Copyright License Agreement - Photographic Work (India)

This Copyright Licence Agreement for a Photographic Work is designed for use in India. This agreement is between a copyright holder and a licensee who pays a royalty amount for use of the copyrighted material, in this instance a photographic work. This form is available for immediate download.

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While a copyright holder holds the exclusive rights to control and exploit the copyrighted material, he or she may transfer certain of those rights to a third party by way of a licence. A copyright licence generally is given for a specific duration, during which the licensee pays the holder a royalty amount for the use of the copyrighted material. Once the term of the licence is over, all rights in the copyrighted material revert back to the copyright holder. This form is for use in drafting a copyright licence agreement for a photographic work.

Among others, this form includes the following provisions:
  • Grant of Licence
  • Term and Payment Provisions
  • Licensor’s Representations and Warranties
  • Indemnification and Assignment Provisions
This lawyer-prepared packet contains:
  1. Instructions and Checklist
  2. General Information
  3. Step-by-Step Instructions
  4. Copyright Licence Agreement – Photographic Work for India
Law Compliance: This form complies with the laws of the states and territories of India
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Copyright Licence Agreement - Photograph
(India)










This Packet Includes:
   1. General Instructions
   2. General Information
   3. Step-by-Step Instructions
   4. Copyright Licence Agreement - Photograph






General Instructions
 Copyright Licence Agreement - Photograph

   This kit includes information and tools that will assist you in drafting a copyright licence agreement, licensing the use of a copyrighted photograph.

   While a copyright holder holds the exclusive rights to control and exploit the copyrighted material, he/she may transfer certain of those rights to a third party by way of a licence.  A copyright licence generally is given for a specific duration, during which the licensee pays the holder a royalty amount for the use of the copyrighted material.  Once the term of the licence is over, all rights in the copyrighted material revert back to the copyright holder.

   Included in this kit is a sample form for drafting a copyright licence agreement for a photograph or photographs, along with general instructions explaining the significance and operation of each provision in the agreement.  The kit should be used to draft your own agreement, but you are advised to have a competent copyright lawyer review the agreement before you sign it.







General Information
Copyright Licence Agreement - Photograph

The term “copyright” generally refers to the statutorily created rights, governed by the Indian Copyright Act 1957.


Creation of a Copyright

While one may register a copyright with the Copyright Office, copyrights actually attach automatically to a work of art, a text, or any other creative work.  Once the work is “fixed” in a particular medium, the copyright attaches to it.  It protects the creator, and affords him/her the rights of a copyright holder, whether the holder takes any action to register the copyright or not.

In order to be fixed, a work must simply be given some tangible or permanent form.  For instance, a song is fixed once it is recorded; a text is copyrighted once it is written.

While registering a work with the Copyright Office is not necessary in order to enjoy the rights of a copyright holder, it does provide serves as prima-facie evidence in the court of law and copyright registration is a fairly simple process.  To register a work with the Indian Copyright Office, please visit our website at www.findlegalforms.com, and click the copyright link.

Copyright Holder

Under the Copyright Act 1957 a copyright is held by the creator of the work.  For example, when an artist creates a sculpture, the copyright automatically attaches to the sculpture, with the artist being the holder of that copyright.

However, in the case of a photograph taken for valuable consideration at the instance of any person, such person shall, in the absence of any agreement to the contrary, be the first owner of the copyright therein (Section 17, Indian Copyright Act 1957). Hence, if the creator of the work is under the employment of another party, and creates the work in the course of that employment the employer would be the copyright holder, enjoying all the rights and protections afforded by the copyright laws.

Rights Enjoyed by Copyright Holder



Copyrights confer upon their holder a number of rights and protections.  These rights are “bundled” together under the copyright umbrella affording the copyright holder the ability to use, sell, or transfer the copyrighted material in virtually any manner he/she wishes.  This bundle of rights includes the right to sell the copyrighted material, the right to copy it, the right to adapt it to another medium, the right to perform it, and the right to publish it.  This list is not exhaustive, and there are a host of other rights included within the copyright bundle of rights.



The rights conferred upon a copyright holder by law are exclusive; that is, they belong solely to the copyright holder.  However, the copyright holder is entitled to licence or assign those rights to a third party.  The copyright holder can choose to licence all of the rights, or only certain specific rights.  In a licence agreement, the rights are generally licensed for a defined period of time, after which the rights revert back to the copyright holder.





