Contract For Licenor Essay, Research Paper
1. DEFINITIONS
1.1 “Licenser” shall refer to Joe Prize.
1.2 “Licensee” shall refer to Fat Chance Airlines as handled by Ms. T. G. Lee
1.3 “Property” shall refer to the item stated in 2.1 of this contract.
1.4 “Fedex” shall refer to Federal Express Overnight delivery, including insurance for the value of the Property equal to one million U.S. dollars.
1.5 “Present Condition” refers to the condition the Product was in at the time of observance by both parties, previous to this contract and recorded by the parties.
1.6 “License” refers to the license granted in 3.1.
2. PRODUCT DESCRIPTION
2.1 A photographic slide that appeared in the December 1995 edition of Prize Winning Aviation Monthly Magazine that depicted tail markings and the winglet area of Fat Chance Airline’s B747-400 Airplane.
3. LICENSE
3.1 JOE Prize grants to Fat Chance Airlines an exclusive, nontransferable License for Property stated in 2.1 of this contract.
(a) LICENSEE is authorized to use the Property in publications, magazines and trade publications, to promote Licensee’s business for the period specified in this contract.
(b) LICENSEE agrees to post copyright notices on the Property, including pending copyrights notices and the name of the Licenser on all copies of the Property.
(c) LICENSEE may copy and transfer an unlimited quantity of Property as are required to effectively use the Property for the Licensee’s own internal purposes.
3.2 EXCEPT as specifically stated in 3.1, Licensee has no Property usage rights. Licensee will not, and will not authorize any third party to copy, transfer, reproduce, rent, lease, modify, adapt, translate, disassemble, or otherwise reduce to human-perceivable form or create derivative works from any of the Property, accept within the confines of this agreement.
3.3 LICENSEE has no right to assign or transfer License to any third party and this agreement is exclusive to the Licenser and Licensee.
4. TERRITORY
4.1 Licensee shall have the right to use this product in all territories that Licensee has existing business. Any territories of expansion of Licensee’s business shall require written notification and acceptance of the Licenser previous to the use of the product in new territories.
5. PAYMENT AND DELIVERY
5.1 LICENSEE will pay Licenser the amount of $3,480.00 not more than 24 hours after Licensee has received the property.
5.2 BOTH parties will use Fedex for delivery.
5.3 LICENSOR will deliver the Property to 678 Lotus Blossom Drive, Manila, Republic of The Philippines RG8 J23, no later than the 3rd day of January 2001.
5.4 LICENSEE will deliver the funds to 123 Main Street, New York, New York 11001 no later than the 4th day of January 2001.
5.5 FUNDS will be in United States currency and shall be in the form of a cashier’s check.
6. COPYRIGHT
6.1 LICENSEE will immediately after receiving the Product seek a protected copyright for the product according to all specifications of Title 17 of the United States Code.
6.2 THE copyright will be the exclusive property of the Licenser and the Licenser retains all rights according to The Federal Copyright Act.
7. TERMS
7.1 THE term of this agreement is one year that shall begin on January 3rd, 2001 and end the 3rd day of January 2002.
7.2 LICENSEE agrees to safely keep and carefully use the Property and not sell, or attempt to sell, or alter the Property and Licensee agrees to return the Property in the exact condition that the Property was in on delivery to the Licensee.
7.3 THERE will be no express or implied reasonable wear and tear of the Property.
7.4 LICENSEE will pay all taxes and charges on Property or its use during the time Licensee is in possession of the Property. Charges include, but are not limited to any moneys imposed by federal, state, municipal, or other authority and Licenser shall be free and harmless from all costs associated with the use of the Property.
7.6 LICENSEE accepts the Property in its Present Condition and Licenser is responsible for the Property in transit delivery to the Licensee.
7.7 LICENSEE assumes all responsibility of the Property and agrees to return the Property free from any rights or liens that a third party may encumber on the Property.
7.8 LICENSEE will, during the term of this lease and until return and delivery of the Property to Licenser, abide by and conform to all governmental laws of the jurisdiction of business in order to protect the Property.
7.9 LICENSEE agrees to be held liable for the value of the Property in the amount of one million dollars and will immediately on destruction of the Property notify the Licenser and deliver the total liquidated damage fund to the Licenser.
7.10 LICENSEE agrees that total liquid damages will be paid for any damages to the Property, including but not limited to fingerprint smudges, tears, watermarks, dirt, grime, creases, distortions, discoloration by sun or heat or any other cause.
7.11 LICENSEE will keep an insurance policy on the Property that will cover any loss or damage to the Property for the full value of the Property to be directly paid to the Licenser in the amount of one million U.S. dollars.
8 TERMINATION
8.1 LICENSEE can terminate this contract at any time; however, Licenser shall retain the entire advance payment and no portion of the money shall be refunded to the Licensee.
8.2 LICENSOR has no power to terminate this contract accept in the case of breach of contract and the decision to terminate shall be the solely up to the Licenser.
8.3 IN the event of termination, Licensee agrees to return Property to the Licenser within 24 hours of the time of termination.
9 INDEMITY
9.1 LICENSEE acknowledges that in no event will the Licenser be liable for any direct, indirect, incidental, or consequential, or accidental damages that may occur during the use of the property.
10 BREACH
10.1 THIS agreement represents the contract between Licenser and Licensee in entirety.
10.2 THIS contract may not be modified by express or implied terms that have previously been discussed or that heretofore may be discussed or agreed on, but both parties agree to be bound by the terms of this contract as written.
10.3 IN the event that either party breaches this contract in any form the non-breaching party has all rights for cause of action and attorney’s fees, including any incidental or related costs that may be incurred by court action.
10.4 CHOICE of Forum State shall be exclusively the State of New York and none other shall obtain jurisdiction for any reason.
10.5 PARTIES recognize that this contract is designed specifically for the purpose of the two parties and that none of the printed language is “boiler plate,” or shall be construed as “boiler plate,” but all writings on this contract will weigh equally.
10.6 NONE of this contract will be interpreted by “trade usage,” but by “plain meaning.”
10.7 IN the event that any part of this contract is held to be invalid or unenforceable, the remaining provisions of this contract will remain in full force and effect.
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JOE PRIZE (LICENSER) MS. T. G. LEE (LICENSEE)
FOR FAT CHANCE AIRLINES
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SIGNITURE SIGNITURE
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DATE DATE
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ADDRESS ADDRESS