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China License Agreement

We are frequently asked about license agreement used in China. We hereby furnish a typical Chinese license agreement which is drafted by our China intellectual property lawyer. Although you are free to use it, you are highly recommended to retain our lawyer's service to tailor a more reliable license agreement for you.

This Agreement is dated:

LICENCE AGREEMENT

about Royalty Free Images

between:


Licensor: (hereinafter referred to as the “Licensor”) OF THE FIRST PART

and:         Outgram Publishing Ltd
China
Phone:    ++86 1829 771880
Fax:    ++86 1829 771883

(hereinafter referred to as the “Licensee”) OF THE SECOND PART

Whereas the Licensor is the owner or is legally entitled to represent the owner/s of the proprietary rights and interests in the royalty free images (which is hereinafter referred to as the “images”).

and whereas the Licensee is desirous of acquiring from the Licensor the right

•    to offer and sell to third parties for royalty free use the licensed images in digital files on CD-ROM or via Internet web sites (both individually or on subscription).
(all of the aforesaid rights collectively referred to as the “Licensed Rights”);

and whereas the parties are desirous to set forth the terms and conditions of the partially exclusive, indivisible and non-transferable Licensed Rights for the Territory as hereinafter defined; World

and whereas it is acknowledged however that the proprietary rights and ownership of the images does not form part of this Agreement.

In consideration of the mutual covenants herein contained the parties agree as follows:

1. DEFINITIONS

a)   
The term “Images” shall mean the royalty free images supplied to Ingram by the licensor.

b)
The term “Territory” shall mean – worldwide

c)
The term “revenues” shall mean – all incoming paid sales of the product excluding all sales taxes and shipping costs.

2. LICENSOR COVENANTS

The Licensor grants to the Licensee, subject to the conditions set forth in this Agreement, an exclusive, non-assignable Licence for the territory to the Licensed Rights

3. LICENSEE COVENANTS

On-Line Distribution   
a)    Subscription: The Licensee shall pay a fixed royalty of 20% (in words: twenty percent) of all subscription revenues x Number of Contributor images/Total number of images included in subscription product.
b)    Single images: The Licensee shall pay a fixed royalty of 20% (in words: twenty  percent) of all revenues.
c)    The Licensee shall render to the Licensor written statements disclosing the revenues received during all quarters of a year during the validity of the Licence Agreement. The statements including the payment shall be due on the15th day after the proceeding quarter. In addition contributors will have confidential on-line access to their own sales and downloads on Ingram web sites;
d)    In order that the Royalty Fees payable under this Agreement may be determined, and the reports provided for herein be verified the Licensee agrees:
i)    to permit the Licensor or its authorised representatives, with prior notice to the Licensee, at least twice each year during the term of this Agreement to inspect and examine the books and records of the Licensee relating to the images covered by this Agreement in so far as it is deemed necessary by the Licensor to determine Royalty payments due under this Licence Agreement.
ii)    to permit the Licensor or its authorised representatives, with prior notice to the Licensee, at least twice each year during the term of this Agreement to inspect and examine the books and records of the Licensee relating to the manufacture and sale of the devices covered by this Agreement in so far as it is deemed necessary by the Licensor to determine Royalty payments due under this Licence Agreement.

For Images selected to included in CD Collections   
a)    The Licensee shall pay a fixed royalty of 15% (in words: fifteen percent) of the collections’ net sales x Number of contributor images/Total number of images included in each collection. The Licensee has the right to give NFR (Not For Resale) single copies of the Product to its distributors /important dealers without paying the Royalty fee.
b)    The Licensee shall render to the Licensor written statements disclosing the quantity of units sold or given away during all quarters of a year during the validity of the Licence Agreement. The statements including the payment shall be due on the15th day after the proceeding quarter;
c)    In order that the Royalty Fees payable under this Agreement may be determined, and the reports provided for herein be verified the Licensee agrees:
i)    to keep full, clear and accurate books and records showing quantity manufactured and records of sales of each and every licensed device manufactured, used, sold, shipped or delivered or disposed of by the Licensee embodying the devices licensed under this Agreement; and
ii)    to permit the Licensor or its authorised representatives, with prior notice to the Licensee, at least twice each year during the term of this Agreement to inspect and examine the books and records of the Licensee relating to the manufacture and sale of the devices covered by this Agreement in so far as it is deemed necessary by the Licensor to determine Royalty payments due under this Licence Agreement.
d)    the Licensee agrees to distribute and to use its best efforts to promote the Product in the Territory assigned;

4. WARRANTIES OF LICENSOR

Supplier represents and warrants that:

(a)    Licensor has read and understands this Agreement, and has the legal right to enter into this Agreement and perform its obligations hereunder.
(b)    Licensor is the sole and exclusive copyright holder or is authorized in writing to represent the copyright holder of all Images and Products and has not assigned the copyrights in the Images to any Third Party.
(c)    Licensor has obtained valid property and model releases where necessary for Licensee to lawfully distribute, publish, market, license and sublicense the Products and Images for the purpose of Royalty Free Licensing.
(d)    Any Image or Product submitted or delivered to Licensee shall not (i) infringe on any copyright or trademark right or any right of privacy or publicity (unless otherwise stated); (ii) defame any third party; nor (iii) give rise to any existing or potential claim by any third party. Licensor warrants that the Licensee will not be liable to any claim or damages arising from the Licensor’s failure to have performed its obligations under this Agreement and holds the licensee harmless against any damages, including actual, indirect, special, or consequential that might arise from the submission or use of the images.

5. NON-ROYALTY DISPOSITIONS

In consideration for the payment of the Royalty Fee as aforesaid, the Licensee shall have the full and unfettered right to make use of the Product including marketing and distribution of same through its own distribution systems and its own dealer group.

6. TERM

(a)  Term.  This Agreement shall commence on the Effective Date and shall continue for three (3) years after the Effective Date (the “Term”), unless earlier terminated in accordance with the provisions of Section 12.

(b) Termination of Agreement. This Agreement will terminate in the event of any of the following:

i)  Default.  If one party materially breaches or is in material default of any obligations hereunder, and such breach or default has not been cured within thirty (30) days after receipt of written notice of such default from the non-defaulting party, or within such additional cure period as the non-defaulting party may authorize in writing.

ii)  Acts of Insolvency.  If Licensee becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, become subject to any proceeding under any bankruptcy or insolvency law whether domestic or foreign, or has liquidated or wound up, voluntarily or otherwise.

7. NOTICES

All notices and communications shall be directed to the addresses on the front page of this License Agreement.

8. SUCCESSION

This Agreement shall be binding on and, except as otherwise provided, shall endure to the benefit of the legal successors or representatives of the parties.

9. ENTIRE AGREEMENT

The making, execution and delivery of this Agreement has been induced by no representation, statements, warranties and agreements other than those expressed in this Agreement.  This Agreement embodies the entire Agreement of the parties and there are no further or other agreements or understandings, written or oral, in effect between the parties, relating to the subject matter of this Agreement.

In witness whereof the parties have set their hands and seals as of the date above referenced.

Signed and delivered in the presence of

Date:                         Date:

Licensee:                     Licensors:
Louis Ingram
Outgram Publishing Limited

 
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China Lawyer BLog AuthorPeter Zhu, an experienced China attorney licensed to practice law for more than ten years, the author of this China Lawyer blog, welcomes any enquiry or consultation related to Chinese law.