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THE RAD DESIGNERS PROJECT
This Agreement is made as of the __ day of ___________, 20__, by and between ________________________ (hereinafter referred to as "Licensor") and Little Rad Things, LLC, a North Carolina limited liability company (hereinafter "Licensee").
WHEREAS, Licensor is the owner of certain intellectual property and proprietary information as defined herein, which is anticipated to be used by Little Rad Things, LLC in the promotion and production of goods and services advertised and sold by Licensor; and
WHEREAS, the Property is unique and the artistic work of Licensor; and WHEREAS, Licensee recognizes the uniqueness and that all rights associated with the
Property belong exclusively to the Licensor;
WHEREAS, Licensee desires to obtain a license to use the Property as set forth herein; and
WHEREAS, Licensor has agreed to grant to Licensee such license under and subject to the terms and conditions set forth herein.
NOW THEREFORE, the Parties hereto, in consideration of the mutual agreements and promises contained herein, and of other good and valuable consideration, do hereby agree as follows:
Grant of rights. Subject to the terms and provisions contained herein Licensor grants to Licensee an exclusive license during the Term, as defined herein, to use the artwork, designs, registered trademarks and/or copyrights owned by the Licensor as more fully described below (the "Property"), in connection with the promotion, production, and sale of goods online at littleradthings.com and affiliate sites ("Territory"). The Property includes artwork and designs submitted by Licensee to be used on products produced by Licensor, including but not limited to artwork and designs screen printed on Licensor’s clothing and materials, and sold via internet sales.
Term. The term of this Agreement shall commence on the date set forth above and shall end on December 31, 2041 (the "Term"). The Term shall automatically renew unless Licensor provides notice of nonrenewal no less than ninety (90) days prior to the end of the Term. Upon nonrenewal, this Agreement shall be deemed terminated as of the last day of the Term.
Use of Property. Licensee shall use the Property only for the production and sale of
products by and through Licensor. All advertising and promotional items of the Property shall name and/or credit the Licensor and shall denote any and all copyright to the Licensor if requested by Licensor. Licensor shall also have the right to require from time to time that the Licensee submit samples of advertising and promotional materials to Licensor for inspection regarding the use of the intellectual property, but no approval authority is conveyed herein.
Fee. The parties agree that the consideration for this License is the advertisement and promotion of the Licensor’s artwork and designs, the Licensor as the creator, the name recognition gained by Licensor through such advertisement and promotion.
Ownership. Licensee recognizes and acknowledges that the Property and all rights therein and goodwill pertaining thereto belong exclusively to Licensor. Licensee shall not use any of the Property in any manner except as expressly permitted herein.
Warranty. Licensor warrants that it is the sole owner of all rights in the Property and that this Agreement and the rights licensed herein do not violate any other party's rights or interests. Licensor agrees that Licensee shall have no liability, and Licensor will indemnify, defend, and hold Licensee harmless against any and all damages, liabilities, attorneys' fees or costs incurred by Licensee in defending against any third-party claims or threats of claims under copyright, trademark or unfair competition or deceptive trade practices acts arising from Licensee's use of the Property. Licensee may appear through counsel of its own choosing.
Indemnity. Licensee agrees that Licensor shall have no liability, and Licensee will indemnify, defend, and hold Licensor harmless against any and all damages, liabilities, attorneys' fees or costs incurred by Licensor in defending against any third-party claims or threats of claims arising from the business of Licensee, or Licensee's use of the Property. Licensor may, at its own expense, appear through counsel of its own choosing.
Termination. Licensor shall have the right to terminate this Agreement upon thirty days written notice to Licensee in the event of any affirmative act of insolvency of Licensee, or upon the appointment of any receiver or trustee to take possession of the property of Licensee, or upon the winding-up, sale, consolidation, merger of Licensee, or upon breach of any provisions hereof by Licensee which is not cured within said thirty-day period.
Effect of Termination. Upon termination or expiration of this Agreement, Licensee agrees to immediately discontinue the use of the Property, return any inventory in its possession, and to destroy all printed materials bearing any of the Property. Licensee further agrees that all rights in the Property and the goodwill connected therewith shall remain the property of Licensor.
Choice of Law. Any and all matters of dispute between the parties to this Agreement, whether arising from the Agreement itself or arising from alleged extra-contractual facts prior to, during or subsequent to the Agreement, including, without limitation, fraud, misrepresentation,
negligence or any other alleged tort or violation of the Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of North Carolina, not including its choice of laws rules, but including its statutes of limitations, regardless of the legal theory upon which such matter is asserted.
Fully Integrated Agreement; Negation of Trade Usage and Course of Dealing. The parties intend this statement of their Agreement to constitute the complete, exclusive and fully integrated statement of their agreement. As such, it is the sole repository of their agreement and they are not bound by any other agreements of whatsoever kind or nature. The parties also intend that this complete, exclusive and fully integrated statement of their agreement may not be supplemented or explained (interpreted) by any evidence of trade usage or course of dealing.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have executed this Agreement the day and year first written above.