ROYALTY AGREEMENT
This ROYALTY AGREEMENT is made on [Effective Date] by and Between
[Name of Company] with a business address of [Address] (herein “Company”)
AND
[Name of Artist] of address [Address] (herein “Artist).
The Artist and the Company shall be referred to jointly as “Parties” and individually as “A party” to this agreement.
Whereas, the Company deals in _______________________________
Whereas, the artist is a designer of the products the Company deals in;
Whereas, the Company will pay royalties for every sale of the product designed by the Artist;
Whereas, the Company and the Artist intend to enter this agreement in good faith.
Whereas, the parties to this Agreement (‘‘the parties’’) wish to set forth the terms and conditions upon which this agreement shall be executed by each party in good faith.
Now, therefore, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:
- RIGHTS
The Artist, upon entering this agreement, grants the Company all legal rights to products the Artist designs, for sale and general commercial use, for a period of _____________ years.
- REPRESENTATIONS AND WARRANTIES
Artist
Artist hereby represents that they are the owner of the unique design and have all the required rights and capacity to enter into this royalty agreement as well as rant the appropriate licenses to the Company.
Upon appending signature in this document, the artist grants the Company all the rights to use the products for commercial use for the amount of time agreed in this agreement
Company
Company hereby represents and warrants that it is a registered Company under the laws of ______________ (Country/State)
- ROYALTIES
The Company has offered to pay the following royalties:
- NET PROFITS
Net profits shall, for the sake of this Royalty agreement, be considered the total profits obtained by the Company during the term of this agreement after the following dues have been paid:
- All cost regarding manufacturing and marketing
- All general and overhead expenses
- Any additional fees as listed below
- ROYALTY PAYOUTS
The Company agrees to track all proceeds and products as well as provide the Artist a summary of all the above on a monthly basis, inclusive of any royalty totals due for the month.
The Artist shall, once per year, be permitted to conduct an unannounced audit of all royalties owed as well as all inventory. The audit will be at the expense pf the Artist unless a fault is discovered on the Company’s part. In such circumstances, the Company shall be liable for the fees and costs associated with the audits.
- INDEMNITY
Both Parties agree to defend, indemnify and hold harmless the other Party, its suppliers and its Authorized Partners from and against liabilities, costs, damages and expenses (including settlement costs and reasonable attorney fees) arising from any claims from anybody that result from or relate to each party herein.
- INTELLECTUAL PROPERTY RIGHTS
- The full ownership in all intellectual property rights in the merchandise, including, without limitation, patents, designs, trademarks and copyrights, shall vest in the _________________________ (Artist or Company?)
- If the merchandise delivered under the Agreement infringe third party intellectual property rights, the Company shall:
- Procure for the Distributor and its customers the right to continue to use the infringing products,
- Modify the infringing merchandise to make them non-infringing, or
- Replace the infringing merchandise with non-infringing items.
- The remedies set out herein shall be the exclusive remedies available to the Distributor in the event of infringement of third-party intellectual property rights by the Company.
- DISTRIBUTION CHANNELS
- CONFIDENTIALITY
For purposes of this Contract, “Confidential Information” shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Contract (including information conceived, originated, discovered or developed in whole or in part by the contractor hereunder).
Confidential Information does not include:
a) Information that is or becomes publicly known without restriction and without breach of this Contract or that is generally employed by the trade at or after the time the Receiving Party first learns of such information;
b) Generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade;
c) Information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation;
d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or
(e) Information the Receiving Party develops independent of any information originating from the Disclosing Party.
7.2 Non-Disclosure.
The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity. Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential Information, including all notes, data, reference materials, sketches, drawings, memorandums, documentations and records which in any way incorporate Confidential Information.
- TERMINATION
- Either Party to this Agreement may terminate this Agreement upon a written notice of termination to the other Party. Unless otherwise mutually agreed to in writing, upon the termination of this Agreement, any arrangement then in effect will immediately terminate.
- Either party can terminate this Agreement in the event of breach by the other party. Additionally, the aggrieved party may pursue any other legal remedy available for such breach.
- SEVERABILITY
The parties agree that if any portion of this contract is found to be void or unenforceable, it shall be struck from the record and the remaining provisions will retain their full force and effect.
- ENTIRE AGREEMENT
This contract represents the entire agreement between the two parties and supersedes any previous written or oral agreement. This agreement may be modified at any time, provided there is written consent of both the Company and the Artist.
- DISPUTES
Except as otherwise specifically agreed in writing by the Parties, any dispute relating to any rights and/ or obligations arising from this Agreement which is not resolved by the parties shall be subjected to Arbitration under the Canadian Law.
- GOVERNING LAW
This contract shall be governed, interpreted, and construed in accordance with the laws of CANADA
In witness whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:
__________________________ ________________________________
Artist Signature Date
______________________________ ______________________________
Company’s official signature Date
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