Content Licensing Agreement Grants rights to use and distribute content, specifying content, distribution channels, royalties, and usage restrictions.
This Content Licensing Agreement (the "Agreement") is entered into as of the Effective Date by and between Stellar Photography Studio, LLC, a limited liability company organized under the laws of the United States, having its principal place of business at [address] ("Licensor"), and Creative Media Productions, Inc., a corporation organized under the laws of the United States, having its principal place of business at [address] ("Licensee").
2.1. Definition of Licensed Content
The term "Licensed Content" shall mean a collection of high-resolution digital images, including but not limited to photographs and graphics, owned by Licensor, in a range of subjects, such as landscapes, portraits, and abstract photography.
3.1. License Grant
Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee, and Licensee hereby accepts from Licensor, a non-exclusive, worldwide, royalty-bearing, non-transferable, and non-sublicensable license to use, reproduce, publicly perform, publicly display, and distribute the Licensed Content for incorporation into creative media projects, including websites, promotional materials, and social media content, during the Term (as defined below).
4.1. Licensing Fees
Licensee shall pay to Licensor a one-time licensing fee of [amount] (the "Licensing Fee") within [number] days of the Effective Date. The Licensing Fee is non-refundable.
4.2. Royalties
In addition to the Licensing Fee, Licensee shall pay to Licensor royalties equal to [percentage] of the net revenue generated by Licensee from the use of the Licensed Content ("Royalties"). Royalties shall be payable on a quarterly basis, with payment due within [number] days following the end of each calendar quarter.
5.1. Unauthorized Uses
Licensee shall not use the Licensed Content in any manner that violates any applicable laws or regulations or in any manner that infringes or violates the rights of any third party. Licensee shall not sublicense, sell, rent, loan, or transfer the Licensed Content to any third party, unless otherwise agreed to by the Parties in writing.
5.2. Attribution
Licensee shall provide clear and conspicuous attribution to Licensor in any use of the Licensed Content, unless otherwise agreed to by the Parties in writing.
6.1. Term
This Agreement shall commence upon the Effective Date and shall remain in effect for a period of [number] years (the "Term"), unless earlier terminated in accordance with the provisions of this Agreement.
6.2. Termination for Breach
Either Party may terminate this Agreement if the other Party breaches any material term or condition of this Agreement, and such breach remains uncured for a period of [number] days following written notice thereof to the breaching Party.
7.1. Mutual Representations and Warranties
Each Party represents and warrants to the other Party that: (a) it has the full right, power, and authority to enter into and perform its obligations under this Agreement; and (b) its execution, delivery, and performance of this Agreement will not result in a violation of any other agreement, obligation, restriction, or legal or equitable duty to which it is a party or by which it is bound.
7.2. Licensor's Representations and Warranties
Licensor represents and warrants to Licensee that: (a) it is the sole and exclusive owner of the Licensed Content or has obtained all necessary rights, licenses, and permissions to grant the rights and licenses granted herein; (b) the Licensed Content does not infringe or violate any copyright, trademark, trade secret, or other intellectual property or proprietary rights of any third party; and (c) the Licensed Content does not contain any defamatory, obscene, or otherwise unlawful material or content.
This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the State of [state], without giving effect to any principles of conflicts of law.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, whether oral or written, related to the subject matter hereof.
In this Content Licensing Agreement, you will see the following sections:
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