Free Content License Agreement Template

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Content License Agreement

 

This agreement is between Party A and Party B, dated on the date of last signature below.

 

Party A hereby grants to Party B a non-exclusive, royalty free, non-perpetual,  non-sublicensable, non-transferable, revocable license to use, reproduce, distribute, and display content created by Party A (“Licensed Content”) on websites, mobile applications, and other digital properties owned or operated by Party B (“Party B’s Properties”).

 

The Licensed Content will be used in connection with Party B’s Properties and will be displayed to users of Party B’s Properties. Party B’s use of the Licensed Content is subject to the following terms and conditions:

 

  1. Party B will not use the Licensed Content in a way that suggests an endorsement by or affiliation with Party A. 2. Party B will not use the Licensed Content in a way that is misleading, defamatory, or otherwise harmful to Party A.

 

  1. Party B will not make any changes to the Licensed Content without the prior written consent of Party A.

 

  1. Party B will not use the Licensed Content for any illegal or unauthorized purpose.

 

  1. Party B will not remove or alter any copyright or other proprietary notices included in the Licensed Content.

 

  1. The profits arising from Party B’s licensing of the Licensed Content will be shared between the Party and Party A in the ratio of _______

 

  1. Party B agrees to indemnify, defend, and hold harmless Party A from and against any and all claims, liabilities, damages, losses, or expenses (including attorneys’ fees and costs) arising out of or in connection with Party B’s use of the Licensed Content.

 

  1. This agreement is personal to Party B and may not be assigned or transferred by Party B to any third party without the prior written consent of Party A.

 

  1. Party A reserves the right to revoke the license or terminate the agreement at their will.

 

  1. This agreement will be governed by and construed in accordance with the laws of the State of [State], without giving effect to any choice of law or conflict of law rules.

 

  1. Any and all disputes arising out of or in connection with this agreement will be submitted to arbitration in [city], [state], in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The arbitrator will be a retired judge or justice experienced in intellectual property law. The arbitrator will have the authority to award any relief that a court of competent jurisdiction could award. The prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.

 

  1. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

 

  1. This agreement may be executed in counterparts, each of which will be considered an original and all of which taken together will constitute one and the same agreement. [Signature page follows.] IN WITNESS WHEREOF, the parties have executed this agreement as of the date first written above.

 

Party A: ______________________________

 

Party B: ______________________________