LICENSE AGREEMENT Non-exclusive right

 
 LOGO BYHEART DESIGN SWEDEN PRINT STUDIO
LICENSE AGREEMENT Non-exclusive right
  1. DATE:            month, day, year
  2. LICENSOR: Batoul Yazdanian ("Licensor")
The full name of our company is:
Byheart Design Sweden | Batoul Yazdanian | VAT No. SE-670919250101 |
Phone: +46 (0)73 940 56 18 | E-mail: info@byheart.design |
Our registered address is Nämndemansgatan 11, 170 66 Solna (Stockholm), Sweden.                     
                      LICENSEE:    Name("Licensee")……………………………………….….
Company ……………………………… VAT No…………                            Address……………………………………………
E-mail …………………………………………
Phone number …………………………………………..….…..
  1. PROPERTY: The specific, individual designs and/or artworks created by Licensor and provided to Licensee for the purposes of this Agreement (“Design Work”), as indicated on Schedule A.
  2. LICENSED PRODUCT(S): Shall be the following articles manufactured (“Products”) based upon the Design Work, as listed below:
TYPE OF PRODUCT
  1. RIGHTS GRANTED: In consideration of the payments set forth below, and subject to the covenants, undertakings, and agreements by Licensee in this Agreement, Licensor hereby grants to Licensee the non-exclusive right to use the Design Work in connection with the Products/ Print & Design/ throughout the Territory, for the Term.
The license granted herein does not include any right, title, or interest in or to the Design Work, nor to any copyrights, patents, and/or trademarks therein or associated there with, nor to the Trademarks, including all such materials developed, embellished, modified or redesigned by Licensee.  All rights not specifically granted herein are reserved to Licensor without restriction. 
  1. COPYRIGHT: The licensee shall cause such copyright notice and/or artist signature to appear on or within each unit of the Licensed Products/ Print & Design/ and/or the Packaging and Promotional Material as may be designated and approved by Licensor. To the extent practicable, all Licensed Products, as well as all promotional, packaging, sales, and advertising relative thereto, shall include the Licensor’s signature and/or branding logo as provided exclusively by Licensor, in addition to the copyright line, which shall read as follows:
  • Original Artwork © Batoul Yazdanian, Byheart Design Sweden
  1. TERM: Begins on Month………, 20xx ….…. and continues for a period of… (4)Four years.., unless sooner terminated as provided in the section titled “Termination.”
  2. TERRITORY: (Please insert the countries) ……………..
  3. DISTRIBUTION CHANNELS: (Where it will be sold) ………..
  4. PAYMENT(S): Handelsbanken Sweden - Account: 6186- 648 762 912 or PayPal by ….…… or other options……………………………………………………………….
            Royalty Rate: 10% ("Royalty") of Net Sales. 
“Net Sales” shall mean the Licensee’s gross sales of Licensed Products/ artworks/ less only the sum of actual cash discounts, quantity discounts, and freight discounts and actual returns for damaged or defective Licensed Products, the aggregate of such discounts and returns not to exceed 5% of gross sales during any accounting period. No deductions shall be made for the Licensee’s costs of manufacture, selling, advertising, or distributing of the Licensed Products, uncollectible accounts, or price adjustments or estimates or amounts accumulated for future settlement with purchasers.
For purposes of this Agreement, a Licensed Product shall be considered “sold” upon the date when such Licensed Article(s) is invoiced, shipped, or paid for, whichever event occurs first.
Licensee shall render accounting statements to Licensor on a quarterly (calendar year) basis within 30 days of the end of each quarter, whether or not any payment is shown to be due to Licensor, and remit payments due Licensor along with such statements.
Royalty statements shall be prepared in a manner containing quantities sold by retailer and/or buyer and the quarterly sales amounts by image and product.
If Licensor does not receive the applicable Royalty payment on the 30th day after the close of the preceding quarter, Licensee shall pay interest with respect to any Royalties owed to Licensor at the lower of (a) the maximum rate allowed by law or (b) the rate of 1½% per month, computed from the original due date until paid.  Neither the acceptance of any payment or Royalty statement nor the deposit of any check shall preclude Licensor from questioning the correctness of such payment or Royalty statement at any time.
  1. AUDIT: shall keep accurate books of account and records covering all transactions relating to the Licensor. Licensor shall have the right, during regular business hours, to examine Licensee’s books and records and all other documents and material relating to the subject matter and the terms of this Agreement.  If the audit shows that royalties have been underpaid by 5% or more, the Licensee shall reimburse all fees related to the Audit that the Licensor paid.
  1. APPROVALS AND SAMPLES: Any and all additions to, and new renderings, modifications, or embellishments of, the artwork must be approved in writing by Licensor prior to manufacturing the Licensed Products. The Licensed Products and any related packaging and advertising must be approved by Licensor in writing before production, distribution, or sale by Licensee.
Licensee shall furnish and ship to Licensor, at Licensee’s expense, three (3) samples of each Licensed Product, including all packaging materials, advertising, and promotional materials related thereto, at the commencement of distribution thereof, and Licensee shall have the right to purchase additional samples at lowest distributor price.
