This License and Distribution Agreement is between a content owner, and a third party
in which the licensor gives permission to the licensee to distribute publications on a
royalty free basis. This agreement contains both standard clauses as well as
opportunities for customization to ensure that the understandings of the parties are
properly set forth. This agreement can be used by copyright owners that want to grant a
third party a license to use their work.
LICENSE AND DISTRIBUTION AGREEMENT
This Publications License and Distribution Agreement (the "Agreement") is made as of
______________ [Instruction: insert date] (the "Effective Date") between
__________________ [Instruction: insert the name of the party who holds the license],
located at _____________________________ [Instruction: insert Licensor’s address]
(“Licensor”) and _______________________, [Instruction: insert the name of the party who
is seeking the licensing rights] located at ____________________________ [Instruction:
insert licensee’s address] ("Company") hereinafter collectively referred to as the “Parties”.
WHEREAS the Licensor is in the business of __________________ [Instruction: insert
Licensor’s business description] and publishes certain publications related to its business (the
“Publications”);
AND WHEREAS the Company desires to obtain a license to distribute, publicize and
circulate the Publications of the Licensor;
AND WHEREAS the Licensor desires to grant a license to the Company to distribute,
publicize and circulate the Publications pursuant to the terms, conditions and provisions
contained herein.
NOW THEREFORE, in consideration of the foregoing and the mutual covenants set forth
herein, the Parties agree as follows:
I. GRANT OF RIGHTS
1.1 Licensor hereby grants a license to the Company to distribute, publicize and
circulate the Publications of the Licensor to any end-user by any way the
Company in its sole discretion deems reasonable (the “Rights”). A list of all
Publications to be licenses under this Agreement is attached herein as Exhibit A.
1.2 The license granted by Licensor to the Company shall be non-exclusive,
worldwide and royalty free. The license granted herein by Licensor shall give the
Company the right and license to distribute, publicize, circulate, reproduce and
display the Publications in any manner the Company deems reasonable for the
purposes of carrying on its business.
1.3 Licensor will deliver the completed Publications to the Company on the schedule
of delivery of the Publications which is contained on Exhibit B and attached to
this Agreement. Licensor shall deliver the Publications to the Company in a
timely manner and in accordance with the schedule set forth in Exhibit B and
shall immediately notify the Company in the event the Licensor cannot meet the
schedule of delivery dates.
II. TERM
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2
2.1 The Term of this Agreement shall be for an initial term of ________ (___)
[Instruction: insert term] months/years (the “Term”). The Term shall
commence on the ____ day of ____________, 2____ [Instruction: insert
commencement date] and shall end on the ___ day of ___________, 2____
[Instruction: insert termination date]. Upon the expiration of the Term, the
Company shall have the option to further renew this Agreement for a further term
of ________ (__) [Instruction: insert extension term] months/years (the
“Extension Term”) by giving Licensor written notice ___________(___)
[Instruction: insert notice requirement] days prior to the expiration. If no
notice is given, the Agreement shall expire with no further notice to either party.
III. REPRESENTATIONS AND WARRANTIES OF LICENSOR
3.1 The Licensor hereby represents and warrants to the Company as follows:
A. the Licensor has the full right and authority to enter into this Agreement
with the Company and to execute all such documents as may be required
to give