Writing the Adult Content License Agreement document
This Licensing Agreement (the "Agreement") is entered into this Current Day day of Current Month, Current Year by and between Company Name, a State company (hereafter "Content Licensor"), and Company Name, (hereafter "Content Licensee"). Company Name owns and operates online adult content web sites. Company Name produces or owns the legal rights to specific content, as defined in Exhibit B (the Specifications), that is fully compliant with Title 18 U.S. Section 2257 Record Keeping Requirements.
Company Name desires to license content from the Content Licensor in the following formats and areas of distribution. Insert description of content formats (Downloadable Media, Video on Demand, DVDs, etc.) and distribution channels (online sales, mail/telephone orders, web site sales, cable television). Content Licensor desires to make such content available to Content Licensee as outlined in Exhibit B for worldwide resale and distribution on a non-exclusive basis. "Age Verification System" ("AVS") shall mean any software, service or other method employed to ascertain and verify the age of the user attempting to purchase or otherwise access content.
"Video on Demand" shall mean any content delivered as a stream of data or a download to a user's computer, console, mobile device or any other medium. "Membership" shall mean any unit of access granted to a customer to gain entrance to content.
In consideration of the mutual covenants set forth in this Agreement, Content Licensor and Content Licensee hereby agree as follows:
Content Licensor grants to Content Licensee, its agents, successors, or assigns, those for whom Content Licensee is acting, and those acting with its authority and permission, the absolute right and permission to copyright, use, re-use, publish, and republish recordings, copies, reproductions, digitally sampled and/or reconstructed versions of Content Licensee's DVD, CD-ROM, VHS, S-VHS, DV, Mini-DV, SWF, Fla, Digital Artwork and other Media submission(s), in whole or in part, including but not limited to any and all animation, music, video, narrative shorts, features and trailers, in whatever form submitted (collectively the "Content"), in any advertising, display, or product, including software releases, derivative or ancillary products or works, whether such products or works are now in existence or are hereafter created or acquired. Content Licensor and Content Licensee further agree that such right and permission has been granted to Content Licensor on a non-exclusive basis for use in the Adult Entertainment Market.
Insert description of the content to be licensed.
The Content may be copyrighted, used and/or published individually or in conjunction with other photography, video works, and recordings, and in any medium (including without limitation, print publications, public broadcast, CD-ROM, DVDformat) and for any lawful purpose, including without limitation, trade, exhibition, illustration, promotion, publicity, advertising and electronic publication. Insert additional usage restrictions or requirements for the content here. All content, upon sale, must post the sale to a specific URL for auditing purposes. All content must be delivered from within a membership system that uses an Age Verification System.
Waiver of Approval
Content Licensor waives any right that Content Licensor may have to inspect or approve the finished product or products, or any advertising copy or printed matter that may be used in connection with such product, or the use to which it may be applied.
Content Licensee releases, discharges and agrees to hold harmless Content Licensor, its agents, successors or assigns, and all persons acting under its permission or authority, or those for whom it is acting, from any liability by virtue of any distortion, alteration, digitization, reconstruction, or use in composite form, whether intentional or otherwise, that may occur or be produced in the recording and subsequent reconstruction of the Content, or any other subsequent processing thereof, as well as any publication of the resulting materials.
Content Licensor warrants that Content Licensor is of legal age and has every right to contract in Content Licensor's own name in this matter. Content Licensor further warrants that Content Licensor has the full right and authority to license the properties to Content Licensee as provided herein and agrees to indemnify and hold harmless Content Licensee from any and all expenses, suits, judgments, damages and related costs and fees arising out of Content Licensor's actions, omissions, negligence or otherwise under this Agreement. Content Licensor acknowledges that Content Licensor has read this Agreement prior to its execution, and that Content Licensor is fully familiar with its contents.
The Content Licensee will pay Content Licensor for the following expenses incurred under this Agreement:
Insert description of all expenses covered by the Agreement.
Nothing herein shall be construed to create an employer-employee relationship between the parties. The consideration set forth above shall be the sole payment due to Content Licensor for services rendered. It is understood that the Content Licensor will not withhold any amounts for payment of taxes from the compensation of Content Licensee and that Content Licensee will be solely responsible to pay all applicable taxes from said payment, including payments owed to its employees, contractors, sub-contractors, performers, talent and sub-agents.
In the course of performing services, the parties recognize that Content Licensee may come in contact with or become familiar with information which the Content Licensor or its customers may consider confidential. This information may include, but not limited to, information pertaining to design methods, pricing information, or work methods of the Content Licensor, as well as information provided by customers of the Content Licensor for inclusion in web sites to be developed for customers, which may be of value to competitors of the Content Licensor or its customers. Content Licensee agrees to keep all such information confidential and not to discuss any of it with anyone other than appropriate Content Licensee personnel or their delegates. The parties agree that in the event of a breach of this Agreement damages may be difficult to ascertain or prove.
The parties therefore agree that if Content Licensee breaches this Agreement, Content Licensor shall be entitled to seek relief from a court of competent jurisdiction, including injunctive relief, and shall be entitled to an award of liquidated damages.
Term of Agreement
This Agreement shall begin on Start Date and shall terminate on End Date, unless terminated for any reason by either party upon thirty (30) days prior written notice.
Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, addressed to the other party's last known address.
This Agreement constitutes the entire Agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understanding, whether written or oral. No amendment, extension, or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto.
This Agreement shall be binding upon and shall inure to the benefit of Content Licensor and to the Content Licensor's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Content Licensee of any of its rights or obligations hereunder to any third party without the Content Licensor's prior written consent.
All plans, ideas, improvements or inventions developed by Content Licensee during the term of this Agreement shall belong to the Content Licensee and/or its customers for whom work is being performed, as it relates to the Content Licensee's core products and Intellectual Property. Content Licensor shall, however, retain the right to display works created by Content Licensee in their biography, discography, catalog, portfolio, or other body of work to be displayed subject to Content Licensee's written approval in advance, said approval not to be unreasonably withheld.
This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs.
If any portion of this Agreement is declared unenforceable, that portion shall be construed to give it the maximum effect possible, and the remainder of this Agreement shall continue in full force and effect.
Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signatures below: