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Licensing and Distribution of Artwork Agreement

1. Parties

This Licensing and Distribution of Artwork Agreement ("Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between Visionary Art Creations, a [State] entity ("Licensor"), and ArtPulse Distributors, a [State] entity ("Distributor") (collectively referred to herein as the "Parties").

2. Purpose

This Agreement sets forth the terms and conditions under which Licensor grants to Distributor the exclusive license to distribute, market, and sell certain Digital Paintings and Illustrations ("Artwork") and the non-exclusive license to use the artist's name and likeness in connection with the Artwork, and Distributor accepts such licenses, in accordance with the terms and conditions set forth herein.

3. Grant of License

3.1. Licensing Scope

Licensor hereby grants to Distributor a non-exclusive, non-transferable, worldwide license to reproduce, distribute, publicly display, and publicly perform the Artwork, and to create derivative works of the Artwork, solely in connection with the purposes of this Agreement.

3.2. Restrictions

Distributor shall not sublicense, assign, or otherwise transfer the licenses granted herein without the prior written consent of Licensor. Distributor agrees to comply with all applicable laws and regulations in exercising its rights and performing its obligations under this Agreement.

4. Distribution Channels

4.1. Approved Channels

Distributor shall have the right to distribute the Artwork through online stores, physical stores, and other distribution channels approved by Licensor in writing.

4.2. Unauthorized Channels

Distributor shall not distribute the Artwork through any channels not explicitly approved by Licensor, including, but not limited to, file-sharing websites, unauthorized digital marketplaces, or counterfeit physical goods.

5. Royalties

5.1. Royalty Rate

In consideration for the licenses granted herein, Distributor shall pay to Licensor a royalty equal to [Percentage]% of the gross revenue received by Distributor from the sale of the Artwork during the term of this Agreement (the "Royalties").

5.2. Payment and Reporting

Distributor shall pay the Royalties to Licensor on a quarterly basis, with payments due within thirty (30) days after the close of each calendar quarter. Along with each payment, Distributor shall provide Licensor with a report detailing the calculation of the Royalties and an itemized breakdown of the gross revenue received.

5.3. Audit Rights

Licensor shall have the right, upon reasonable notice and at its own expense, to audit the books and records of Distributor related to the sale of the Artwork during normal business hours, not more than once per calendar year, to verify the accuracy of the Royalty payments.

6. Ownership and Intellectual Property Rights

6.1. Ownership

Licensor shall retain all right, title, and interest in and to the Artwork, including all intellectual property rights therein. Except as expressly provided in this Agreement, Distributor shall not acquire any ownership rights or interests in the Artwork or any associated intellectual property rights.

6.2. Protection of Intellectual Property Rights

Distributor shall use all reasonable efforts to protect Licensor's intellectual property rights in the Artwork and shall promptly report to Licensor any actual or suspected infringement of those rights by third parties.

7. Term and Termination

7.1. Term

This Agreement shall begin on the Effective Date and shall continue for a period of [Number] years, unless earlier terminated in accordance with the provisions of this Section 7 (the "Term").

7.2. Termination for Convenience

Either Party may terminate this Agreement for any reason upon sixty (60) days' written notice to the other Party.

7.3. Termination for Cause

Either Party may terminate this Agreement upon written notice to the other Party in the event that the other Party materially breaches any of its obligations under this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof.

7.4. Survival

Sections 5, 6, and 9 shall survive any termination of this Agreement.

8. Representations and Warranties

8.1. Mutual Representations and Warranties

Each of the Parties represents and warrants to the other Party that:

• it has the full right, power, and authority to enter into and fully perform this Agreement;


• it has obtained all necessary rights, clearances, consents, and licenses required to enter into and fully perform this Agreement;


• it has, and will maintain during the Term, all valid permits, licenses, and approvals required to conduct its business.

8.2. Licensor's Representations and Warranties

Licensor further represents and warrants to Distributor that:

• it is the sole owner of the Artwork and controls all rights necessary to grant the licenses set forth herein;


• the Artwork does not and will not infringe, violate, or misappropriate any third party's intellectual property rights, rights of privacy, or any other legal rights; and


• the Artwork is free of any harmful or malicious code or programming.

9. Governing Law and Dispute Resolution

9.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflict of laws principles.

9.2. Arbitration

Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Rules of the [Arbitration Institution], which rules are deemed to be incorporated by reference into this Agreement. The number of arbitrators shall be one (1). The seat of the arbitration shall be [City, State]. The language of the arbitration shall be English.

10. Miscellaneous

10.1. Entire Agreement

This Agreement constitutes the entire understanding between the Parties concerning the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, whether written or oral, between the Parties relating thereto.

10.2. Amendments

This Agreement may only be amended, modified, or supplemented in writing and signed by both Parties.

10.3. Waiver

No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. The failure by either Party to require the performance of any provision shall not affect that Party's right to require performance at any time thereafter, nor shall a waiver of any breach or default constitute a waiver of any subsequent breach or default.

10.4. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Licensing and Distribution of Artwork Agreement as of the Effective Date.

_______________________________ __________________________________
[Authorized Signatory for Licensor] [Authorized Signatory for Distributor]
{Name and Title} {Name and Title}