Copyright License for Webinar

COPYRIGHT LICENSE FOR WEBINAR

This Copyright License Agreement for Webinar (the "Agreement") is made as of Effective Date: by and between Licensor Name: , an entity of type Individual Corporation LLC , with principal place of business at (Licensor), and Licensee Name: , an entity of type Individual Corporation LLC , with principal place of business at (Licensee).

RECITALS

WHEREAS, Licensor is the sole owner of all right, title and interest in the webinar presentation, materials, slides, audio, video and related works titled (the "Webinar") and holds the copyrights therein; and

WHEREAS, Licensee desires to obtain from Licensor a license to record, reproduce and distribute the Webinar in accordance with the terms set forth herein; and

WHEREAS, Licensor is willing to grant a limited license to Licensee under the terms and conditions contained in this Agreement.

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

1. GRANT OF LICENSE

1.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive / exclusive (select one) license to reproduce, record, distribute, stream, host, and publicly perform the Webinar and to create derivative works based upon the Webinar (collectively, the "Licensed Rights") during the Term and within the Territory.

1.2 Scope. The Licensed Rights include the right to (a) record the live presentation, (b) edit and integrate the recording with promotional materials, and (c) sublicense to third parties for the purpose of distribution, provided that sublicensing is subject to the restrictions in Section 1.5.

1.3 Territory. The rights granted hereunder shall apply in the following territory: .

1.4 Term. The Term of this license shall commence on the Effective Date and continue for unless earlier terminated in accordance with Section 10.

1.5 Restrictions. Licensee shall not remove, alter, or obscure any copyright notice, credits, or proprietary notices contained in the Webinar. Licensee shall not use the Webinar in any illegal, defamatory, or pornographic context. Any sublicenses must be in writing and impose the same restrictions as this Agreement.

2. CONSIDERATION

2.1 License Fee. In consideration for the rights granted herein, Licensee shall pay Licensor a license fee of (USD) according to the payment schedule set forth below.

2.2 Payment Terms. Payment shall be due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. DELIVERY; MATERIALS

3.1 Delivery. Licensor shall deliver to Licensee the original presentation files, slide decks, handouts, and any raw media necessary for Licensed Rights in a mutually agreed format no later than .

4. OWNERSHIP; MORAL RIGHTS

4.1 Ownership. Licensor retains all right, title and interest in and to the copyrights in the Webinar and all derivative works created by Licensor. Licensee's rights are limited to those expressly granted in this Agreement.

4.2 Moral Rights. To the extent permitted by applicable law, Licensor hereby irrevocably waives and agrees not to assert any moral rights or similar rights with respect to Licensee's exercise of the Licensed Rights. Licensor shall, at Licensee's request, execute any documents reasonably required to evidence such waiver.

5. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; and (b) performance of this Agreement will not violate any agreement with a third party. Licensor further represents and warrants that it is the exclusive owner of the copyrights and has the right to grant the rights granted herein, and that to Licensor's knowledge the Webinar does not infringe the intellectual property or publicity rights of any third party.

6. INDEMNIFICATION

6.1 By Licensor. Licensor shall defend, indemnify and hold Licensee harmless from and against any losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from any claim that the Webinar infringes a third party's intellectual property rights, provided that Licensee (a) promptly notifies Licensor in writing of the claim, (b) allows Licensor to control the defense and settlement, and (c) cooperates in the defense at Licensor's expense.

6.2 By Licensee. Licensee shall indemnify and hold Licensor harmless from and against any losses arising out of Licensee's breach of this Agreement, unauthorized uses of the Webinar, or any modifications or uses that exceed the scope of the License.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING OUT OF THIS AGREEMENT.

8. CONFIDENTIALITY

Each party agrees to maintain in confidence and not disclose Confidential Information received from the other party. Confidential Information does not include information that is publicly available or rightfully received from a third party without restriction. The obligations of confidentiality survive termination of this Agreement for a period of three (3) years.

9. TERMINATION; EFFECT OF TERMINATION

9.1 Termination for Cause. Either party may terminate this Agreement for material breach by the other party upon thirty (30) days' written notice if the breach remains uncured at the expiration of such period.

9.2 Effect. Upon termination, all rights granted to Licensee under this Agreement shall cease immediately, except that Licensee shall have a reasonable period to remove Licensed Materials from active distribution channels if and to the extent expressly permitted by Licensor. Sections concerning ownership, indemnification, confidentiality, payment for accrued fees, limitations of liability, and survivability shall survive termination.

10. NOTICES

All notices required or permitted by this Agreement must be in writing and delivered to the addresses set forth below or to such other address as either party may designate by notice in accordance with this Section. Notices are effective upon receipt.

11. ASSIGNMENT; AMENDMENT; WAIVER

11.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder.

11.2 Amendment; Waiver. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties. No failure or delay by either party in exercising any right shall constitute a waiver of that right.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties: , without regard to choice-of-law principles that would apply the laws of another jurisdiction.

12.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

13. 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 provided by electronic means shall be binding.

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