惠州商盾 律师事务所
擅长：医疗纠纷,刑事案件,合同纠纷,劳资纠纷,行政纠纷。
This Image Licensing Agreement (the "Agreement") is made and entered into as of [Date], by and between [Licensor's Name], a [Licensor's Business Type] with its principal place of business located at [Licensor's Address] ("Licensor"), and [Licensee's Name], a [Licensee's Business Type] with its principal place of business located at [Licensee's Address] ("Licensee").
1. Recitals
WHEREAS, Licensor owns certain rights in and to the images (the "Images") listed in Exhibit A attached hereto (the "Licensed Material");
WHEREAS, Licensee desires to obtain a license to use the Licensed Material for the purposes set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
2. Grant of License
Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Material solely for the purposes set forth in this Agreement and subject to the terms and conditions herein.
3. Scope of Use
3.1 Licensee may use the Licensed Material for the following purposes:
a. [Specify the permitted uses, such as advertising, promotional materials, websites, etc.]
3.2 Licensee may not use the Licensed Material for the following purposes:
a. [Specify the prohibited uses, such as illegal activities, defamatory or libelous content, etc.]
4. Term
The term of this Agreement shall commence on the date first above written and shall continue in effect for a period of [Specify the duration of the Agreement, e.g., one year] (the "Term"). Upon expiration of the Term, this Agreement shall automatically terminate unless extended by mutual agreement of the parties.
5. Fees and Payment
5.1 In consideration for the license granted herein, Licensee shall pay Licensor a fee of [Specify the amount or payment structure] (the "License Fee") within [Specify the payment terms, e.g., 30 days] from the date of this Agreement.
5.2 All payments made under this Agreement shall be made in [Specify the currency] and shall be paid by wire transfer, check, or any other mutually agreed-upon payment method.
6. Intellectual Property Rights
6.1 Licensor retains all right, title, and interest in and to the Licensed Material, including all copyrights, trademarks, and other intellectual property rights associated therewith.
6.2 Licensee acknowledges that the Licensed Material is protected by applicable intellectual property laws and agrees not to infringe upon or challenge the validity of Licensor's ownership of the Licensed Material.
7. Representations and Warranties
7.1 Licensor represents and warrants that it owns the Licensed Material and has the right to grant the license herein.
7.2 Licensee represents and warrants that it will use the Licensed Material in accordance with the terms and conditions of this Agreement and will not use the Licensed Material in any manner that may infringe upon the rights of any third party.
8. Indemnification
8.1 Licensor shall indemnify and hold harmless Licensee from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim that the Licensed Material infringes upon the rights of any third party.
8.2 Licensee shall indemnify and hold harmless Licensor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Licensee's use of the Licensed Material in violation of this Agreement.
9. Confidentiality
9.1 Each party agrees to maintain the confidentiality of the Confidential Information (as defined below) of the other party and not to use or disclose such Confidential Information except as expressly permitted herein.
9.2 "Confidential Information" means any and all information disclosed by a party to the other party, whether oral or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of its disclosure.
10. Miscellaneous
10.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.
10.2 This Agreement may be amended or modified only by a written instrument executed by both parties.
10.3 This Agreement shall be governed by and construed in accordance with the laws of [Specify the governing jurisdiction].
10.4 Any disputes arising out of or in connection with this Agreement shall be resolved by binding arbitration in accordance with the rules of the [Specify the arbitration organization].
10.5 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Image Licensing Agreement as of the date first above written.
LICENSOR:
By: ___________________________
Name:
Title:
Date:
LICENSEE:
By: ___________________________
Name:
Title:
Date: