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IT, web, Internet, software, hardware, media, multimedia, photography, tech, information, technology, computer, business, company, pre-written, legal, contract, agreement, documents, templates, boilerplate, form, outline, text, terms, recitals development, design, programming EULA, end, user, license LICENSING AND ROYALTY AGREEMENT This Licensing Agreement the Agreement entered into this CurrentDay day CurrentMonth CurrentYear and between CustCompany CustState company hereafter Licensee and Company hereafter Licensor Recitals The Licensee desires license content from the Licensor the following areas media and design Insert description media areas and design Licensor desires participate collaborative collective work and has agreed provide content and media for the Licensee distributed released collection under the Licensee Name and Brand Agreements consideration the mutual covenants set forth this Agreement Licensor and Licensee hereby agree follows Licensed Content Licensor grants Licensee its agents successors assigns those for whom Licensee acting and those acting with its authority and permission the absolute and right and permission copyright use use publish and republish recordings copies reproductions digitally sampled and reconstructed versions Licensor DVD ROM VHS VHS Mini SWF Fla Digital Artwork and other Media submission whole part including but not limited any and all animation music video narrative shorts features and trailers whatever form submitted collectively the Content any advertising display product including software releases derivative ancillary products works whether such products works are now existence are hereafter created acquired Licensor and Licensee further agree that such right and permission has been granted Licensee exclusive basis for use the Software Graphics Market Content Description Insert description the content licensed Usage The Content may copyrighted used and published individually conjunction with other photography video works and recordings and any medium including without limitation print publications public broadcast ROM format and for any lawful purpose including without limitation trade exhibition illustration promotion publicity advertising and electronic publication Waiver Approval Licensor waives any right that Licensor may have inspect approve the finished product products any advertising copy printed matter that may used connection with such product the use which may applied Indemnification Licensor releases discharges and agrees hold harmless Licensee its agents successors assigns and all persons acting under its permission authority those for whom acting from any liability virtue any distortion alteration digitization reconstruction use composite form whether intentional otherwise that may occur produced the recording and subsequent reconstruction the Content any other subsequent processing thereof well any publication the resulting materials Warranties Licensor warrants that Licensor legal age and has every right contract Licensor own name this matter Licensor further warrants that Licensor has the full right and authority license the properties Licensee provided herein and agrees indemnify and hold harmless Licensee from any and all expenses suits judgments damages and related costs and fees arising out Licensor actions omissions negligence otherwise under this Agreement Licensor acknowledges that Licensor has read this Agreement prior its execution and that Licensor fully familiar with its contents Compensation The Licensee will pay Licensor for the following expenses incurred under this Agreement Insert description all expenses covered the Agreement Independent Contractor Nothing herein shall construed create employer employee relationship between the parties The consideration set forth above shall the sole payment due Licensor for services rendered understood that the Licensee will not withhold any amounts for payment taxes from the compensation Licensor and that Licensor will solely responsible pay all applicable taxes from said payment including payments owed its employees and subagents Confidentiality the course performing services the parties recognize that Licensor may come contact with become familiar with information which the Licensee its clients may consider confidential This information may include but not limited information pertaining design methods pricing information work methods the Licensee well information provided clients the Licensee for inclusion Web sites developed for clients which may value competitors the Licensee its clients Licensor agrees keep all such information confidential and not discuss what evolved any anyone other than appropriate Licensee personnel their delegates The parties agree that the event breach this Agreement damages may difficult ascertain prove The parties therefore agree that Client breaches this Agreement Licensee shall entitled seek relief from court competent jurisdiction including injunctive relief and shall entitled award liquidated damages Term Agreement This Agreement shall begin StartDate and shall terminate EndDate unless terminated for any reason either party upon thirty days prior written notice Communication Any notice communication permitted required this Agreement shall deemed effective when personally delivered deposited postage prepaid first class regular mail addressed the other party last known address Entire Agreement This Agreement constitutes the entire Agreement the parties with regard the subject matter hereof and replaces and supersedes all other agreements understanding whether written oral amendment extension change the Agreement shall binding unless writing and signed all the parties hereto Binding Effect This Agreement shall binding upon and shall inure the benefit Licensee and the Licensee successors and assigns Nothing this Agreement shall construed permit the assignment Licensor any its rights obligations hereunder any third party without the Licensee prior written consent Ownership Rights All plans ideas improvements inventions developed Licensor during the term this Agreement shall belong the Licensee and its clients for whom work being performed relates the Licensee core products and Intellectual Property Licensor shall however retain the right display works creates for Licensee their portfolio subject Licensee written approval advance said approval not unreasonably withheld Governing Law This Agreement shall governed and construed accordance with the laws the State State Exclusive jurisdiction and venue shall the County County State Superior Court The prevailing party shall entitled recover its reasonable attorney fees and statutory costs any portion this Agreement declared unenforceable that portion shall construed give the maximum effect possible and the remainder this Agreement shall continue full force and effect Each party represents and warrants that the date first written above they are authorized enter into this Agreement entirety and duly bind their respective principals their signature below EXECUTED the date first written above CustCompany signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Company signator authorized signature signer Job title signator authorized signature signer Date when the contact was signed Licensee Initials Licensor Initials
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