Copyright License Agreement

Copyright License Agreement

This Copyright License Agreement (the "Agreement") is entered into as of by and between Licensor Name: a(n) located at , and Licensee Name: a(n) located at .

Recitals

WHEREAS, Licensor is the sole owner of certain copyrighted works described as: (the "Works"); and

WHEREAS, Licensee desires to obtain, and Licensor is willing to grant, a license to use the Works on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth herein the rights, obligations and consideration relating to such license.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 "Works" means the copyrighted materials described above and further in Exhibit A, including all revisions, derivatives and associated materials created during the Term.

1.2 "Territory" means .

1.3 "Permitted Uses" means the uses expressly authorized in Section 2.2 of this Agreement.

2. Grant of License

2.1 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a Exclusive Non-exclusive license to reproduce, distribute, publicly display and create derivative works of the Works solely for the Permitted Uses in the Territory during the Term.

2.2 Permitted Uses: Licensee may use the Works for subject to any restrictions set forth in Exhibit B.

3. Term

3.1 This Agreement shall commence on the Effective Date and shall continue for a period of years unless earlier terminated in accordance with Section 11.

4. Consideration and Payment

4.1 License Fee. In consideration for the rights granted herein, Licensee shall pay Licensor a license fee of payable as follows:

4.2 Taxes. All taxes, duties and similar charges arising from the payments under this Agreement shall be borne by .

5. Ownership; Reservation of Rights

5.1 Ownership. Licensor represents and warrants that it is the sole and exclusive owner of the Works and of all copyrights therein. Licensor retains all right, title and interest in and to the Works, subject only to the license expressly granted to Licensee under this Agreement.

5.2 Reservation. Except for the rights expressly granted in Section 2, all rights are reserved by Licensor, including but not limited to reproduction, distribution, adaptation and performance rights.

6. Moral Rights

6.1 To the extent permitted by law, Licensor hereby irrevocably waives, and agrees not to assert, any moral rights or attribution claims with respect to Licensee's exercise of the license granted under this Agreement.

7. Representations and Warranties

7.1 Licensor represents and warrants that: (a) it has full power and authority to enter into and perform this Agreement; (b) the Works do not infringe the copyrights or other proprietary rights of any third party; and (c) there are no outstanding licenses, assignments, liens or encumbrances that would impair the rights granted herein.

7.2 Licensee represents and warrants that it will use the Works only as authorized in this Agreement and will comply with all applicable laws and third-party rights in its exploitation of the Works.

8. Indemnification

8.1 Licensor Indemnity. Licensor shall indemnify, defend and hold harmless Licensee from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claim that the Works, as provided by Licensor, infringe a third party's intellectual property rights.

8.2 Licensee Indemnity. Licensee shall indemnify, defend and hold harmless Licensor from and against any and all losses, damages, liabilities, costs and expenses arising from Licensee's use of the Works outside the scope of the license granted herein or from any modification of the Works by Licensee.

9. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 5 (OWNERSHIP) OR SECTION 8 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

10. Confidentiality

10.1 Each party shall keep confidential all non-public information received from the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information does not include information that is or becomes publicly available without breach of this Agreement.

11. Termination

11.1 Either party may terminate this Agreement upon thirty (30) days' written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within the notice period.

11.2 Upon termination or expiration, Licensee shall immediately cease all use of the Works except to the extent that continued use is expressly permitted in writing by Licensor or required to wind down distribution in a commercially reasonable manner for a period not to exceed days.

12. Effect of Termination

12.1 Termination shall not relieve either party of obligations incurred prior to termination. The rights and obligations that by their nature are intended to survive termination (including Sections 5, 7, 8, 9, 10 and 18) shall survive.

13. Assignment

13.1 Neither party shall assign or transfer this Agreement or any rights hereunder without the prior written consent of the other party, except that Licensor may assign to an affiliate or in connection with a merger, sale of substantially all assets or change of control provided that the assignee assumes Licensor's obligations hereunder.

14. Notices

14.1 All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier, to the addresses set forth below or to such other address as either party may specify by notice to the other.

15. Amendments; Waiver

15.1 Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. Failure by either party to enforce any provision shall not constitute a waiver of that provision or any other provision.

16. Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that most nearly effects the parties' intent.

17. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

18. Entire Agreement

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

19. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed to be original signatures.

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