Free Licensing of Name and Likeness Agreement Creator - Create Online
What is Licensing of Name and Likeness Agreement?
Licensing of Name and Likeness Agreement A Licensing of Name and Likeness Agreement grants rights to use a person's name or likeness, specifying licensing terms, usage restrictions, and royalties.
Sample template:
Licensing of Name and Likeness Agreement
1. Parties
This Licensing of Name and Likeness Agreement (the "Agreement") is entered into as of __________ (the "Effective Date"), by and between Tara Celestia ("Licensor"), an individual, and __________________ ("Licensee"), a __________________ [Company or Individual]. Collectively, the parties shall be referred to as the "Parties".
2. Grant of License
2.1. License Grant
Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use Licensor's Name and Likeness (the "Licensed Property") solely for the purpose of promoting and endorsing the "Celestial Elegance" fashion line (the "Purpose") in compliance with the terms and conditions of this Agreement. The "Name and Likeness" shall refer to the persona, image, and identity of the individual party herein known as "Tara Celestia".
2.2. Usage Restrictions
Licensee shall not sublicense, sell, assign or otherwise transfer any rights granted under this Agreement to any third party without the prior written consent of Licensor. The Licensed Property shall not be used in any manner that is prejudicial to the reputation or goodwill of Licensor or in any manner that may be considered defamatory or obscene by reasonable persons in the United States.
3. Royalty Rates and Payment
3.1. Royalty Rate
As consideration for the license granted herein, Licensee shall pay to Licensor a royalty rate of ____% of all gross revenues generated by the sale or licensing of products or services that use or incorporate the Licensed Property (the "Royalties").
3.2. Payment Provisions
Royalties shall be paid by Licensee to Licensor on a quarterly basis, within thirty (30) days following the end of each calendar quarter. Along with each payment, Licensee shall provide to Licensor a detailed report, in writing, describing the calculation of the Royalties and the gross revenues earned during the relevant quarter. Any amounts withheld by Licensee for taxes or other legally required withholdings shall be separately itemized and reported to Licensor.
3.3. Audit Rights
Licensor shall have the right to audit, at its own expense, Licensee's books and records pertaining to the computation of Royalties, upon reasonable notice and during normal business hours. If an audit reveals an underpayment of any Royalty amount due, Licensee shall immediately remit the unpaid amount with interest at the rate of 1.5% per month, calculated from the due date for payment of such unpaid amount.
4. Representations and Warranties
4.1. Licensor's Representations and Warranties
Licensor represents and warrants to Licensee that: (a) Licensor is the sole owner of the Licensed Property; (b) Licensor has the full right, power, and authority to enter into this Agreement and to grant the rights and licenses granted herein; and (c) the execution, delivery, and performance of this Agreement by Licensor will not result in any breach or default of any agreement or instrument to which Licensor is a party or by which it is bound.
4.2. Licensee's Representations and Warranties
Licensee represents and warrants to Licensor that: (a) Licensee has the full right, power, and authority to enter into this Agreement and to fulfill its obligations hereunder; and (b) the execution, delivery, and performance of this Agreement by Licensee will not result in any breach or default of any agreement or instrument to which Licensee is a party or by which it is bound.
5. Term and Termination
5.1. Term
This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of ______ [Number of years] years, unless earlier terminated in accordance with the terms of this Agreement (the "Term").
5.2. Termination for Breach
Either Party may terminate this Agreement upon written notice if the other Party has materially breached any provision of this Agreement, and such breach remains uncured for a period of thirty (30) days after receiving written notice thereof.
5.3. Effect of Termination
Upon termination of this Agreement, all rights and licenses granted to Licensee shall immediately terminate, and Licensee shall immediately cease all use of the Licensed Property and return or destroy any materials containing the Licensed Property in its possession or control.
6. Indemnification
Each Party shall indemnify, defend, and hold harmless the other Party and its affiliates, officers, directors, employees, and agents from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to its breach of any representation, warranty, or covenant made by such Party in this Agreement or its failure to perform any of its obligations under this Agreement.
7. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United States and the laws of the State of __________, without regard to principles of conflicts of law.
8. Miscellaneous
8.1. Entire Agreement
This Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, between the Parties relating thereto.
8.2. Amendments and Modifications
This Agreement may not be amended or modified except in a writing signed by both Parties.
8.3. Assignment
Except as expressly provided herein, neither Party may assign or transfer, directly or indirectly, any of its rights or obligations under this Agreement without the prior written consent of the other Party.
8.4. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and the invalid, illegal, or unenforceable provision shall be deemed modified so as to be valid, legal, and enforceable to the maximum extent allowed by law.
IN WITNESS WHEREOF
, the Parties have executed this Agreement as of the Effective Date.______________________________________ ______________________________________
Tara Celestia (Licensor) [Licensee]
(Print Name and Title for Licensee)
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Sections of a Licensing of Name and Likeness Agreement
In this Licensing of Name and Likeness Agreement, you will see the following sections:
- Parties
- Grant of License
- Royalty Rates and Payment
- Representations and Warranties
- Term and Termination
- Indemnification
- Governing Law
- Miscellaneous
Summary of the sections:
- Parties : This section introduces the two parties involved in the agreement, the Licensor (Tara Celestia) and the Licensee (the company or individual using the Licensor's name and likeness). It also establishes the effective date of the agreement.
- Grant of License : This section outlines the rights granted to the Licensee, which include using the Licensor's name and likeness for promoting and endorsing a specific fashion line. It also specifies usage restrictions, such as not sublicensing or transferring the rights without the Licensor's consent and not using the Licensed Property in a defamatory or obscene manner.
- Royalty Rates and Payment : This section details the royalty rate that the Licensee must pay to the Licensor, based on a percentage of gross revenues generated from the sale or licensing of products or services using the Licensed Property. It also outlines the payment schedule, reporting requirements, and audit rights of the Licensor.
- Representations and Warranties : This section contains the promises made by both parties, such as the Licensor being the sole owner of the Licensed Property and having the authority to enter into the agreement, and the Licensee having the authority to enter into the agreement and fulfill its obligations.
- Term and Termination : This section specifies the duration of the agreement and the conditions under which either party can terminate the agreement, such as in the case of a material breach that remains uncured. It also outlines the consequences of termination, including the immediate end of the Licensee's rights to use the Licensed Property.
- Indemnification : This section states that each party will indemnify, defend, and hold harmless the other party from any liabilities, losses, damages, costs, and expenses (including attorney's fees) arising from a breach of any representation, warranty, or covenant made in the agreement or failure to perform any obligations under the agreement.
- Governing Law : This section establishes that the agreement will be governed by and construed in accordance with the laws of the United States and the laws of a specific state, without regard to principles of conflicts of law.
- Miscellaneous : This section covers various additional provisions, such as the agreement being the entire understanding between the parties, the requirement for written amendments, assignment restrictions, and the severability of any invalid provisions.
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