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:
- 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. - 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. - 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) - 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 - 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. - 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.
- DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
☐Litigation. - 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. - 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. - 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. - 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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