Although it would be nice to live in a world where trust and integrity prevail, the reality is there has to be rules to protect your interests and mine. So, here's all the formal legal stuff. We asked our Intellectual Property Attorneys to keep it simple and they did. Licensor reserves all rights including the right to deny access to this work to any party.
Note: Please copy and paste this into a word document prior to filling it out.
This License Agreement (the “Agreement”) is entered into this _____ day of _______________, 20___, by and between _________________________________, a _______________ entity and an Authorized 3M Prestige Window Film Dealer having its principal office at: ______________________________________________________
(“LICENSEE”), and GLARE CONTROL, INC., a Kentucky corporation, having an address of 1200 Versailles Road, Lexington, Kentucky 40508 (“LICENSOR”).
Whereas, LICENSOR is the owner of the copyright work herein entitled GCIMovie or Glare Control 3M Window Film Impact Video;
Whereas, LICENSOR desires to license the right to use the Copyrighted Work to LICENSEE as further described herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto do hereby agree and contract as follows:
1.1 “TERM” shall mean a term commencing as of __________, 20___, and expiring in one year on ________, 20___ if Licensee so desires. Otherwise, this Agreement shall automatically renew for successive one year terms unless terminated as provided herein.
1.2 “COPYRIGHTED WORK” shall mean that certain copyrighted audio/visual/multimedia work entitled GCIMovie or Glare Control 3M Window Film Impact Video subject to U.S. Copyright Application No. 1-649065408. Hereinafter also referred to as “movie” from time to time.
GRANT OF LICENSE TO LICENSOR
2.1 License to Use Copyrighted Work. LICENSOR grants to LICENSEE, and LICENSEE hereby accepts, a non-exclusive license to use the COPYRIGHTED WORK in connection with LICENSEE’s business, for the purpose of marketing and promoting LICENSEE’s 3M Window Film business. LICENSOR shall make the COPYRIGHTED WORK available to LICENSEE by internet-based access only, unless LICENSOR decides, in its discretion, to make the COPYRIGHTED WORK available through other means. LICENSEE may gainfully utilize the versatile nature of the COPYRIGHTED WORK online. Including in conjunction with Telemarketing efforts, Presentations, Websites, Trade Shows, Bulk Emails, on all Emails Signature Lines, PR & Media, Prior to and during Sales Calls, To assist Referral Agents, Education & Training, Podcasts & Blogs, Sales Webinars, Social Media Sites, Video Sites, Adwords, Banner Ads, Kiosks & Display Monitors, and within all LICENCEE’S online correspondence. LICENSEE further agrees that it will not, without LICENSOR’s prior written approval, use the COPYRIGHTED WORK except in connection with as described above, or other web-based/internet marketing. For LICENSEE’s use only.
3.1 Basic Customization Fee. LICENSEE agrees to reimburse to LICENSOR the cost of customization of the MOVIE. The description and fee for which is outlined as follows: Integration of LICENSEE’s email, website and forwarding feature to MOVIE. Creation of LICENSEE specific Files/URL’s. And the insertion of LICENSEE’s Company Name, Logo & Contact information at the beginning and end of the MOVIE, as applicable-Cost $600.00 USD.
3.1.1 Licensee further understands the following customization options are available, if desired:
1. Professional recording to add Licensee’s Company Name into the narration: $250.00 USD.
2. The integration of up to five Social Networking Site links to the movie: $400.00 USD - Update: Now Included Free.
The Customization Fee and any customization options chosen shall be payable upon the signing of this Agreement. Upon payment, LICENSOR shall make the COPYRIGHTED WORK available to LICENSEE through active Internet links in approximately (30) days to allow time for customization of the COPYRIGHTED WORK for LICENSEE. All customization prices are subject to change.
3.2 Monthly License Fee. Beginning on the day of delivery of the customized movie to Licensee and during the TERM, LICENSEE agrees to pay to LICENSOR a monthly license fee in the amount of One Hundred and Thirty-Nine Dollars and no cents ($139.00) (the “Monthly License Fee”). LICENSEE shall provide LICENSOR with either a credit card or account information for ACH debit for the Monthly License Fee. The Monthly License Fee shall be automatically deducted on a monthly basis by LICENSOR from such authorized payment source. The Monthly License Fee is subject to change with at least thirty (30) days prior notice from LICENSOR.
LICENSOR’S REPRESENTATIONS AND WARRANTIES
4.1 LICENSOR's Representations And Warranties. LICENSOR represents and warrants that:
4.1.1 LICENSOR legally or beneficially owns and controls in its own name the right, title, and interest in and to the COPYRIGHTED WORK.
