Reproductive Rights Reproduction Agreement

REPRODUCTIVE RIGHTS REPRODUCTION AGREEMENT

This Reproductive Rights Reproduction Agreement (the Agreement) is entered into as of by and between Licensor Name: , Entity Type: Individual Corporation Nonprofit Other, with a principal place of business at ; and Licensee Name: , Entity Type: Individual Corporation Nonprofit Other, with a principal place of business at .

RECITALS

WHEREAS, Licensor owns or controls certain materials, content, documentation, audiovisual works, images, testimonials, and related metadata concerning reproductive health and reproductive rights (collectively, the Materials); and

WHEREAS, Licensee desires the non-exclusive right to reproduce, distribute, and otherwise use the Materials for the limited, lawful purposes set forth herein, and Licensor is willing to grant such rights on the terms and conditions contained in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to reproduction and associated moral-rights and privacy considerations.

NOW, THEREFORE

In consideration of the mutual covenants and promises set forth 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. "Materials" means the items specifically described by Licensor and identified in the Materials Description field below, including all underlying footage, images, transcripts, metadata and related documentation provided to Licensee for reproduction.

1.2. "Reproduce" or "Reproduction" means to copy, transcribe, print, photograph, digitize, record, post, distribute, transmit, or otherwise make the Materials available in any medium.

2. GRANT OF RIGHTS

2.1. Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable (subject to Section 12) license to Reproduce the Materials solely for the Permitted Uses set forth in Section 3, within the Territory and Term defined below, and subject to the restrictions and conditions of this Agreement.

3. PERMITTED USES AND RESTRICTIONS

3.1. Permitted Uses: Reproduction only for educational, advocacy, research, internal training, public information, and policymaking purposes that do not misrepresent the context of the Materials and do not violate applicable law.

3.2. Prohibited Uses: Licensee shall not (a) sell the Materials as a standalone product; (b) use the Materials for clinical diagnosis or medical procedures; (c) alter Materials in a manner that misattributes or materially distorts the subject matter without prior written approval; or (d) use the Materials in connection with illegal activity or to promote discrimination or coercion.

4. MORAL RIGHTS, ATTRIBUTION, AND PRIVACY

4.1. To the extent permitted by law, Licensor hereby irrevocably waives and agrees not to assert any moral rights or rights of attribution or integrity with respect to the Materials as reproduced by Licensee in accordance with this Agreement.

4.2. Licensee shall use commercially reasonable efforts to include attribution to Licensor when Materials are reproduced, except where doing so would violate privacy or introduce risk to individuals depicted. Licensee shall comply with all applicable privacy, publicity and data protection laws in the handling and distribution of Materials.

5. COMPENSATION

5.1. License Fee: In consideration for the license granted hereunder, Licensee shall pay Licensor the fee set forth in the Fee field below or as otherwise agreed in writing.

5.2. Taxes: Each party shall be responsible for its own taxes arising from this Agreement. Licensee will withhold and remit taxes where required by law.

6. RECORDS, AUDIT, AND REPORTS

6.1. Licensee shall maintain accurate records regarding the use and distribution of the Materials and shall provide Licensor with written reports upon request specifying the nature and extent of Reproductions. Licensor shall have the right to audit such records upon reasonable prior notice and during normal business hours.

7. REPRESENTATIONS AND WARRANTIES

7.1. Licensor represents and warrants that (a) it has all right, title, and interest necessary to grant the rights granted herein; (b) the Materials do not infringe the intellectual property rights of any third party; and (c) to Licensor’s actual knowledge, the Materials do not violate applicable law or contain knowingly false statements of fact.

7.2. Licensee represents and warrants that it will use the Materials only as permitted by this Agreement and will comply with applicable laws and standards of professional conduct when reproducing and distributing the Materials.

8. INDEMNIFICATION

8.1. Licensor Indemnity: Licensor shall indemnify, defend and hold harmless Licensee from and against any third-party claim arising from Licensor’s breach of its representations in Section 7.1.

8.2. Licensee Indemnity: Licensee shall indemnify, defend and hold harmless Licensor from and against any third-party claim arising from Licensee’s distribution or use of the Materials in breach of this Agreement or applicable law.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. CONFIDENTIALITY

10.1. Each party shall keep confidential any non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information except as required by law or with the disclosing party’s prior written consent.

11. TERM AND TERMINATION

11.1. Term: This Agreement shall commence on the Effective Date and shall continue for the period set forth in the Term field below, unless earlier terminated in accordance with this Section.

11.2. Termination for Cause: Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party materially breaches any provision and fails to cure within the notice period.

11.3. Effect of Termination: Upon termination, Licensee shall cease further Reproduction and distribution of the Materials and, at Licensor’s election, return or certify destruction of all non-archival copies. Sections 4, 7, 8, 9, 10, and 12-17 shall survive termination.

12. NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the parties at the addresses set forth below by certified mail, overnight courier, or confirmed electronic delivery.

13. AMENDMENTS; WAIVER; COUNTERPARTS

13.1. Amendment: Any amendment or modification of this Agreement must be in writing and signed by both parties.

13.2. Waiver: No waiver shall be effective unless in writing and signed by the waiving party. A waiver of one breach shall not constitute a waiver of any other or subsequent breach.

13.3. Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically or by facsimile shall be binding.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the substantive laws selected by the parties in the Governing Law field below, without regard to conflicts of law rules. The parties submit to the exclusive jurisdiction of the courts of the chosen jurisdiction for disputes arising hereunder.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings and agreements, whether written or oral.

15.2. Severability: If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the intent of the parties insofar as possible.

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