Information for Copyright License Agreement -

The license granted in this type of agreement spells out the kinds of rights that the licensee will be able to enjoy. As noted above, a federal copyright bestows upon the copyright holder a bundle of different rights. When granting a license to a licensee, it is important to state clearly which particular rights will be afforded to the licensee. Can the license reproduce the photograph(s)? Can the reproductions be sold? Can the photograph(s) be incorporated into another medium? If so, what medium, and how will it be incorporated? It is important to be very clear as to what rights the licensee will enjoy, thus clearly establishing the scope and boundaries of the license.

The term of the license agreement, and of the license granted therein, is generally for a fixed period of years, all rights under the copyright will revert back to the licensor.

There are a number of different ways of calculating royalty payments. In some cases, a royalty is a flat amount paid based on the number of units sold by the licensee. In other cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products.

The simplest method of calculating the royalty as a percentage of total sales is to select a percentage of gross sales revenues from all sales of the licensed products. However, in many instances, a licensee will be given the right to deduct certain expenses from gross sales revenue before a royalty percentage is applied. For example, will the royalty be a percentage of the total gross sales received by licensee? Or will certain expenses be deducted from gross sales before the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc. It is important in this provision to define clearly the method by which royalty payments will be calculated.

The most basic representation that a licensor will generally be expected to make is that it has the ownership interest in the copyrighted material that it claims to have, and that it therefore has the right to grant the license in the first place. The terms of the sample agreement below state that the licensor will guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of the licensor to live up to those representations.

AND WHEREAS, Licensor wishes to permit Licensee to use the Material in the preparation of

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1. Grant of License. Licensor hereby grants to Licensee a nontransferable license to use the Material in the preparation of the work in the following respects (the "License"):

.

The License shall be the exclusive or nonexclusive.

Licensor shall remain the sole owner of the copyright in the Material. Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in the Material. Licensee may not make any other use of the Material other than those authorized above without prior written approval from Licensor.

2. Term.

a. The term of this Agreement shall begin on the date written above and shall continue in full force and effect for a period of years (the "Term"), unless terminated earlier pursuant to this the terms of Section 2.

b. Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate this Agreement:

i. Licensee does not use any units of the Work within 24 months of the date of this Agreement.

ii. Licensee ceases to sell the Work for any period of 12 consecutive months.

iii. Licensee materially breaches a material provision, term, or condition under this Agreement, including-

a. 

b. 

c. In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensee’s successor in interest within 30 days of the date of termination stating Licensor’s intent to terminate and the intended date of termination.

d. In the event that this Agreement is terminated pursuant to this Section 2, Licensee shall cease using the Material in the course of Licensee’s business as soon as is commercially feasible. Licensee may sell any units of the Work that are on hand after termination of this Agreement, but shall not produce any further units.

e. At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the copyright in the Material shall revert to Licensor, and shall be the sole property of Licensor.

3. Payments.

a. Licensee shall pay to Licensor a royalty of: TBD

.

b. Licensee shall pay to Licensor an advance against the royalties discussed in Subsection (a) above, in the amount of $ . This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement.

c. Licensee shall submit to Licensor written quarterly reports (the "Quarterly Reports") at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the number of units of the Work sold for the then-ending quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the "Quarterly Royalty Payment"). Quarterly Reports must be received by Licensor no more than 7 days after the end of each quarter. Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter. Failure to submit Quarterly Reports or to make Quarterly Royalty Payments within the time allotted above shall be considered to be a material breach of this Agreement.

d. Licensor shall be given access by Licensee to Licensee’s records, wherever commercially reasonable, in order to audit Licensee’s stated sales records, and to confirm that all royalty payments are properly stated and accounted for. If it is determined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount. Failure to pay deficient royalty amounts within the time allotted above shall be considered to be a material breach of this Agreement.

e. In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 2 above, Licensee shall remain obligated to pay to Licensor any royalties due to Licensor for each unit of the Work sold, whether those units were sold before or after the termination of this Agreement.

4. Licensor’s Representations and Warranties.

a. Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Material.

b. Licensor represents and warrants that it has the legal authority to grant Licensee the License, and that no other person or entity is required to give its consent for the License to be valid.

5. Indemnification. Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any breach of Licensor’s warranties set forth in Section 4 above.

6. Assignment. Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor. Licensee may, however, assign this Agreement without Licensor’s prior written approval if such transfer is to a purchaser of all or substantially all of Licensee’s assets, or to a purchaser or other transferee of a controlling equity interest in Licensee. Licensor shall have the right to transfer its interest in this Agreement and in the Material without the consent of Licensee. Licensor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the "Licensor’s Notice of Assignment"). The Licensor’s Notice of Assignment must be sent to Licensee within 30 days of such assignment.

7. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Oregon, without regard to conflicts of law principles.

8. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

9. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

10. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

If to Licensor:

If to Licensee:

11. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement. 12. Entire Agreement. This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

Signature

Print Name

Signature

Print Name