Fill and Sign the Name License Agreement Form

Domain Name License Agreement This License Agreement (this Agreement ) is made this       , (Date) between       , a corporation organized and existing under the (Name of Licensor) laws of the state of       , with its principal office located at (Name of State)       , referred to herein as the Licensor, and (Street Address, City, County, State, Zip Code)       , a corporation organized and existing under the laws of the (Name of Licensee) state of       , with its principal office located at (Name of State)       . (Street Address, City, County, State, Zip Code) Whereas, Licensor is the registered owner of the domain name known as www.       .com ( Licensed Name Website ); and Whereas, Licensor is willing to allow Licensee to use the Licensed Name Website in exchange for the fees and on the terms set forth in this Agreement; Now, therefore, for and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows: I. Term of License. A. Initial Term. The initial term of this Agreement is       years beginning on (Number)       , and ending on       , unless sooner terminated (Date) (Date) as provided below in this Agreement. B. Renewal Periods. Licensee has the right, in Licensee’s sole-discretion, to       consecutive extensions of this Agreement. Each extension period will be for (Number)       years. To exercise each extension of this Agreement, Licensee must either: (Number) 1. Deliver written notice to Licensor no earlier than one hundred eighty (180) calendar days and no later than ninety (90) calendar days before the current term expires, or, 2. Continue performance of all Licensee’s obligations, including paying the Licensee Fee, as provided in this Agreement. Either one of these options will Domain Name License Agreement Page 1 of 6 renew the License Agreement for the next       year extension term until (Number) the end of the       extension term. The initial term and effective extension (Number) terms are collectively referred to as the License Term. II. Grant of License. A. Licensor hereby grants Licensee the exclusive, right to use the Licensed Name Website for the express purpose of       . (Describe) Licensee must obtain prior written consent from Licensor for any other use of the Licensed Name Website. B. Licensee’s use of the Licensed Name Website must comply with all laws, ordinances, and regulations relating to the possession or use of domain names. The Licensed Name Website shall not be used for anything other than what is provided for in this agreement without written consent by the Licensor. C. Ownership of the Licensed Name Website will at all times remain with Licensor unless and until transfer of ownership is approved in writing by the Licensor. III. Access to Licensed Name Website. A. Licensee’s Access. Upon execution of this Agreement and payment of the initial payment of License Fee as provided in this Agreement, Licensor will modify the Domain Name System (DNS) as directed by the Licensee. B. Licensor's Access. Licensor will have the right to access accounts with which the Licensed Name Website is associated and Licensee will deliver to Licensor on written request any and all usernames and passwords to any account related to the Licensed Named Website that the Licensor may request, including but not limited to the following:       . (Describe) IV. Licensee’s Obligations. A. Maintenance of Licensed Name Website. Licensee agrees to keep the Licensed Name Website properly maintained with the goal of maximizing profit. Licensee has complete artistic license over the design of the website. B. Forms Legal Compliance. Licensee agrees to keep all forms on the Licensed Name Website in compliance with the all laws and regulations of the applicable state or states. C. Indemnification of Licensor. Licensee agrees, at its sole expense, to fully indemnify and hold harmless Licensor of and from any and all claims, demands, actions, causes of action, losses, damages, lawsuits, including reasonable attorneys’ fees and court Domain Name License Agreement Page 2 of 6 costs, to the extent caused by, related to, or arising out of Licensee’s use of the license granted by this Agreement. D. Infringement. Licensee will, during the term of this Agreement and at its sole expense, defend the Licensed Name Website against any infringing uses which become known to Licensee and fully indemnify Licensor. E. If for any reason the Licensed Name Website is hacked or is unable to function due to a third party’s actions, this License Agreement will remain in full force and effect and Licensee will make a good faith effort to return the Licensed Name Website to full functionality. V. Licensor’s Obligations. A. Licensor will not cause, directly or indirectly, the termination or interruption of any service that serves Licensee including but not limited to canceling the hosting account, transferring the Licensed Name (except as provided in this Agreement), or any other act that prevents the fullest functionality of the Website. B. Licensor will not prevent Licensee from accessing the Licensed Name Website by any means without giving Licensee an advanced thirty (30) day written notice. C. Domain registration will remain the responsibility of Licensor during the Term of this Agreement. Licensor will keep registration up-to-date. Licensor will not be liable to Licensee for any acts or omissions of any domain name registrar or other conduct beyond Licensor’s control. VI. License Fee. A. Monthly Payments. In consideration of the license granted, the first payment is due on       , followed by subsequent payments on the first (1st) day of (Date) every month (the Due Date ) thereafter during the Term of this Agreement. Licensee agrees to pay Licensor a license fee of $       per month. B. Initial Payment. Upon execution of this Agreement, Licensee will pay Licensor an initial non-refundable fee of $       that will be applied to the first License Fee payment for September due on October 1st. C. Manner of Payment. Licensor will send License Fee payments to       . (Street Address, City, County, State, Zip Code) D. Monthly Report. With each monthly License Fee payment, Licensee will provide Licensor with a monthly Revenue