StartupBUSINESS.COM

TEXT LICENSE AGREEMENT - EXISTING WORKS - NONEXCLUSIVE

This agreement is made and entered into by and between ­­_____________(“Licensor”) and ______________(“Licensee”) on the ______________________(the “Effective Date”).

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein, the parties agree as follows:

1.      DESCRIPTION OF WORK BEING LICENSED: _________________________

__________________________________________________________(the “Work”).

2.      DESCRIPTION OF PROJECTS OR PRODUCTS TO WHICH LICENSE APPLIES:

__________________________________________________________ (the “Project”).

3.      GRANT OF RIGHTS: For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor hereby grants to Licensee a nonexclusive license to reproduce, digitize, modify for editorial purposes for use on the Project (without destroying the integrity or meaning of the Work), publicly display, and distribute the Work as part of the Project and any advertising and promotion related to the Project. If the Project includes an internal network, this license includes the right of employees of Licensee and its subsidiaries to copy the work from the network for Licensee’s internal business purposes.  If the Project includes a Web site, this license includes the right to permit users of the Web site to reproduce one copy of the Work for their personal, noncommercial use, and Licensee shall so state in its Web site conditions of usage. This license shall not include the right to use the Work independently of the Project or advertising and promotion related thereto. The rights granted herein shall not confer in Licensor any rights of ownership in the Project, including, without limitation, the copyright thereto, all of which shall be and remain the exclusive property of Licensee, except that Licensor shall retain copyright in the Work.

4.    CREDIT: In consideration of the rights granted to Licensee, and provided the Work is used in the Project, Licensee agrees to give Licensor credit in writing in the Project in substantially the following form: ____________________________________________

Any inadvertent failure to provide credit shall not be deemed a breach of this Agreement.

5.      LICENSE FEE: In further consideration of the rights granted to Producer herein, Producer shall pay to Licensor the sum of $ _____.

6.      TERM. This license begins on ____________and ends on _______________.

7.      WARRANTIES. Licensor represents and warrants that:

(a) The Work was created solely by him, his full-time employees during the course of their employment, or independent contractors who assigned all right, title and interest worldwide in their work to Licensor or Licensor has obtained sufficient rights to grant the license stated in Section 3;

(b) Licensor is the owner of all right, title and interest in the tangible forms of the Work and all intellectual property rights protecting them or has the right to grant the license in Section 3. The Work and the intellectual property rights protecting them are free and clear of all encumbrances, including, without limitation, security interests, licenses, liens, charges or other restrictions which conflict with the license in Section 3;

(c) The use, public display, public performance, reproduction, distribution, or modification of the Work does not and will not defame any third parties or violate the rights of any third parties in the Work including, but not limited to, copyrights, publicity and privacy;

(d) The Work is not in the public domain;

(e) Licensor has full power and authority to make and enter into this Agreement.

8.      INDEMNIFICATION. Licensor agrees to defend, indemnify, and hold harmless Licensee and their officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the breach of the warranties in Section 7. Licensee shall provide notice to Licensor promptly of any such claim, suit, or proceeding and shall assist Licensor, at Licensor‘s expense, in defending any such claim, suit or proceeding.

9.      General Provisions. This Agreement will be governed by and construed in accordance with the laws of the United States and the State of ______________ as applied to agreements entered into and to be performed entirely within that state between residents of that state. This Agreement, including any Exhibits to this Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. The Agreement may not be modified except by written instrument signed by both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party. Licensee may assign its rights and obligations under this Agreement.  This Agreement will be for the benefit of Licensee’s successors and assigns, and will be binding on Licensor’s heirs, legal representatives and permitted assignees. If any dispute arises between the parties with respect to the matters covered by this Agreement which leads to a proceeding to resolve such dispute, the prevailing party in such proceeding shall be entitled to receive its reasonable attorneys’ fees, expert witness fees and out of pocket costs incurred in connection with such proceeding, in addition to any other relief to which it may be entitled. All notices, requests and other communications required to be given under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. Any such notice will be considered to have been given when received, or if mailed, five (5) business days after it was mailed, as evidenced by the postmark. The mailing address for notice to either party will be the address shown on the signature page of this Agreement. Either party may change its mailing address by notice as provided by this Section. The following provisions shall survive termination of this Agreement: Sections 7 and 8.

This Agreement is effective as of the date _________________ .

     By:                             By:

Typed name         Typed name

     Title                            Title

     Address             Address