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AGREEMENT FOR LICENSE
OF
ORIGINAL WORK
AGREEMENT dated as of __________, 2004 (the "Effective
Date") between ______________
("Licensee"), and Reality Media Group
("Creator"), (Licensee and Creator collectively referred to herein as
the "parties").
WHEREAS,
Licensee wishes to display certain works (the "Works") on its site or
sites on the World Wide Web portion of the Internet (the "Site"); and
WHEREAS,
Creator owns or controls certain rights with respect to the Works and
wishes to grant to Licensee a license of those rights on the terms and
conditions hereof;
NOW, THEREFORE,
Licensee and Creator agree as follows:
1. Grant of
License
Creator hereby
grants to Licensee, for the duration of the Term (as defined in
Section 5 hereof), the non-exclusive right and license to: (i) adapt,
modify and alter the Works or otherwise create derivative works based
upon the Works (the "Derivative Works") (the Derivative Works and the
Works collectively referred to herein as the "Materials"); (ii)
reproduce the Materials in digital form for display on the Site (alone
or in combination with other works, including, but not limited to,
text, data, images, photographs, illustrations, animation, graphics,
video or audio segments, and hypertext links); and (iii) reproduce,
transmit, communicate, display or distribute the Materials, on or as
part of the Site, by means of any technology, whether now known or
hereafter to become known.
2. Limitations of Use
Licensee is permitted to place the
Works only on domains owned by Licensee and owned in the name of the
Licensee as shown below. Licensee is permitted to use the Works in
banners and other promotional materials which may be placed on domains
not owned by the Licensee, subject to Paragraph 8 below.
3. Promotional
Use
Creator
hereby grants to Licensee the right to advertise and promote the
materials on the Site, by whatever method and in whatever media
Licensee deems appropriate and using Creator's name and contact
information in connection with authorized uses of the Materials.
4.
Delivery of Works
Within __________
(__) business days of the execution of this Agreement, Creator shall
deliver to Licensee, at Creator's expense, digital images of the works
licensed by this agreement.
5.
Credit and Attribution
Licensee shall give
Creator credit in connection with the exploitation of the Materials by
identifying Creator in an appropriate manner in conjunction with the
Works as displayed on the Site or Sites.
6. Fees
In consideration for
the license granted to Licensee hereunder, Licensee shall pay to
Creator the sum of $ XXXXX USD
7.
Proprietary Rights. Non-Exclusive License
This is a non-exclusive license.
As between Licensee
and Creator, Licensee shall be the sole owner of all intellectual
property rights in the Site and all materials relating to the Site
other than the Works. Notwithstanding the foregoing, Creator shall
retain all rights with respect to the Works which are not expressly
granted to Licensee herein and Creator may exercise, sell, license, or
otherwise dispose of such rights at any time. Creator may sell,
license, or otherwise transfer rights to the Work to other entities,
even competing entities.
8. Prohibition against re-sale
or transfer of rights by Licensee
The Licensee agrees that this agreement
is neither assignable nor transferable. Licensee shall not re-sell,
sell, transfer, convey, re-assign, or otherwise divest interest in the
Works, for compensation or otherwise, to any third party under any
circumstance.
9.
Warranties and Representations
Creator warrants and
represents that (i) Creator has the right to enter into this Agreement
and grant the rights granted herein, and that there has been no prior
sale, publication, or transfer of rights to the Works or any party
thereof; (ii) the Works are Creator's original works, and do not now
and will not violate any existing intellectual property rights,
including, without limitation, copyright or trade secret or any
contractual rights, and that they contain no matter which, if
published, will be fraudulent, harassing, libelous, obscene, or a
violation of any rights of publicity or privacy, or any law or
regulation. Creator will fully cooperate with Licensee in responding
to and defending against any third party claim related to the Works.
10.
Indemnity
Each Party hereto
shall indemnify, defend, and hold harmless the other Party, its
editors, officers, employees, and agents with respect to any claim,
demand, cause of action, debt or liability, including reasonable
attorneys' fees, to the extent that it is based upon a claim that, if
true, would constitute a breach of any of the indemnifying Party's
representations, warranties, or agreements hereunder. Notwithstanding
the foregoing, Creator shall not be liable for any claims arising from
any matter displayed on the Site by Licensee which was not contained
in the Works, unless such matter was inserted with the permission of
Creator. In claiming any indemnification hereunder, the Party claiming
indemnification (the "Claimant") shall provide the other Party with
written notice of any claim which the Claimant believes falls within
the scope of the foregoing sections. The Claimant may, at its own
expense, assist in the defense if it so chooses, provided that the
other party shall control such defense and all negotiations relative
to the settlement of any such claim and further provided that any
settlement intended to bind the Claimant shall not be final without
the Claimant's written consent.
11.
Limitation of Liability
EXCEPT WITH RESPECT
TO LIABILITY ARISING FROM A PARTY'S INDEMNIFICATION OBLIGATIONS
HEREUNDER, NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR
DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES) SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR
ANTICIPATED PROFITS OR LOST BUSINESS. IN ANY EVENT, THE LIABILITY OF
LICENSEE HEREUNDER SHALL NOT EXCEED THE FEES, IF ANY, DUE AND OWING TO
CREATOR HEREUNDER.
12.
General
(a) Notices. All
notices under this Agreement shall be given in writing via overnight
mail to the addresses set forth in this agreement or such other
address as either party may substitute by notice hereunder and all
such notices given in accordance hereunder shall be deemed as given as
of the date of mailing.
(b) Headings. The
Section headings in this Agreement are for identification purposes
only and shall not affect the interpretation of this Agreement or any
party hereof.
(c) Partial
Invalidity. If any provision of this Agreement is determined by a
court of competent jurisdiction to be invalid or unenforceable, such
determination shall not affect the validity or enforceability of any
other part or provision of this Agreement.
(d) Waiver. The
waiver by either party of any breach of any provision of the Agreement
by the other party shall not be construed to be either a waiver of
that party's rights regarding any succeeding breach of any such
provision or a waiver of the provision itself.
(e) Entire Agreement.
This Agreement constitutes the entire agreement between the parties
with respect to this subject matter and supersedes all previous
proposals, both oral and written, negotiations, representations,
commitments, writings and all other communications between the
parties. This Agreement may not be released, discharged or modified
except by an instrument in writing signed by the parties.
(f)
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Michigan without reference to
its conflicts of laws provisions. Jurisdiction for litigation of any
dispute, controversy or claim arising out of or in connection with
this Agreement, shall be only in a federal or state court having
subject matter jurisdiction located in Ingham County, Michigan
(g) Relationship of Parties. Nothing
contained in this Agreement shall be deemed or construed as creating a
joint venture or partnership between Creator and Licensee. Neither
party, by virtue of this Agreement, is authorized as an agent,
employee or legal representative of the other. Except as specifically
set forth herein, neither party shall have the power to control the
activities and operations of the other and their status is, and at all
times will continue to be, that of independent contractors.
(h) Multiple Copies. This Agreement may be signed in
multiple copies, each of which shall constitute the same instrument.
Once completely executed, any reproduction of the Agreement made by
reliable means shall be considered an original.
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date hereof.
Affiliate
By:______________________
Name:____________________
Title:___________________
Reality Media Group
East Lansing, Michigan
By:______________________
Name: Jacob
Linder
Title: President |
