Purchase Agreement

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Copyright License Agreement for Artwork

This copyright license agreement is between WILDSIDE GALLERY, a(n) Pennsylvania Corporation (the “Licensor”) and PURCHASER, an individual (the “Licensee”).
The Licensor has registered the following copyrightable work of authorship: photographic print (the ”
Artwork”), a copy of which is attached as Exhibit A.
The Licensee wants to obtain, and the Licensor has agreed to grant, a license authorizing the use of the
Artwork by the Licensee.
The parties therefore agree as follows:
1. GRANT OF LICENSE.
The Licensor hereby grants to the Licensee a nonexclusive, nontransferable license to exercise the
following rights in the Artwork, in all media (including electronic, print, video, audio, and any other
technology now known or that may be developed in the future):
(a) to distribute copies of, display publicly, or use in any advertising the Artwork.
2. RESTRICTIONS.
The license granted in section 1 above is subject to and limited by the following restrictions:
(a) Limited Use. The permissions granted to the Licensee under this agreement apply only to the uses and
purposes stated and the Licensee may distribute, publicly display, or use in any advertising the Artwork
only under the terms of this agreement. The Licensee may not sublicense the Artwork. Any use that is
inconsistent with the limited license provided in this agreement will be a violation of the Licensor’s
copyright and subject to copyright law.
(b) No Modification. The Licensee may not modify, copy, distribute, display, reproduce, publish, license,
create derivative works from, sublicense, or transfer the Artwork obtained from the Licensor in any way
not specifically granted in section 1 above without the prior written consent of the Licensor.
(c) Limitations on Transfer. The permission hereby granted is not transferable, not exclusive, and
applies only to Artwork controlled by the Licensor and not to any artwork reproduced or incorporated by
the artist in the Artwork.
(d) No Other Work. The Licensor grants no other right or license to the Licensee, either express or
implied, with respect to any other copyright or other intellectual property right owned, possessed, or
licensed by the Licensor.
3. NO ASSIGNMENT OR TRANSFER.
The rights granted to the Licensee by this agreement are license rights only and nothing in this agreement
constitutes an assignment or exclusive license of the Licensor’s rights in the Artwork. The Licensor
retains ownership of the copyright in the Artwork, and all rights not expressly granted in this agreement.
4. CREDIT AND SAMPLES.
(a) Credit. The Licensee shall fully acknowledge in every copy of the Artwork distributed, publicly
displayed, or used in any advertising, either on the copyright page or as a footnote on the page on which
the Artwork begins, or, if in a periodical, on the first page in which it appears, the credit line as indicated
below.
photo credit
If the copyright and acknowledgment notices are not printed as specified, all permissions granted by this
agreement are canceled without further notice.
(b) Copies of Advertisements. The Licensee will submit to the Licensor two copies of any advertising
material that will accompany distribution of the Artwork.
5. FEES.
On or before the date of publication by the Licensee of the Artwork the Licensee shall pay the
Licensor $499 quarterly in consideration for the rights of the Licensee in and to the Artwork granted
under this agreement.
6. MAINTENANCE OF RECORDS AND AUDIT RIGHTS.
(a) Books and Records. The Licensee shall keep accurate books of account and records covering all
transactions relating to or arising out of this agreement. The Licensor and its nominees, employees,
accountants, agents, and representatives:
(i) shall have reasonable access to these books and records during normal business hours on reasonable
notice; and
(ii) may conduct an examination of all of those books and records.
The Licensee shall maintain these books and records in good order and condition for a period of two years
after the termination of this agreement under section 12 or, in the event of a dispute between the parties,
until that dispute is resolved, whichever date is latest. Receipt or acceptance by the Licensor of any sums
paid by the Licensee under this agreement does not preclude the Licensor from exercising its rights.
7. DELIVERY OF ARTWORK.
The Licensor will provide a color print of the Artwork from which the Licensee can produce the Artwork
for the purposes described in this agreement.
8. OWNERSHIP AND USE OF ARTWORK.
(a) Ownership of Artwork. The Licensee acknowledges that the Licensor is the owner of the Artwork
and of all associated federal registrations and pending registrations, and the Licensee shall do nothing
inconsistent with that ownership. The Licensee may not claim ownership rights to the Artwork, or any
derivative, compilation, sequel or series, or related work owned or used by the Licensor. Nothing in this
agreement gives the Licensee any interest in the Artwork other than the right to use them in accordance
with this agreement.
