Copyright License Agreement

License for the Use of a Copyright

Agreement made on the , between (Name of Copyright Owner), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein as Owner, and (Name of Licensee), a corporation organized and existing under the laws of the state of , with its principal office located at (street address, city, county, state, zip code), referred to herein as Licensee.

Whereas, Owner has exclusive rights and owns , hereinafter called Copyrighted Property; and

Whereas, Owner desires to grant a license to Licensee to the use of Copyrighted Property pursuant to the terms of this Agreement;

Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Nature of Copyright

The continuing existence and validity of Owner in Copyrighted Property shall be of the essence of this Agreement. Maintenance of the exclusivity contemplated hereunder at all times during the Term shall also be of the essence of this Agreement. Any material breach by Owner of its obligations hereunder to maintain and protect Copyrighted Property as contemplated hereunder shall constitute a default under this Agreement.

2. Grant of License

Owner does hereby grant or cause to be granted to Licensee a worldwide, nonexclusive, nontransferable license (the License) to use, on its own or otherwise, Copyrighted Property. In all respects, the terms granted to Licensee under this License shall be no less favorable than the use of Copyrighted Property by Owner. Owner shall retain the right to license all or any part of Copyrighted Property subject to the following restrictions: .

3. Scope of Use

Owner shall not have the right to exercise its rights to Copyrighted Property under its own name, except with respect to interface and other activities contemplated herein, for so long as this Agreement is in effect (including all extensions).

4. License Fee

Licensee shall pay a license fee to Owner in the amount of $ , payable as follows:

A. $ payable on signature of this Agreement; plus

B. $ payable on each of the first (number) of anniversary dates from the signing of this Agreement.

5. No Waiver

The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

6. Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

7. Notices

Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

8. Attorney’s Fees

In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees.

9. Mandatory Arbitration

Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

10. Entire Agreement

This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

11. Modification of Agreement

Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

12. Assignment of Rights

The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

In this contract, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine.

WITNESS our signatures as of the day and date first above stated.