Media License Contract Request

MEDIA LICENSE CONTRACT REQUEST

This Media License Contract Request (the Agreement) is entered into as of (Effective Date), by and between the parties set forth below.

Parties

Individual Corporation LLC Other:

Individual Corporation LLC Other:

RECITALS

WHEREAS, Licensor is the legal owner or authorized distributor of certain media assets, including but not limited to photographs, video recordings, audio recordings, and associated metadata (collectively, Licensed Media) described more fully below; and

WHEREAS, Licensee desires to obtain from Licensor a license to use the Licensed Media for the purposes and within the scope specified in this Agreement, and Licensor is willing to grant such a license subject to the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. SCOPE OF WORK / LICENSED MEDIA

Description of Licensed Media and permitted uses (required: identify assets, formats, delivery methods, and permitted exploitation):

Exclusivity: Exclusive Non-exclusive

2. PAYMENT TERMS

Payment Terms (e.g., net days):

3. TERM AND TERMINATION

Term Commencement Date:   Term Expiration Date:

Renewal: Automatic renewal unless terminated Renewal only by written amendment

Termination for Convenience: Either party may terminate upon days' prior written notice.

Termination for Cause: Material breach not cured within days after written notice; remedies include injunctive relief and damages.

Effect of Termination: Upon termination Licensee shall immediately cease further exploitation of the Licensed Media and, within days, return or certify destruction of all copies, except as expressly permitted in writing.

4. CONFIDENTIALITY

Each party shall treat as confidential all non-public business information disclosed by 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: (a) is or becomes publicly available without breach; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other's confidential information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other to permit a protective order.

Confidentiality Period (after termination): years.

5. INTELLECTUAL PROPERTY

Licensor retains all right, title and interest in and to the Licensed Media and all related intellectual property rights. Licensor grants Licensee a limited, non-transferable, non-sublicensable (unless expressly agreed), revocable if terminated license to use the Licensed Media solely as permitted in this Agreement. Licensee shall not remove copyright notices, metadata, or other ownership markings.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

Licensor represents and warrants that it has full authority to grant the license described herein and that the Licensed Media does not infringe third-party copyrights or violate rights of privacy or publicity. Licensee represents that its intended uses are lawful and will comply with applicable laws and the terms of this Agreement.

7. INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's use of the Licensed Media, breach of this Agreement, or violation of third-party rights. Licensor shall indemnify Licensee for claims arising from Licensor's breach of its representations and warranties herein.

8. LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for all claims arising out of this Agreement shall not exceed the total license fees actually paid by Licensee to Licensor under this Agreement in the twelve (12) months preceding the claim.

9. NOTICES

Notices shall be in writing and delivered by hand, certified mail, or nationally recognized courier service and are effective upon receipt.

10. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict-of-law principles. The parties agree that any dispute arising out of or relating to this Agreement will be resolved by binding arbitration unless the parties mutually agree otherwise.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits or schedules attached hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

12. MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Licensor may assign to an affiliate or successor in connection with a sale of substantially all assets.

Severability: If any provision is held invalid, the remaining provisions shall remain in full force and effect.

ADDITIONAL REQUEST DETAILS

Sign Now