and Expense Report for that payment month. Licensor may give Licensee a written request for detail backup information supporting the expenses and revenue, which Licensee will provide within ten (10) business days of the date of the request. (Business days are defined as Monday through Friday except federal holidays). Domain Name License Agreement Page 3 of 6 E. Late Charges. If Licensee Fee has not been paid in full to Licensor by the Due Date, Licensee must pay to Licensor a late charge of $       per day until the Licensee Fee and all late charges are paid in full. Unpaid amounts will bear interest at the rate of       % per annum. Licensee Fees, late charges and interests are collectively referred to in this Agreement as License Fees. F. Adjusted License Fee Payment. If during this Agreement the Licensed Name Website is inaccessible or accessible but not in the condition when this Agreement is executed due to Licensor’s failure to perform its obligations under this Agreement, the Licensee Fee will be reasonably adjusted by mutual agreement between the parties to reflect the inaccessibility or changed condition of the Licensed Name Website. VII. Default. A. Default of Licensee. Licensee will be in default on occurrence of any of the following events during the Term of this Agreement: 1. Licensee fails to pay any Licensee Fee when due and the default continues for ten (10) business days. (Business days are defined as Monday through Friday except federal holidays). 2. Licensee fails to perform any obligation of Licensee under this Agreement and fails to remedy that failure within ten (10) business days of receiving written notice from Licensor describing said default. 3. Licensee misuses the Website or intentionally takes any action that causes severe destruction or damage of the Website, in which event Licensee will be in default without the right to cure and Licensor has the right to immediately cancel this Agreement by giving Licensee written notice, and Licensor may modify the DNS. B. Licensor’s Default. Licensor will be in default if Licensor fails to perform any obligation of Licensor under this Agreement and fails to remedy that failure within       business days of receiving written notice from Licensee’s describing said (Number) default. VIII. Sale of Licensed Name Website. A. Parties’ Agreement Required. During the Term of this Agreement, Licensee and Licensor must mutually agree in writing to any sale of the Licensed Name Website. B. Sale Proceeds. The proceeds of any sale of the Licensed Name Website during the Term of this Agreement will be divided equally between the parties:       % to Licensor and       % to Licensee. C. First Right of Refusal. If at any time during the Term of this Agreement Licensor receives a bona fide offer to sell all or any interest in the Licensed Name Website or Licensor’s rights under this Agreement and Licensor is willing to accept said Domain Name License Agreement Page 4 of 6 offer, Licensee will have the first right to purchase the Licensed Name Website on the same terms and conditions offered by the third party potential purchaser. Prior to accepting the third party’s offer, Licensor will give written notice to Licenses stating the terms and conditions of the third party’s offer. Licensee must deliver written notice of exercise of the right of first refusal to Licensor within       business days, which (Number) notice must clearly and definitively state Licensor’s in detail the terms of Licensor’s offer. D. Licensor’s Right to Transfer Interests. Despite any provision in this Agreement to the contrary, Licensor may transfer his interests in the Licensed Name Website and this Agreement to a trust for the benefit of such transferee(s). Any permitted transferee(s) shall hold their interests subject to all provisions of this Agreement and shall make no further transfers except as provided in this Agreement. IX. Termination. A. Termination for Cause; Failure to Cure. Either party may terminate this Agreement for cause after giving notice to the other party of default and failure by the other party to cure the default as provided in this Agreement. This Agreement, and all obligations of the parties hereunder, will terminate as of the end of the cure period unless such other date may appear in the notice. B. Bankruptcy. In the event either party commences a proceeding for protection in the Bankruptcy Court, the other party may give written notice of cancellation of this Agreement, effective immediately or on the date provided in the notice. C. Termination without Right to Cure. If Licensee is in default without the right to cure as provided herein, Licensor has the right to immediately cancel this Agreement by giving Licensee written notice. D. Re-License Rights. Upon non-extension, expiration, or earlier termination of this Agreement as provided in this Agreement, Licensor has the right to re-license the Licensed Name Website in its sole discretion. X. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. XI. 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. XII. Governing Law. This Agreement shall be governed by, construed, and enforced in Domain Name License Agreement Page 5 of 6 accordance with the laws of the State of       . (Name of State) XIII. Notices. Unless provided herein to the contrary, 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. XIV. 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. XV. 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. XVI. 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. XVII. 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. XVIII. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XIX. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. XX. No Partnership Fees paid to Licensor will be deemed strictly as license fees and nothing herein will be construed to create the legal relation of a partnership or joint venture by or between Licensor and Licensee. WITNESS our signatures as of the day and date first above stated.             (Name of Licensor) (Name of Licensee) By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name & Office in Corporation) (P rinted Name & Office in Corporation) Domain Name License Agreement Page 6 of 6