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Licensing and Distribution of Photographs Agreement template
Licensing and Distribution of Photographs Agreement sample


What is Licensing and Distribution of Photographs Agreement?

Licensing and Distribution of Photographs Agreement An agreement allowing the licensing and distribution of photographs, specifying licensing terms, distribution channels, and royalties.



Sample template:



Licensing and Distribution of Photographs Agreement


This Licensing and Distribution of Photographs Agreement (the "Agreement") is made effective as of [Date], by and between Visionary Photos, a [State] company with its principal place of business at [Address] ("Licensor") and ImageLink Distributors, a [State] company, with its principal place of business at [Address] ("Distributor").

1. Grant of License

1.1. Scope of License


Licensor hereby grants to Distributor a non-exclusive, worldwide, royalty-bearing license to: (i) reproduce, distribute, sublicense, and otherwise exploit the Landscape and Wildlife images as specified in Exhibit A (the "Licensed Images"); (ii) use the Licensed Images in any media/format, including but not limited to print, broadcast media, and digital media; and (iii) sublicense the Licensed Images to third parties for commercial and non-commercial purposes.



1.2. Exclusions


This License does not grant any rights to Distributor to: (i) use the Licensed Images for purposes not specified in this Agreement; (ii) modify or create derivative works of the Licensed Images; (iii) use the Licensor's name, trademarks, or logos; or (iv) sublicense the Licensed Images to individuals or entities not governed by United States laws.



2. Distribution Channels

2.1. Approved Channels


Distributor may distribute the Licensed Images through the following channels: (i) online retailers; (ii) physical merchandise stores; (iii) art galleries; (iv) websites operated by the Distributor or its sublicensees; and (v) other distribution channels as may be agreed upon in writing by the parties.



2.2. Unauthorized Channels


The distribution of the Licensed Images through the following channels shall be strictly prohibited: (i) file sharing platforms; (ii) websites that infringe on third-party intellectual property rights; (iii) auction websites without prior written consent from Licensor; and (iv) any other channel or method not expressly authorized by this Agreement or any applicable sublicense agreement.



3. Royalties

3.1. Royalty Rate


In consideration of the rights granted under this Agreement, Distributor shall pay Licensor a royalty equal to [Percentage] of the gross revenues derived from the sale, sublicense, or other exploitation of the Licensed Images. Such royalties shall be calculated and paid on a quarterly basis, no later than thirty (30) days following the end of each calendar quarter.



3.2. Royalty Report


Distributor shall provide Licensor with a detailed written report, specifying the number of Licensed Images sold, sublicensed, or otherwise exploited, the price for each Licensed Image, and the total royalty amount due at the time of each royalty payment.



4. Intellectual Property Rights

4.1. Ownership


As between the parties, Licensor retains all rights, title, and interest in and to the Licensed Images, including all copyrights and other intellectual property rights associated therewith. Distributor acknowledges and agrees that Licensor shall be the sole and exclusive owner of all such rights and interests.



4.2. Protection of Intellectual Property Rights


Distributor shall use its reasonable efforts to protect the Licensed Images from unauthorized use and infringement by third parties and shall notify Licensor promptly of any suspected infringement of Licensor's intellectual property rights. Distributor shall not take any actions in respect of such infringement without the prior written consent of Licensor.



5. Term and Termination

5.1. Term


This Agreement shall commence on the Effective Date and shall continue for a period of [Number] years, unless terminated earlier as provided herein (the "Term"). The parties may renew the Agreement for subsequent periods under mutually agreed terms.



5.2. Termination for Material Breach


Either party may terminate this Agreement in the event of a material breach by the other party, provided that the non-breaching party provides the breaching party written notice of such breach and a thirty (30) day period to cure or remedy such breach has elapsed.



6. Governing Law and Dispute Resolution

6.1. Governing Law


This Agreement and any dispute arising out of or relating to 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 the conflict of laws principles thereof.



6.2. Dispute Resolution


Any dispute arising from this Agreement shall be resolved initially through good-faith negotiations between the parties. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in accordance with the then-current rules of the American Arbitration Association.



7. Miscellaneous

7.1. Entire Agreement


This Agreement constitutes the entire agreement between the parties and supersedes any prior or contemporaneous understandings, whether written or oral, pertaining to the subject matter of this Agreement.



7.2. Amendments


This Agreement may be amended only by a written instrument signed by both parties.



7.3. Assignment


Neither party shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party.



7.4. 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 hereto have duly executed this Agreement as of the date first above written.

LICENSOR:

Visionary Photos
By: _______________________
[Name], [Title]

DISTRIBUTOR:

ImageLink Distributors
By: _______________________
[Name], [Title]

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Main Sections of a Licensing and Distribution of Photographs Agreement


In this Licensing and Distribution of Photographs Agreement, you will see the following sections:

  1. Grant of License
  2. Distribution Channels
  3. Royalties
  4. Intellectual Property Rights
  5. Term and Termination
  6. Governing Law and Dispute Resolution
  7. Miscellaneous


About each Section - Analysis and Summary:

  1. Grant of License : This section explains that the Licensor (Visionary Photos) is giving the Distributor (ImageLink Distributors) permission to use, sell, and sublicense the specified photographs. However, there are certain limitations, such as not being able to modify the images or use the Licensor's name and trademarks.

  2. Distribution Channels : This section outlines the approved methods for distributing the photographs, such as online retailers and art galleries. It also lists prohibited distribution channels, like file-sharing platforms and unauthorized auction websites.

  3. Royalties : This section states that the Distributor must pay the Licensor a percentage of the revenue generated from the sale or sublicensing of the photographs. The royalties are to be calculated and paid quarterly, and the Distributor must provide a detailed report of the sales and sublicensing activities.

  4. Intellectual Property Rights : This section clarifies that the Licensor retains all ownership and intellectual property rights to the photographs. The Distributor is responsible for protecting the images from unauthorized use and must notify the Licensor of any suspected infringement.

  5. Term and Termination : This section establishes the duration of the agreement and the conditions under which it can be terminated. The agreement lasts for a specified number of years and can be renewed under mutually agreed terms. Either party can terminate the agreement if the other party breaches its terms and fails to remedy the breach within 30 days.

  6. Governing Law and Dispute Resolution : This section states that the agreement is governed by the laws of a specific state in the United States. Any disputes arising from the agreement must first be negotiated between the parties, and if unresolved, submitted to binding arbitration under the rules of the American Arbitration Association.

  7. Miscellaneous : This section covers various additional provisions, such as the agreement being the entire understanding between the parties, the requirement for written amendments, restrictions on assignment, and the ability to execute the agreement in counterparts.

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