Tattoo Artist License Agreement

Exclusive License for Reproductions of Tattoo Works

License agreement made on the (date), between

of
, referred to herein as Licensor, and , a corporation organized and existing under the laws of the state of ,

with its principal office located at
, referred to herein as Company.

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. License

Licensor hereby grants Company a worldwide exclusive license to reproduce, distribute, copy, display, perform, modify and create derivative Works of Licensor’s Tattoo Works and designs, hereinafter called the Works in hard copy, electronic form, or in any medium now existing or hereafter created (the License).

2. Relationship of the Parties

For all purposes of this Agreement each party shall be and act as an independent contractor and not as partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Licensor is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort.

3. Representations & Warranties

Licensor hereby represents and warrants that:

A. No part of this Agreement is or will be inconsistent with any obligation Licensor may have to others;

B. Licensor has the full right to allow it to provide the assignments and rights provided for herein; and

C. Licensor’s Works will not infringe on any copyright, trademark, service mark, trade name, patent, trade secret or other intellectual property or proprietary right or right of publicity or privacy of, or libel, slander, defame or disparage, any third party.

4. Duties of Company

A. Company shall make reproductions of those original tattoo art creations of Licensor. Company shall exercise the best efforts to produce quality reproductions of the following kinds:

B. Company shall not manufacture any other kinds of reproductions without the written permission of Licensor.

5. Royalties

Licensor shall receive as royalties % of the gross receipts received by Company for the sale of the reproductions either wholesale or retail. Each payment shall be without withholding of any kind. All payments under this Agreement shall be paid by certified check or other reasonable means requested by Licensor. The due date of each payment shall be on the first day of each quarter beginning (date).

6. Accounting

Licensor shall be provided with a (e.g., quarterly) accounting of the number of reproductions sold and amounts received by Company together with payment for any royalties due.

7. Audit Rights

Once per calendar year, Licensor shall have the right to have his agents or representatives inspect and copy the books and records of the Company dealing with this Agreement upon two weeks' advance written notice. Company shall keep for at least three years full, true, and accurate separate books and records of accounts relating to this Agreement (i.e., without commingling books and records for other business ventures of the Company).

8. Assignments

Licensor has executed this License Agreement in reliance on Company's reputation for the manufacture of quality reproductions. This License is not assignable without the written approval of Licensor.

9. Copyright

Company shall take all appropriate steps to register the Works for copyright throughout the area of distribution and sales. Both parties shall employ customary security procedures to protect the copyright of the Works and use the following copyright notice on all materials, notices, and registrations, including, but not limited to, the Works:

10. Piracy

Each party agrees to employ adequate measures to protect their respective rights from piracy. If any third parties infringe on either party's respective rights pursuant to this Agreement (including copyright infringement), then each party shall use their best efforts (including undertaking any actions or lawsuits) to prevent such infringement, with each party to share equally in the cost and expense.

11. Mutual Indemnification

Both Company and Licensor agree to indemnify and hold harmless the other (and their representatives, partners, owners, agents, etc.) from all costs, loss, liabilities, and expense to the other party caused by a breach of any representation and warranty of the breaching party.

12. Term

The term of this License Agreement shall commence on the date it is executed by both parties and shall expire at midnight on (day, month and year), unless sooner terminated in accordance with the terms and conditions of this Agreement.

13. Termination

A. If either party at any time during the existence of this Agreement shall fail to comply with or fulfill any of the terms or conditions of this Agreement, the non-breaching party may at his or its option terminate this Agreement.

B. If a petition in bankruptcy is filed by or either party, or if either party is adjudged insolvent by any court, or if a trustee or a receiver of any property of either party is appointed in any suit or proceeding, or if either party makes an assignment for the benefit of creditors or takes the benefit of any bankruptcy or insolvency act, or if either party liquidates his or its business for any cause whatever, the other party may, at his or its option, terminate this Agreement, and the termination shall then be effective as of the date of the filing of the petition, adjudication, appointment, assignment or declaration, or commencement of liquidation, and all rights granted in this Agreement shall then revert to the other party.

14. Right to use Name and Likeness of Licensor

Company shall have the right to use the name and likeness of Licensor in promoting the sale of the Works, and for no other purpose.

15. Unsold Inventory and Work in Progress at Termination

A. On any termination of the term of this Agreement, Company shall have the option to purchase at % of the direct cost of reproduction any unsold Works. Within business days after any such termination, Company shall send the Licensor a list of all unsold Works including the price in the immediately preceding sentence. Company may exercise its option by written notice to Licensor within the next following business days specifying the Works that it desires to purchase accompanied by payment of the purchase price for such Works. If or to the extent the Company does not exercise the option, Company shall continue to exercise reasonable efforts to sell the Works remaining with Company and shall continue to account for such sales and to pay royalties to the Licensee as provided in this Agreement.

16. 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.

17. 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.

18. Governing Law

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

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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.

27. In this Agreement, 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.