  1. INDEMNIFICATION: By Licensee:  Licensee agrees to indemnify and hold harmless the Licensor and their respective successors, assigns, affiliates, and co-venturers and all other parties associated with the Licensed Products, and their respective directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, suits, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Licensed Products or their manufacture, packaging, distribution, promotion, sale or exploitation.  Licensor shall have the right to defend any such action or proceeding with counsel of their choice at Licensee’s cost and expense.
Licensee agrees to obtain and maintain, at Licensee’s expense, product liability insurance from a qualified insurance carrier for property damage, naming Licensor as additional named insured under said policy.
By Licensor: Licensor warrants that the Design Works and copyrights are owned by the Licensor and holds Licensee harmless against any actions or suits by third parties regarding copyright. 
  1. TERMINATION: If the Licensee files or has filed against it a petition in bankruptcy or is adjudged as bankrupt, or if Licensee becomes insolvent, or makes an assignment for the benefit of creditors, or discontinues its business or a receiver is appointed for Licensee or Licensee's business who is not discharged within thirty (30) days, Licensor may terminate this Agreement on (i) ten (10) days prior written notice with respect to any payment failure provided Licensee shall not have remedied such failure to Licensor’s satisfaction within such ten (10) day period; and (ii) thirty (30) days prior written notice with respect to any other breach hereunder by Licensee, provided Licensee shall not have remedied such failure to Licensor's satisfaction within such thirty (30) day period. 
            If Licensor terminates this Agreement due to a breach of any of the terms or conditions hereof by the Licensee, Licensee shall have no right to sell, distribute or otherwise dispose of any units of the Licensed Products without the Licensor's prior written consent, and the Licensor, at its discretion, may terminate any and all other agreements between Licensor and Licensee.  Further, no creditor, agent, representative, receiver or trustee of the Licensee shall have the right to dispose of any units of the Licensed Products without the prior written consent of the Licensor.
Licensor may terminate this Agreement, in whole or in part, in the event of any of the following defaults, should Licensee fail to remedy such default within thirty (30) days from receipt of notice in writing from Licensor specifying such default: 
  1. I) Licensee does not manufacture and make available the Licensed Products within 6 months of this agreement start date or any amendment date unless specifically agreed to in writing; or
  2. II) Licensee is not marketing Licensed Products to retailers for two (2) consecutive Royalty Periods; or
                III) Licensee fails to pay royalties for two (2) consecutive Royalty Periods; or
  1. VI) Licensee fails to discontinue the distribution or sale of the Licensed Products or the use of any packaging or promotional material which does not contain the requisite trademarks and copyrights, or which departs materially from previously approved samples; or
VII) If, during any calendar quarter, Licensee fails to sell, manufacture and/or distribute commercially reasonable quantities of any Licensed Products.
Provided this Agreement is not terminated due to material breach by Licensee, Licensee may sell off than existing inventories of the Licensed Products on a non-exclusive basis for a period of ninety (90) days, subject to all the other terms and conditions hereof, and provided the same have not been manufactured solely or principally for sale during such period.
  1. GOVERNING LAW: This Agreement shall be interpreted and construed according to the laws of Washington.
  2. NO ASSIGNMENT: The rights and obligations of the Licensee hereunder may not be assigned, delegated, or sublicensed without the Licensor's prior written consent.
  3. ENTIRE AGREEMENT: This License Agreement, Schedule A, and any subsequent, signed Amendments constitute the parties' entire agreement. It does not constitute an employment agreement, partnership, or joint venture between the Licensee and Licensor. 
All parties hereby acknowledge that they are and shall remain independent contractors.
ACCEPTED AND AGREED TO:
 
("Licensee") company name 
By:  ________________               By ("Licensor") artist:________________    
Print Name:   ………………     Print Name:   BATOUL YAZDANIAN
Title: …………………….…   Title: Owner | Surface Pattern Designer |
Date: ………………………………………………                                                                                              __________________________________________________________________ 
SCHEDULE A
The agreement covers the following original prints.
 
Insert names of design to be Licensed below. 
NR.
ORIGINAL PRINT - Name
JPEG & PSD
REPEAT
FORMAT cm (/inch)
PRICE
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Discount
 
 
 
 
 
AMOUNT
 
 
 
 
 
 
Our standard license is for non-exclusive rights for a period of four years, you can view our contract here. This contract must be read, signed, returned by email to: info@byheart.design and approved by Batoul before the license period can commence.