Art licensing contract example

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A licensing agreement should be present in your art-related livelihood because it is a vital part of the growth of your business. Even though it appears to cause added work and effort, an artist licensing agreement will save you money and time in the end.

Licensing is a 70 billion dollar industry, with the licensing of art comprising 10 percent of the licensing revenue total. Art licensing is a quickly expanding industry, growing exponentially every day because it covers a diversity of products focused on brands, and well-known artists occupied by style and name.

Art licensing involves any imaging likeness that can be bound by a license and can appear on any entertainment medium or manufactured product. Further, individuals being granted a license can use other people's intellectual property to grow their own business or make a living while protecting themselves from intellectual property infringement claims by defining the terms of the property's use. This document can be used if an individual wants to use intellectual property that they do not own.

Conversely, this document may be used by someone who would like to grant permission to another person to use their intellectual property. This document allows the Parties to specify the length of use and how the property is utilized.

For example, the Parties can specify the right to use a trademark or the right to sell or distribute intellectual property for a specific period of time. The Parties should describe the work being licensed in as much detail as possible , including information about the quality of the work that will be delivered from the Licensor to the Licensee for the Licensee's use.

For example, the Agreement might provide that digital images being licensed be given to the Licensee in a particular format, size, or dpi. The Parties can then include information about whether the license is exclusive the Licensor will not grant licenses to other third-parties to use the property in the same way or non-exclusive the Licensor may give similar licenses to other third-parties , the geographical area where the Licensee may use the property, and whether the Licensee is allowed to modify the property to create what is known as a derivative work.

Finally, and most importantly, the Parties can arrange how the Licensee will compensate the Licensor in exchange for permission to use the property by paying royalties. Royalty payments can be calculated in a number of ways including a one-time flat fee, a specific dollar amount paid for each unit of an item containing the licensed work sold by the Licensee, or a percentage of total net sales of any items made using the licensed work sold by the Licensee.

The remedy of the Licensor for failure of the Licensee to make payment of the Minimum Royalty is limited to termination of this agreement under section 12 below. 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.

If an inspection or examination under subsection 6 a above discloses, or a party otherwise discovers, an overpayment of any royalties or other fees due, the Licensor shall credit to the Licensee the amount of that overpayment against future payments owed by the Licensee, unless the period for which the overpayment was made is the final period covered by this agreement, in which case the Licensor shall pay the amount of the overpayment to the Licensee within days after that finding.

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.

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.

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. 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.

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.

The Licensee shall on request give to the Licensor or its authorized representatives any information as to its use of the Artwork , any Collective Work, or any Derivative Work or any Derivative Work or any Collective Work 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.

If the Licensee is enjoined from further use of any infringing Artwork or if the Licensee stops using any of the Artwork including as necessary any Collective Works or Derivative Works including as necessary any Derivative Works including as necessary any Collective Works 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 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.

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 Collective Work, Derivative Work, or Collective Work or Derivative Work or 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 Collective Work, Derivative Work, or Collective Work or Derivative Work or or reproduction of Artwork is published and remains out of print for a period of at least six months.

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 , any Collective Work, or any Derivative Work, or any Derivative Work, or any Collective Work, and refrain from further reproduction, publishing, and distributing of the reproduced Artwork , Collective Work, or Derivative Work or Derivative Work or Collective Work.

However, the Licensee may fill existing orders and sell off existing copies of the reproduced Artwork , Collective Work, or Derivative Work or Derivative Work or Collective Work then in stock if the sell-off period is no more than months from the date of termination.

The Licensor shall have the right to verify the existence and validity of the existing orders and existing copies of the reproduced Artwork , Collective Work, or Derivative Work or Derivative Work or Collective Work then in stock on reasonable notice to the Licensee.

The laws of the state of govern this agreement without giving effect to its conflicts of law principles. Both parties consent to the personal jurisdiction of the state and federal courts in County,. 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.

Neither party may delegate any performance under this agreement, except with the prior written consent of the other party. If a purported assignment or purported delegation is made in violation of this section, it is void. Due diligence before you sign an agreement can save much grief.

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Please reference the Terms of Use and the Supplemental Terms for specific information related to your state. Talk to a Lawyer. Grow Your Legal Practice. Meet the Editors. Licensing agreements are important for establishing clarity and ensuring fairness. What Are Royalties? Understanding Licensing Agreements Like many legal areas, licensing involves a good amount of jargon.

Advance Against Royalties An "advance" is an up-front payment to you, usually made at the time the license agreement is signed. One-time License Fee On rare occasions, a licensee may pay a "one-time license fee" at the time of signing the agreement. Gross and Net Sales "Gross sales" refers to the total amount billed to customers who buy the product containing the licensed artwork. Deductions Deductions are subtracted from sales before the royalty is calculated.

If possible, avoid deductions for: bad debts and uncollectible accounts that is, when a third-party orders products and then fails to pay sales commissions a salesperson is paid a commission for each sale of the licensed product fees a vague term that includes a wide range of licensee costs and business expenses , and promotion, marketing, or advertising costs these are costs of the licensee's business, not yours. Calculating Your Royalties Determining your royalties is important, partly because you need to ensure that the licensee is paying you correctly.

Demanding a Guaranteed Minimum Annual Royalty Payment If the licensee that you are approaching is especially excited about your artwork and wants a long-term license, you may want to consider negotiating for a guaranteed minimum annual royalty payment "GMAR".

Auditing Your Royalty Income To a certain extent, artists are trusting the licensee to accurately pay them for royalties based on sales. The provision should: describe when you or your representative e.

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