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(Free Template) Content License Agreement

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This is a content license agreement form I wrote. Pretty much anybody who is serious about protecting their content can use smth like this. I use it to license my own photos to magazines, agencies, trade shows, etc. I’ve also used it for programmers, video production companies, authors, publishers and models. This form can be used as a starting point by pretty much anybody interested in protecting their valuable content.

Here it is in MS Word format. Use this template at your own risk. I provided it for educational purposes only and I cannot guarantee that it will be appropriate for your particular situation.

Key points:

1. Licensor retains all ownership rights in the content. Licensee must credit the Licensed Content to Licensor.

2. Either party may terminate this Agreement at any time for any reason. Licensee must then immediately cease use the Licensed Content and pay up all sums accrued.

3. Licensee indemnifies Licensor from damages arising out of any inappropriate or unauthorized use made by Licensee of the Licensed Content.

4. Licensor can audit Licensee’s books to verify the amount of royalties due. Even if you don’t intend to conduct any audits, it is still good to have an audit clause hanging over Licensee’s head so that they know you are serious. If the payment is lump sum without royalties, then audit clause can be erased.

5. Disputes are to be resolved by documents-only (no oral hearing) arbitration instead of going to court. If either party fails to pay its required share of arbitrator’s fees, then that party cannot present evidence or cross-examine witness.

6. Everybody guarantees they understand English and the English version of the Agreement prevails over all translations.

7. Parties can only rely on what’s written in the Agreement – there are no other binding understandings, discussions or representations.

LICENSE AGREEMENT
EFFECTIVE DATE: _____________________.
PARTIES: Licensor: ___________________________________________________
__________________________________________________________________,and
Licensee: ____________________________________________________________
______________________________________________________________________
The Parties, intending to be legally bound, do hereby agree as follows:

1.   Licensed Content. “Licensed Content” shall mean ______________ ______________[description of the content]________________________.
2.            Rights
a)  Licensor hereby grants to Licensee a non-exclusive, non-assignable License to ______________[description of the rights granted]________________________________________________________.
b)  Licensee shall credit the Licensed Content to Licensor; Licensee agrees not to remove or obscure any copyright notices or other proprietary notices from the Licensed Content.
c)  Licensee does not acquire any other rights
to the Licensed Content whatsoever. Licensee cannot republish, share or use in any other way the Licensed Content after the expiration or termination of this Agreement.
d)  Licensee acknowledges that Licensor retains all ownership rights to the Licensed Content. Licensee agrees not to contest or deny the ownership or validity of the Licensed Content or the title of Licensor thereto.
3.         Consideration. Licensee shall pay Licensor:
   a) A lump sum of $_________ due within one day of the execution of this Agreement, and
   b)  Royalties of ___% of the gross sales of the Licensed Content due on the first day of each month.
4.   Representations and Warranties. Parties represent and warrant that:
a)  They understand English.
b)  They have full power, authority and legal right to execute this Agreement and undertake obligations hereunder.
c)  They will, at all times, comply with all laws and regulations applicable to the use of the Licensor’s Licensed Content.
5.    Indemnity. Licensee shall indemnify, defend and hold harmless Licensor from and against any claim, suit, liability or loss (including reasonable attorney fees and costs) arising out of any inappropriate or unauthorized use made by Licensee of the Licensed Content.
6.       Term and Termination
a)  Term. The Term of this Agreement shall be for one (1) year from the Effective Date, after which period the Agreement will be automatically renewed for another Term.
b)  Termination for Convenience. Either party may terminate this Agreement for its convenience at any time upon providing thirty (30) days written notice to the other party. 
c)  Effect of Termination. Licensee shall immediately cease use of the Licensed Content and shall have no further right to use the Licensed Content. Any and all sums accrued to either party will become immediately due.
7.    Governing Law. This Agreement shall be governed by the laws of _____[state]_____________________ without regard to its conflict of law principles that would result in application of any other law.
8.         Arbitration. Any controversy arising out of this Agreement shall be settled by binding arbitration administered by the American Arbitration Association and judgment on the award may be entered in any court having jurisdiction thereof. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The prevailing party shall be entitled to an award of reasonable attorney fees. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness.  In such event, the other party shall be required to present evidence and legal argument as the arbitrator may require for the making of an award.  Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
9.              Audit. Licensee will maintain accurate books and records with respect to the calculation of payments due Licensor under this Agreement. From time to time upon seven (7) days prior written notice to Licensee, Licensor may audit Licensee’s applicable books and records during normal business hours to confirm the amount of commission due and payable to Licensor by Licensee under this Agreement. Licensor shall bear the cost of each such audit except that if as a result of any such audit it is determined that Licensee has under-reported fees due Licensor under this Agreement by ten percent (10%) or more, then Licensee shall bear the cost of the audit.
10.  Counterparts. This Agreement may be executed in any number of counterparts and by different Parties hereto on separate counterparts, each of which shall be an original. In case of any conflict or discrepancy between this English original version of this Agreement and any translation, this English original shall prevail.
11.   General. Licensee cannot assign Licensee’s obligations under this Agreement the Licensor’s prior written consent. Either Party’s failure to enforce any provision of this Agreement does not constitute a waiver of the Party’s right to enforce such provision(s) in other instances. If any provision of this Agreement is held to be unenforceable then the remainder of this Agreement shall remain binding.
12.   Entire Agreement. This Agreement constitutes the entire agreement between the Parties and there are no other binding understandings, discussions or representations with respect to the subject matter hereof.
IN WITNESS WHEREOF, the Parties have executed the Agreement.
LICENSOR:
By:_______________________________
Name: ____________________________
Title:  __________________________
Date: ____________________________
LICENSEE:
By:_______________________________
Name: ____________________________
Title:  __________________________
Date: ____________________________

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