(b) Validity of Registrations. The Licensee admits the validity of all copyrights for the Artwork and all
associated registrations and acknowledges that all rights that might be acquired by the Licensee because
of its use of the Artwork shall inure to the sole benefit of the Licensor. This subsection does not entitle the
Licensor to any of the revenues from the Licensee’s permitted uses under this agreement, except for the
fees described in section 5 above.
(c) Limitation on Licensee’s Actions. The Licensee may not do anything inconsistent with the Licensor’s
ownership of the Artwork, claim adversely to the Licensor, or assist any third party in attempting to claim
adversely to the Licensor, with regards to that ownership. The Licensee may not challenge the Licensor’s
title to the Artwork, oppose any registration or re-registrations of the Artwork, or challenge the validity of
this agreement or the grants provided under it.
9. REPRESENTATIONS.
The Licensor hereby represents that:
(a) the Licensor is the sole owner of all interest in the Artwork;
(b) the Licensor has the right to grant permission for use of the Artwork as specified in this agreement;
(c) the Artwork is original, is not in the public domain, and does not contain anything that is obscene;
(d) the Licensor has not transferred, exclusively licensed, or encumbered the Artwork or agreed to do so;
(e) the Licensor is not aware of any violation, infringement, or misappropriation of any third party’s rights
or any claims of rights (including existing intellectual property rights, rights of privacy, or any other
rights) by the Artwork;
(f) the Licensor is not aware of any third-party consents, assignments, or licenses that are necessary to
perform under this agreement; and
(g) the Licensor was not acting within the scope of employment of a third party when conceiving,
creating, or otherwise performing any activity with respect to the Artwork purportedly licensed in section
1.
10. DOCUMENTATION.
(a) Recordation of Agreement. The Licensor will, as soon as is reasonably possible following a request
from the Licensee, provide the Licensee with a complete copy of all documentation (in any format)
relating to the Artwork for the Licensee’s own use, to meet record-keeping requirements of the Licensee,
or to allow the Licensee to exercise its rights granted under this agreement. The Licensor will also, on
request:
(i) execute any additional papers, including any separate licenses of the Artwork, reasonably necessary to
record the license in the United States and throughout the world; and
(ii) generally do all other lawful acts reasonable and necessary to record the agreement in the United
States and throughout the world.
(b) Licensee Assistance in Maintaining Work. The Licensee shall on request give to the Licensor or its
authorized representatives any information as to its use of the Artwork that the Licensor may reasonably
require and will render any (nonmonetary) assistance reasonably required by the Licensor in maintaining
the Artwork or any registrations of the Artwork.
11. INDEMNIFICATION.
If the Artwork infringes on any United States copyright of a third party not affiliated with the Licensee,
the Licensor shall indemnify the Licensee against that claim if all of the following are true:
(a) the Licensee promptly notifies the Licensor of that claim;
(b) the Licensor controls the defense and settlement of that claim;
(c) the Licensee fully cooperates with the Licensor in connection with its defense and settlement of that
claim;
(d) the Licensee stops all sales, distribution, and public use of or relating to the infringing Artwork, if
requested by the Licensor.
If the Licensee is enjoined from further use of any infringing Artwork or if the Licensee stops using any
of the Artwork because of the Licensor’s request (as described in (d) above), the Licensor shall, at its own
expense and option:
(a) obtain the right for the Licensee to continue to use the infringing Artwork;
(b) modify the infringing Artwork to eliminate that infringement (if practicable); or
(c) refund the amount paid under this agreement for the infringing Artwork to the Licensee, on such terms
as the parties may agree.
The Licensor shall have no other obligations or liability if infringement occurs, and shall have no other
obligation of indemnification relating to infringement. The Licensor shall not be liable for any costs or
expenses incurred without its prior written authorization and shall have no obligation of indemnification
or any liability if the infringement is based on:
(a) any changed form of the Artwork not made by the Licensor; or
(b) the laws of any country other than the United States of America or its states.
