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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]