This Exclusive Merchandise Design License Agreement (the “Agreement”) is made and entered into as of [Date], by and between Mock It (“Licensor”) and the individual or entity purchasing this license, hereinafter referred to as “Licensee.”
WHEREAS, Licensor is the owner of certain intellectual property rights in various merchandise designs (“Designs”);
WHEREAS, Licensee desires to obtain an exclusive license to use the Designs for the creation and sale of merchandise;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
- License Grant: Licensor hereby grants Licensee an exclusive, worldwide license to use, reproduce, and display the Designs on any physical end product that Licensee chooses to create and sell, subject to the terms and conditions of this Agreement. This exclusive license prevents any other party from purchasing the same design after the execution of this Agreement.
- License Duration: The exclusive license granted hereunder is valid for a period of 12 months from the effective date of this Agreement. If the license is not renewed by Licensee prior to the expiration of the 12-month term, the design will become available for licensing again.
- License Limitations: The license granted hereunder is limited to a maximum of 5,000 physical end products for sale per license. Licensee may not redistribute the working files or PSDs of the Designs under any circumstances. Redistribution of the working files will result in the immediate termination of this Agreement.
- License Fee: Licensee agrees to pay Licensor a one-time fee of $200 for the exclusive license granted under this Agreement.
- Customization: Licensee is permitted to customize the Designs to suit their needs, provided that such customization does not violate any intellectual property rights of third parties.
- Attribution: No attribution is required under this Agreement.
- Warranty and Indemnification: Licensor represents and warrants that it owns the intellectual property rights in the Designs and has the authority to grant the license set forth in this Agreement. Licensee agrees to assume responsibility for any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising from any third-party claim that the Designs infringe upon any intellectual property rights of such third party, and to indemnify, defend, and hold harmless Licensor from and against any such claims, damages, liabilities, costs, and expenses.
- Termination: In the event of Licensee’s breach of this Agreement, including but not limited to the redistribution of the working files, Licensor may terminate this Agreement upon written notice to Licensee. Upon termination, Licensee shall immediately cease all use of the Designs and destroy all copies thereof.
- Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Adelaide, South Australia. The parties agree to submit to the exclusive jurisdiction of the courts located in Adelaide, South Australia for the resolution of any disputes arising out of or relating to this Agreement.
- Entire Agreement: This Agreement constitutes the entire understanding between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether oral or written, relating to such subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement at the time of purchase.