LICENSE AGREEMENT

September 6, 2023

LICENSE AGREEMENT
BETWEEN

TYLER HENRY LLC (“THE LICENSOR”)

AND

NICKOLAS BENTON OF LE NEGRA NOUVEAU (“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
“Asset”) emanating from a photoshoot done on __________________date, legally owned by
the Licensor for the Licensor’s benefit; and
B. Licensor is willing to grant to the Licensee exclusive, non-transferable license to use the
materials as outlined in this agreement.
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 until ___________________.
2. LICENSE GRANT
Licensor grants the Licensee exclusive, non-transferable license to use the Asset subject to the terms
and conditions set out in this agreement. The Licensee is entitled to the Asset’s digital usage only (
social media ) / physical copy ( -only Look-book ) 25 images usages. The Licensor shall retain all
other the rights to the Asset.
3. CONTRACT SUM
The Licensor shall pay the Licensee $1,200 for the use of the Asset.
4. DISCLAIMERS AND RELEASES
 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 Asset; and Licensor
hereby releases Licensee to the fullest extent from any such liability, loss, damage or claim;
 To the extent permitted by law, no express or implied warranty, term, condition, or
undertaking is given or assumed by the Licensee, including any implied warranty of
merchantability or fitness for a particular purpose;
 The Licensee acknowledges that the Asset has not been prepared to meet any party’s specific
requirements. It is, therefore, the responsibility of the Licensee to ensure that the Asset meets
their own individual needs; and
 A Party’s failure to fulfill its obligations due to Force Majeure or an accident shall not be
considered as a breach of this agreement, provided that the party has taken all reasonable
precautions, due care, reasonable alternative measures, and minimal delay all to carry out the
terms of this agreement.
5. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through (select one)
☐Negotiation ☐Mediation ☐Arbitration
☐Litigation.
6. 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.
 Termination may be due to usages beyond the agreed term and terms , and sale of the Asset,
OOH , Prints , and Posters.

 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.
7. 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.
8. 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.
● Except where otherwise provided, failure by the Licensee to enforce any of these terms or
conditions shall not be a waiver of their right to enforce them. No waiver by the Licensee of
any breach of, or of compliance with, any condition or provision of this Agreement by the
Licensor shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time.
● 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.
● This Agreement shall be governed in all respects by the laws of the state of New Jersey and its
Courts without regard to its conflict of law provisions.
● 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: ___________________________________________

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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