12. TERMINATION.
(a) Termination Procedures. The agreement will terminate immediately, without notice, if:
(i) before publication, the Licensee has not complied with this agreement;
(ii) the Licensee attempts to transfer any of the rights granted to the Licensee in connection with this
agreement without obtaining the Licensor’s prior written consent;
(iii) the Licensee uses the Artwork in a manner not expressly permitted by this agreement;
(iv) no reproduction of Artwork is published within one year of the effective date of this agreement,
unless extended by written permission of the Licensor;
(v) the copyright and acknowledgment notices are not printed as specified in section 4; or
(vi) a or reproduction of Artwork is published and remains out of print for a period of at least six months.
(b) Effect of Termination. All rights granted by this agreement, including the Licensee’s right to use the
Artwork, shall end on termination of this agreement. On termination of this agreement, the Licensee shall
promptly discontinue all use of the reproduced Artwork and refrain from further reproduction, publishing,
and distributing of the reproduced Artwork. However, the Licensee may fill existing orders and sell off
existing copies of the reproduced Artwork then in stock if the sell-off period is no more than 1 months
from the date of termination. Any sales of reprinted Artwork will constitute Gross Sales. The Licensor
shall have the right to verify the existence and validity of the existing orders and existing copies of the
reproduced Artwork then in stock on reasonable notice to the Licensee.
13. GOVERNING LAW.
(a) Choice of Law. The laws of the state of Pennsylvania govern this agreement (without giving effect to
its conflicts of law principles).
(b) Choice of Forum. Both parties consent to the personal jurisdiction of the state and federal courts in
Bucks County, Pennsylvania.
14. AMENDMENTS.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its
authorized representative.
15. ASSIGNMENT AND DELEGATION.
(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior
written consent of the other party. All voluntary assignments of rights are limited by this subsection.
(b) No Delegation. Neither party may delegate any performance under this agreement, except with the
prior written consent of the other party.
(c) Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is
made in violation of this section, it is void.
16. COUNTERPARTS; ELECTRONIC SIGNATURES.
(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which
is an original but all of which constitute one and the same instrument.
(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related
documents entered into in connection with this agreement are signed when a party’s signature is delivered
by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having
the same force and effect as original signatures.
17. SEVERABILITY.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid,
illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any
other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or
unenforceable provisions had never been contained in it, unless the deletion of those provisions would
result in such a material change so as to cause completion of the transactions contemplated by this
agreement to be unreasonable.
18. NOTICES.
(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or
other communication required or permitted by this agreement shall give that notice in writing and use one
of the following types of delivery, each of which is a writing for purposes of this agreement: personal
delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally
recognized overnight courier (fees prepaid), facsimile, or email.
(b) Addresses. A party shall address notices under this section to a party at the following addresses:
If to the Licensor:
Wildside Gallery
Kevin Loughlin
241 Emerald Drive
Yardley, Pennsylvania 19067
framed@wildside.gallery
If to the Licensee:
purchaser
123
Main, Pennsylvania 19000
kevin@wildsidetourinc.com
(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and
(b) and if the recipient receives the notice.
19. WAIVER.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the
provisions of this agreement will be effective unless it is in writing and signed by the party waiving the
breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a
waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute
a continuing waiver, unless the writing so specifies.
20. ENTIRE AGREEMENT.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression
of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous
communications, negotiations, and agreements between the parties relating to the subject matter of this
agreement are expressly merged into and superseded by this agreement. The provisions of this agreement
may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings.
Neither party was induced to enter this agreement by, and neither party is relying on, any statement,
representation, warranty, or agreement of the other party except those set forth expressly in this
agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this
agreement’s effectiveness.
21. HEADINGS.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and
do not affect this agreement’s construction or interpretation.
22. EFFECTIVENESS.
This agreement will become effective when all parties have signed it. The date this agreement is signed
by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed
the date of this agreement.
23. NECESSARY ACTS; FURTHER ASSURANCES.
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable
to consummate and make effective the transactions this agreement contemplates or to evidence or carry
out the intent and purposes of this agreement.
[SIGNATURE PAGE FOLLOWS]
Each party is signing this agreement on the date stated opposite that party’s signature.
Wildside Gallery
Date:__________________________ By:_____________________________________________________
Name: Kevin LoughlinTitle: Pres
Date:__________________________ By:_____________________________________________________
Name: KL
EXHIBIT A
(Attach copy of Artwork)

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