COPYRIGHT LICENSE AGREEMENT

This Copyright License Agreement (hereinafter referred to as the “Agreement”) is made on [DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE LICENSOR],  having registered office at [INSERT ADDRESS OF THE LICENSOR] (hereinafter referred to as the “Licensor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT NAME OF THE LICENSEE], having registered office at [INSERT ADDRESS OF THE LICENSEE] (hereinafter referred to as the “Licensee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Licensor” and the “Licensee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Licensor is the lawful owner of the copyrighted work (hereinafter referred to as “work”) mentioned in this agreement, and has the exclusive right to license others to produce, copy, make, or sell the Work.
2. The Licensor has full right, absolute power and lawful authority to sell, license and convey the same in the manner herein set forth;
3. Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the Work by Licensee in accordance with the terms and conditions of this Agreement.
4. The Licensor and Licensee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Licensor" refers to the owner of the copyrighted work, who grants the license to the Licensee under this agreement.
   2. "Licensee" refers to the party receiving the license to use the copyrighted work by the licensor.
   3. "Copyrighted Work" refers to the intellectual property of the Licensor subject to this agreement, and includes any related works, modifications, and derivatives thereof.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement, whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks, trade names, copyright, trade secrets, know-how or other intellectual property rights, applications, registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT TERM OF THE AGREEMENT], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD FOR TERMINATION OF THE AGREEMENT] days.
   3. In the event that Licensee seeks bankruptcy, either voluntarily or involuntarily, Licensor may, at its sole discretion, terminate this Agreement.
   4. In the event that Licensee sells all of its assets to a third party, or otherwise cease to exist in its current form, Licensor, at its discretion, may immediately terminate this Agreement.
3. GRANT OF LICENSE
   1. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Work in the course of its business.
   2. The Licensee shall not grant sub-licenses, assign or transfer this license or rights granted herein to any third-party without the prior written approval of Licensor.
   3. Licensee hereby accepts such license and agrees that Licensee shall not use the Work except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Work subject to any limitations set forth herein.
4. COPYRIGHT WORK
   1. The description of all the copyright work is mentioned in Exhibit –A, attached hereto and forms an integral part of this agreement. The Licensee agrees to use the copyrighted work only for the intended purpose and shall not use the work without obtaining prior written consent from the Licensor.
5. PAYMENT AND ROYALTY
   1. The Licensee shall pay a total sum of [INSERT UPFRONT AMOUNT PAYABLE TO COMMENCE THE WORK] to the licensor before the execution of this agreement. The Licensee may provide a royalty of [INSERT ROYALTY PERCENT FROM THE COPYRIGHTED WORK] from the copyrighted work to the licensor on mutual agreement.
   2. The Licensee shall pay the amount in installments or one-time full payment as agreed upon by the parties.
   3. Failure of Licensee to make any payment required under this Agreement when such payment is due, shall, at Licensor’s option, terminate this Agreement. Licensor will provide written notice to Licensee of termination of this Agreement for failure to make a required payment, within [INSERT NUMBER OF DAYS TO PAY THE DUE AMOUNT] from the due date of the payment.
6. OWNERSHIP OF WORKS.
   1. Licensee acknowledges that Licensor is the sole and exclusive owner of the Copyright work.
   2. Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights to the Work, or any derivative, compilation, sequel or series, or related Work owned by or used by Licensor. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the Work other than the right to use the same in accordance with this Agreement.
7. REPRESENTATION AND WARRANTIES
   1. The Licensor represents and warrants that it is the sole and rightful owner of the Copyrighted Work and has the full authority to grant the license to the Licensee as contemplated in this agreement. The copyrighted work does not infringe upon the intellectual property rights of any third party and the copyrighted work is original and does not contain any defamatory, obscene, or unlawful material.
   2. The Licensee represents and warrants that it will use the Copyrighted Work solely for the purposes authorized under this agreement and in compliance with all applicable laws and regulations.
   3. The Licensee acknowledges and agrees that it is responsible for the use and implementation of the copyrighted work, and the Licensor shall not be liable for any damages, losses, or liabilities arising from the Licensee's use of the work beyond the scope of this agreement.
8. INDEMNIFICATION
   1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. FORCE MAJEURE
    1. No failure or omission by the Licensor or the Licensee in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Licensor or the Licensee, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
11. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS]
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Licensor and Licensee. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
12. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Licensor: [EMAIL ID OR/AND ADDRESS OF LICENSOR]
       2. If to the Licensee: [EMAIL ID OR/AND ADDRESS OF LICENSEE]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
13. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
14. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [MENTION LANGUAGE].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
15. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Licensor

Name: [NAME OF LICENSOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF LICENSOR]

Signed, sealed and delivered on behalf of Licensee

Name: [NAME OF LICENSEE/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [SIGNING DATE OF LICENSEE]

EXHIBIT-A

(DESCRIPTION OF COPYRIGHT WORK)

[INSERT DESCRIPTION OF COPYRIGHT WORK]