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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