LICENSEE’S REPRESENTATIONS AND WARRANTIES
5.1 LICENSEE'S Representations And Warranties. LICENSEE represents and warrants that:
5.1.1 LICENSEE has taken all corporate action necessary to approve and enter into this Agreement.
6.1 Access to COPYRIGHTED WORK. During the Term, and so long as LICENSEE is not in default of any of the covenants or obligations in this Agreement, LICENSOR shall make available to LICENSEE the COPYRIGHTED WORK. LICENSOR’s sole obligation to make the COPYRIGHTED WORK available to LICENSEE is to provide an Internet-based link(s), in working order, for LICENSEE to use the COPYRIGHTED WORK as described herein.
7.1 LICENSEE’s Obligations. LICENSEE shall not make any alterations, changes, or amendments to the COPYRIGHTED WORK. LICENSEE shall only use the COPYRIGHTED WORK as outlined in this Agreement and shall not distribute, replicate, download, or copy the COPYRIGHTED WORK in any manner not prescribed herein without LICENSOR’s prior written consent.
8.1 Insurance Coverage. During the Term, LICENSEE shall maintain in effect such insurance coverage, including public liability insurance, but not less than comprehensive general liability, and product liability insurance on an occurrence basis naming LICENSOR as an additional insured and underwritten by a reputable insurance carrier, in an amount not less than $1,000,000 for each type of coverage.
9.1 Indemnification by LICENSEE. LICENSEE hereby indemnifies and holds LICENSOR harmless, and agrees to defend LICENSOR, from and against all and any manner of liabilities, suits, claims, damages and expenses arising out of or in connection with any gross negligence of willful misconduct of LICENSEE related to LICENSEE’s use of the COPYRIGHTED WORK under this Agreement.
9.2 Indemnification by LICENSOR. LICENSOR hereby indemnifies and holds LICENSEE harmless, and agrees to defend LICENSEE, from and against all and any manner of liabilities, suits, claims, damages and expenses arising out of or in connection with any gross negligence or willful misconduct of LICENSOR related to LICENSEE’s use of the COPYRIGHTED WORK under this Agreement.
10.1 Termination. LICENSOR may terminate this Agreement by providing thirty (30) days prior Notice to LICENSEE. Otherwise, this Agreement may be terminated for default or breach by written notice from the non-defaulting party to the defaulting party, which written notice shall:
(a) Reasonably identify the circumstances constituting such alleged breach or default in the obligations or performance hereunder; and
(b) Give the defaulting party thirty (30) days within which to cure the alleged breach or default.
If the alleged breach or default is not fully remedied to the reasonable satisfaction of the non-defaulting party as of the end of such thirty (30) day period, this Agreement shall terminate automatically.
11.1 Relationship of Parties. Neither party shall have nor exercise any authority, express or implied or apparent, to act on behalf of or as an agent of the other party or any of its affiliates or subsidiaries for any purpose.
11.2 Assignment. LICENSEE shall not assign or transfer this Agreement without the express written consent of LICENSOR.
11.3 Severability. All provisions of this Agreement are severable and this Agreement shall be interpreted and enforced as if all completely invalid or unenforceable provisions were not contained herein, and partially valid and enforceable provisions shall be enforced to the extent valid and enforceable.
11.4 No Waiver. No waiver by either party of performance of any provision of this Agreement shall constitute a waiver of such party's right to enforce such provision at any future time.
11.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements between the parties. No modification or amendment to any of the terms hereof shall be binding unless set forth in writing and signed by the parties.
11.6 Applicable Law; Dispute Resolution. This Agreement shall be governed by the laws of the Commonwealth of Kentucky. In the event of dispute between the parties, it is agreed that the parties should discuss such dispute in an effort to reach a mutually satisfactory resolution of such dispute. If no such resolution can be reached within thirty (30) days after the parties' initial discussions regarding such dispute, the sole, exclusive and final means of resolving such dispute, except for disputes related to royalties due or trademark infringement, shall be by binding arbitration in accordance with the rules of the American Arbitration Association ("AAA"). The site for such arbitration proceeding shall be Lexington, Kentucky.
11.7 Notices. All notices to be sent under this Agreement shall be in writing and sent by US mail or email to the following addresses:
If to LICENSOR: If to LICENSEE:
Glare Control, Inc. Company Name__________________________
c/o John Schimmoeller Contact Person:__________________________
1200 Versailles Road Address:________________________________
Lexington, Kentucky 40508 City,State:_______________________________
In witness whereof, the parties have executed this License Agreement as of the day and year first written above.
Glare Control, Inc.: Company Name:___________________________
John F. Schimmoeller, President 3M Prestige Dealer (Signature)
3M Prestige Dealer (Print)