Content License Agreement

7.05 Form: Content License Agreement Between Author and Web Site Owner

AGREEMENT dated as of , 20__ (the "Effective Date") between ("Licensee"), and ("Author"), (Licensee and Author collectively referred to herein as the "parties").

WHEREAS, Licensee wishes to display certain works (the "Works") on its site on the World Wide Web portion of the Internet (the "Site"); and

WHEREAS, Author 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 Author agree as follows:

1. Grant of License

Author hereby grants to Licensee, for the duration of the Term (as defined in Section 5 hereof), the 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 of 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. Promotional Use

Author 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: (i) using references to and excerpts from the Materials not to exceed (__) words in length; and (ii) using Author's name, biographical information, likeness, pseudonym and/or image in connection with authorized uses of the Materials.

3. Delivery of Materials

Within (__) business days of the execution of this Agreement, Author shall deliver to Licensee, at Author's expense, copies of printed versions of the Works that shall be used by Licensee for display thereof on the Site. Author agrees to make such changes in the Works as may reasonably be requested by Licensee prior to publication, to assist Licensee's editorial personnel in the verification of any information contained in the Works, and to retain all notes, drafts and copies relating to the Works for (__) years from publication. Final editing, headings and subheadings, illustrations and captions shall be in the sole discretion of Licensee. Licensee has the right not to publish the Materials at its discretion.

4. Credit and Attribution

Licensee shall give Author credit in connection with the exploitation of the Materials by identifying Author in a prominent manner in conjunction with the Materials as displayed on the Site.

5. Term and Renewal

The term of this Agreement (the "Term") shall commence upon delivery of the Materials in a form acceptable to Licensee and continue for a period of (__) year or until terminated in accordance with this Agreement. The Agreement may be renewed for successive (__) year periods, on the terms and conditions set forth herein, provided Licensee notifies Author at least (__) days prior to the expiration of the then-current term. Should the parties fail to renew the Agreement at the expiration of the then-current term, all rights granted herein shall automatically revert to Author without further notice.

6. Fees

During the Term, and in consideration for the license granted to Licensee hereunder, Licensee shall pay to Author a percentage, as described in Schedule A attached hereto, of Net Advertising Revenue derived from the sale of advertising which appears on the same page of the Site as any portion of the Materials (other than those portions of the Materials used to promote the Materials) excluding (i) amounts collected for sales or use taxes or duties; and (ii) all applicable commissions, discounts and credits.

7. Proprietary Rights

As between Licensee and Author, Licensee shall be the sole owner of all intellectual property rights in the Site and all materials relating to the Site other than the Materials. Notwithstanding the foregoing, Author shall retain all rights with respect to the Materials which are not expressly granted to Licensee herein and Author may exercise, sell, license, or otherwise dispose of such rights at any time; provided, however, that during the Term of this Agreement, Author shall not license to any third party the right to use the Materials in any media.

8. Warranties and Representations

Author warrants and represents that (i) Author 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 Materials or any party thereof; (ii) the Materials are Author'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. Author will fully cooperate with Licensee in responding to and defending against any third party claim related to the Materials.

9. 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, Author shall not be liable for any claims arising from any matter displayed on the Site by Licensee which was not contained in the Materials, unless such matter was inserted with the permission of Author. 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.

10. Limitation 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 AUTHOR HEREUNDER.

11. General

(a) Notices. All notices under this Agreement shall be given in writing via overnight mail to the addresses set forth in Exhibit A 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 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 County, .

(g) Relationship of Parties. Nothing contained in this Agreement shall be deemed or construed as creating a joint venture or partnership between Author 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date hereof.