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SAMPLE Licensing AgreementDate This invoice covers the Mannequin Head(s) set forth below and incorporates all of the Terms of Use of Mannequin Head(s) set forth on the back of [or, as the case may be, accompanying] this invoice. Retention of Mannequin Head(s) listed below shall signify agreement to all of the Terms of Use.
Rental Usage: Staging for the Masquers Theatre Only (no pictures rights are granted without the prior approval and copyright notice by KSL) Non -Exclusive License for: Staging for The Masquers
Playhouse Only Products: Mannequin Heads Used: Copyright notice to appear if picture rights are granted
: Rental Fee Due: Licensee will pay to Kathy Scott Licensing Five Hundred US Dollars ($500.00) for Usage of the Mannequin Head(s) listed above in this Agreement. Return of Products: The Products will be picked up by KSL or Licensee will deliver to KSL by Sept 10, 2009 or a Holding Fee Invoice will be sent for payment. Rental Payment due before receipt: $500.00
USD No rental rights are granted for the usage of the Mannequin Heads
without full payment of the Usage Fee and Refundable Deposit before
delivery, and the Agreement is duly signed between Licensee and
Kathy Scott Licensing. Kathy
Scott Licensing Agreement of license: The license to utilize a Mannequin Head(s) is only granted for the use on the product, for the time period and in the territory specified on this invoice and for no other purpose. This license is only effective after you pay this invoice and no rights are granted by your possession of either the Mannequin Head ( s) or this Invoice. All Mannequin Head ( s) are owned by Kathy Scott Licensing and are govern byu the intellectual properties act of the United States of America.. All rights not specifically granted to you on the Invoice are reserved for KSL's use and future disposition without any limitations whatsoever. If you need additional rights, a prohibition on other uses, or some other limit upon other uses of the Mannequin Head ( s) you have selected, this can be arranged at an additional cost and you should request such limitations. You agree not to use the Mannequin Head ( s) (s) in any defamatory manner either by making physical changes to the Mannequin Head ( s) or by any accompanying text. By advising us of your choice of Mannequin Head ( s) , you accept full responsibility that such Mannequin Head ( s) are suitable for your needs. This invoice does not grant any rights to use trademarks depicted in any Mannequin Head ( s) and KSL cannot warrant any rights to any trademarks depicted. KSL makes no warranty or representation, express or implied, that the use of the Mannequin Head ( s) on licensed products are fit for any particular purpose or will achieve any particular commercial result. We have calculated the lease fee on this Invoice by relying in good faith on the information you provided. You should be aware that in the event you utilize a Mannequin Head ( s) for any use other than that indicated on this invoice, including but not limited to the number of uses, the publication utilized, or the size of reproduction we shall have the right to sue for copyright infringement and/or breach of contract. We anticipate and appreciate your honesty in reporting to us.
Liability of Return of Mannequin Head ( s) : Mannequin Head ( s) and original artwork are to be returned to KSL by bonded messenger, carefully packaged in plastic , prepaid by you and fully insured, no more than Ten Days after the invoice date, unless otherwise indicated and approved by KSL in writing. Whether or not you have insurance on the Mannequin Head(s) you assume an insurer's liability for their safe and undamaged return to us. You assume full liability for your employees, messengers, agents, assigns, labs, printers and freelance researchers for the loss, damage or misuse of the Mannequin Head(s) from the time you receive them until our safe receipt. This includes loss or damage while they are in transit or in your possession. This Agreement is not a bailment and our submission is specifically conditioned upon your returning the Mannequin Head(s) delivered to you in the same condition as we sent them. If a Mannequin Head(s) is not returned by the date determined after the Invoice date, the Mannequin Head(s) will be deemed to be lost and the Refundable damage provision from KSL Delivery Memo and this invoice will govern! All Mannequin Head(s) have been returned except one AP Woman Mannequin Head(s) as of Aug 30, 2009. Liquidated Damages: We both agree that it is difficult to determine the monetary damage due to the loss or damage of a Mannequin Head and that a Mannequin Head may be irreplaceable. Accordingly, we both agree that the establishment of a reasonable liquidated value for lost or damaged Mannequin Head is in