non-
    confidential basis from a third party. In addition, this Agreement is confidential and cannot be
    divulged to third parties by a Party, unless as provided by law, without the written consent of the other
    Party.
  5. GENERAL PROVISIONS
    This Agreement may be amended only by the written consent of the Parties hereto. If any provision is
    held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other
    provision. This Agreement constitutes the entire agreement between the Parties. It supersedes all prior
    oral or written agreements or understandings between the Parties concerning the subject matter of this
    Agreement. The parties will exercise utmost good faith in this Agreement. A waiver by one Party of
    any right or benefit provided in this Agreement does not infer or permit a further waiver of that right
    or benefit, nor does it infer or permit a waiver of any other right or benefit provided in this Agreement.
    This Agreement may be executed in any number of counterparts, each of which shall be an original
    and all of which constitute the same instrument. The Article and Section headings in this Agreement
    are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
    Whenever used herein, the singular number shall include the plural, and the plural number shall
    include the singular. Any references herein to the masculine gender or the masculine form of any
    noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form,
    and vice versa.
    Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall
    be in writing and shall be deemed duly given:
    (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,

(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked, or
(iii) sent by email.
at the following addresses or such changed address as the Party shall have specified by written notice,
provided that any notice of change of address shall be effective only upon actual receipt. Any notice
delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient, and
the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed
by the recipient.
THE LICENSOR: _______________________________

THE LICENSEE: _______________________________
This Agreement shall be governed in all respects by the laws of the state of __ and its
Courts without regard to its conflict of law provisions.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.
Signed by the duly authorized
representative of the LICENSOR

Signature:
Name:
Designation:
Date:………………………………………

Signed by the duly authorized representative of
the LICENSEE

Signature:
Name:
Designation:
Date:…………………………………………….…………

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