NON-EXCLUSIVE COPYRIGHT LICENSE
This AGREEMENT is entered by and between You ("Licensor") and NFT Digital Management ("Licensee").
A. Licensor owns the copyright, title, trademarks and all other related rights in and to the work submitted (hereinafter "Material").
B. Licensee is engaged in the creation of NFTs (non-frangible tokens) and market positioning.
C. Licensee is granted by Licensor the rights to incorporate the Material into one or more marketplaces.
NOW, THEREFORE, in consideration of the promises, conditions, covenants and warranties herein contained, the parties agree as follows:
1. Rights Granted.
Licensor hereby grants to Licensee, its successors and assigns, an non-exclusive right, license and privilege worldwide (the "Territory") to:
a. create an NFT of the Materials and reproduce, distribute, import and sell the Work in digital form for the following platforms throughout the Territory; [NFT marketplaces]
b. utilize the phrase "incorporating excerpts from the Material" on or in connection with the advertising, publicizing, marketing and distribution of the Work; and
c. publicly perform and authorize others to perform the Work (and those portions of the Material incorporated therein) in connection with the advertising, publicizing, marketing, distribution and use of the Work.
2. Licensor's Rights and Obligations.
a. Licensor warrants and represents that it owns all right, title and interest in and to the Material.
b. Licensor reserves unto itself all rights of every kind and nature except those specifically granted to Licensee herein; provided, that Licensor shall not grant any rights to use the Material or any portion thereof in any other interactive multimedia work without Licensee's written consent.
3. Licensee's Rights and Obligations.
a. Licensee shall be solely responsible for providing all technical expertise for the development and marketing of the Work.
b. Licensee shall be the sole owner of the Work and all proprietary rights in and to the Work; except, such ownership shall not include ownership of the copyright in and to the Material or any other rights to the Material not specifically granted in Section 1 above.
a. Licensor shall pay to Licensee fees calculated as follows: [ ] per unit on the first [ ] units of the Work sold by Licensee. [ ] per unit on the next [ ] units of the Work sold by Licensee. [ ] per unit on all sales of the Work over [ ] units. These fees are based upon a suggested retail price for the service of US$ and will be adjusted up or down on a prorata basis should the suggested retail price of the Work change.
b. Licensee shall render to Licensor on a quarterly basis, within forty-five (45) days after the end of each calendar quarter during which the Work is sold, a written statement of the royalties due to Licensor with respect to such Work. Such statement shall be accompanied by a remittance of the amount shown to be due. Licensor shall have the right, upon reasonable request, to review those records of Licensee necessary to verify the royalties paid. Any such audit will be conducted at Licensor's expense and at such times and in such a manner as to not unreasonably interfere with Licensee's normal operations. If a deficiency is shown by such audit, Licensee shall immediately pay that deficiency.
5. Warranty and Indemnification.
a. Licensor warrants and represents that it has the full right, power and authority to enter into this Agreement and to grant the rights granted herein; that it has not previously licensed exclusively the interactive multimedia rights to the Material to any third party; and that Licensee's inclusion and use of the Material will not violate any rights of any kind or nature whatsoever of any third party. Licensor shall indemnify and hold harmless Licensee, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fee), arising out of or in any way connected with any breach of any representation or warranty made by Licensor herein.
b. Licensee shall hold responsible Licensor, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in any way connected with any claim that the Work infringes any intellectual property rights or other rights of any third party, except to the extent such claim arises from a breach by Licensor of Section 5.a above.
6. Term and Termination.
a. The term of this Agreement shall be fifteen 1 year from the date of execution by both parties, unless terminated earlier pursuant to this section.
b. This Agreement shall be subject to termination at the election of Licensor, in the event that Licensee fails to begin distributing Work within one one (1) year of the date on which all parties have entered into this Agreement, by written notice given by Licensor to Licensee within thirty 30 days of the end of that one (1) year period.
c. This Agreement shall be subject to termination at the election of Licensor, by written notice to Licensee, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensee, and such default has continued for a period of thirty 30 days after written notice specifying the same shall have been given to Licensor.
d. This Agreement shall be subject to termination at the election of Licensee, by written notice to Licensor, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensor and such default has continued for a period of thirty 30 days after written notice specifying the same shall have been given to Licensee.
e. Upon termination or expiration of this Agreement, Licensee shall cease reproducing, advertising, marketing and distributing the Work as soon as is commercially feasible. Notwithstanding the foregoing, Licensee shall have the right to fill existing orders and to sell off existing copies of the Work, provided, the sale period shall not exceed six 6 months from the date of termination. Licensor shall have the right to verify the existence and validity of the existing orders of the Work upon reasonable notice to Licensee.
f. Termination or expiration of this Agreement shall not extinguish any of Licensee's or Licensor's obligations under this Agreement (including, but not limited to, the obligation to pay royalties) which by their terms continue after the date of termination or expiration.
7. General Provisions.
a. Successors/Assigns. This Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto.
b. Integration. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto.
c. Governing Law: Forum. This Agreement shall be governed by the laws of the State of Delaware, applicable to agreements made and to be wholly performed therein.
d. Notice. The address of each party hereto as set forth below shall be the appropriate address for the mailing of notices, checks and statements, if any, hereunder. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.
The parties have caused this License Agreement to be executed the day and year set forth on the date of submission.