both of our interests to avoid determining value on an individual basis. We both accept Five Hundred Dollars ($500.00) as the agreed liquidated value for One original Mannequin Head. If another value is set forth by KSL on a separate agreed upon annexed list for that one time project, that value shall control. We agree to deliver the Mannequin Head(s) to you only upon your express agreement to the terms in this Paragraph and from our Delivery Memo. Indemnification: LICENSEE shall defend, indemnify, and hold harmless. KSL and its officers, directors, employees, agents, successors, assigns, for the Mannequin Head ( s) clients, licensees, subagents, illustrators, stock agencies, and persons affiliated with KSL against any and all costs, damages, losses, judgments, settlements, awards, decrees, and expenses (including without limitation reasonable attorney’s fees and court costs) incurred in connection with any claim, demand, suit, proceeding, investigation or cause of action based upon breach of any warranty or representation made by LICENSEE. No model releases, or any other releases, exist on any Mannequin Head ( s) unless we specify the existence of such release in writing. You agree to indemnify and hold KSL, its officers, directors, employees, agents, successors, assigns, and the Mannequin Head ( s) harmless against any and all costs, damages, losses, judgments, settlements, awards, decrees, and expenses (including without limitation attorney's fees and court costs) incurred in connection with any claim, demand, suit, proceeding, investigation, or cause of action arising out of the use, manufacture, advertising, storage, sale or other distribution of a Mannequin Head ( s) , including, without limitation, claims for injury to or death of persons and loss of or damage to property arising out of the use of any Mannequin Head ( s) , and for the defamatory use of a Mannequin Head ( s) in any manner or context. In any event, KSL's liability for any improper use of a Mannequin Head ( s) shall be limited to the sum paid for the use of the particular Mannequin Head ( s) involved. If this invoice was not paid prior to using a Mannequin Head ( s) , KSL shall be absolved from any and all liability, and held harmless by you for all claims arising out of any usage. While best efforts have been made to accurately identify each Mannequin Head ( s) with names or identification numbers for tracking purposes, we do not assume any responsibility for inaccurate or incomplete captions. KSL’s total
liability for any problem relating to a Mannequin Head ( s) shall
be limited to the lease payment paid in accordance with our Invoice. You
may not assign or transfer the rights granted in this Agreement
to anyone else without KSL's prior written consent. Enforcement of Rights: or as we otherwise indicate. LICENSEE shall defend, indemnify, and hold harmless KSL and its officers, directors, employees, agents, successors, assigns, Mannequin Head ( s) clients, licensees, subagents, illustrators, stock agencies, and persons affiliated with KSL against any and all costs, damages, losses, judgments, settlements, awards, decrees, and expenses (including without limitation reasonable attorney’s fees and court costs) incurred in connection with any claim, demand, suit, proceeding, investigation or cause of action based upon breach of any warranty or representation made by LICENSEE. If we are obligated to go to court, rather than arbitration, to enforce any of our rights, or to collect any fees due us, you agree to reimburse us for our legal fees and disbursements if we are successful. Arbitration: All
matters concerning copyright infringement shall be adjudicated
in the Federal Court and matters involving less than $l,500 shall
be submitted to the municipal court of San Francisco County, California. A
material part of this contract is your agreement to arbitrate disputes. Any
and all disputes arising out of, under or in connection with this
contract, including without limitation, its validity, interpretation,
performance and breach, but excluding copyright infringement and
sums under $l,500, shall be settled by arbitration in San Francisco,
California, pursuant to the rules of the American Arbitration Association
in effect at the time arbitration is demanded. Judgment upon
any award rendered may be entered in the highest court of the forum,
State or Federal, having jurisdiction. This contract, its
validity and effect shall be interpreted under, and governed by,
the laws of the State of California, and you agree that the arbitrators shall award
all costs of arbitration, including legal fees, plus legal interest
to the successful party. ____________________________________ date____________________
____________________________________ date____________________
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