Step-by-Step Instructions
Copyright Licence Agreement - Photograph

   Copyright Licence Agreements can be extremely complex.  The sample agreement included in this kit is a basic agreement, addressing the key elements to licensing a copyright, and receiving royalty payments in return for that licence.  If your situation requires treatment of more complex issues, you should consult a competent lawyer who can assist you in drafting a suitable agreement.

Grant of Licence

   The licence granted in this type of agreement spells out the kinds of rights that the licensee will be able to enjoy.  As noted above, copyright bestows upon the copyright holder a bundle of different rights.  When granting a licence to a licensee, it is important to state clearly which particular rights will be afforded to the licensee.  Can the license reproduce the photograph(s)?  Can the reproductions be sold?  Can the photograph(s) be incorporated into another medium?  If so, what medium, and how will it be incorporated?  It is important to be very clear as to what rights the licensee will enjoy, thus clearly establishing the scope and boundaries of the licence.

Term

   The term of the licence agreement, and of the licence granted therein, is generally for a fixed period of years, after which all rights under the copyright will revert back to the licensor.

Payments

   There are a number of different ways of calculating royalty payments.  In some cases, a royalty is a flat amount paid based on the number of units sold by the licensee.  In other cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products.

   The simplest method of calculating the royalty as a percentage of total sales is to select a percentage of gross sales revenues from all sales of the licensed products.  However, in many instances, a licensee will be given the right to deduct certain expenses from gross sales revenue before a royalty percentage is applied.  For example, will the royalty be a percentage of the total gross sales received by licensee?  Or will certain expenses be deducted from gross sales before the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc.  It is

important in this provision to define clearly the method by which royalty payments will be calculated.



Licensors Representations and Warranties

   The most basic representation that a licensor will generally be expected to make is that it has the ownership interest in the copyrighted material that it claims to have, and that it therefore has the right to grant the licence in the first place.  The terms of the sample agreement below state that the licensor will guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of the licensor to live up to those representations.









DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a lawyer can provide legal advice.  A lawyer should be consulted for all serious legal matters.  No Lawyer-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



Licence Agreement for Copyrighted Photograph

THIS AGREEMENT is made this        day of       , 20   , by and between                       (“Licensor”) and                             (“Licensee”, and collectively, the “Parties”).

WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in          (Brief description of photograph(s) to be licensed)          (the “Material”).

AND WHEREAS, Licensor wishes to permit Licensee to use the Material in the preparation of          (Brief description of product Licensee for which will use Material)                                          (the “Work”), under the terms set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1.   Grant of Licence.  Licensor hereby grants to Licensee a non-transferable license to use the Material in the preparation of the work in the following respects (the “Licence”):
   
[ ] Reproduce the Material
[ ] Sell the Material
[ ] Incorporate the Material into another product, created by Licensee
[ ] Use the Material in advertising materials
[ ] Other/Details                                                                                                                                       .

The Licence shall be [ ] exclusive [ ] nonexclusive.

Licensor shall remain the sole owner of the copyright in the Material.  Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in the Material.  Licensee may not make any other use of the Material other than those authorised above without prior written approval from Licensor.

2.  Term.  

a.   The term of this Agreement shall begin on the date written above and shall continue in full force and effect for a period of               years (the “Term”), unless terminated earlier pursuant to this the terms of this Section 2.

b.   Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate this Agreement:
i.   Licensee does not sell any units of the Work within 12 months from the date of this Agreement.
ii.   Licensee ceases to sell the Work for any period of 12 consecutive months.
iii.   Licensee materially breaches a material provision, term, or condition under this Agreement.

c.   In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensees successor in interest within 30 days of the date of termination stating Licensors intent to terminate and the intended date of termination.

d.   In the event that this Agreement is terminated pursuant to this Section 2, Licensee shall cease using the Material in the course of Licensees business as soon as is commercially feasible.  Licensee may sell any units of the Work that are on hand after termination of this Agreement, but shall not produce any further units.  

e.   At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the copyright in the Material shall revert to Licensor, and shall be the sole property of Licensor.

3.  Payments.  

a.   Licensee shall pay to Licensor a royalty of:
        [ ]            per unit of the Work sold.
[ ]         % of the gross sales from each unit of the Work sold.
[ ]   Additional details:                                                                                                                                    .
(Include any considerations, deductions, or other formulae that will be used to determine the definition of “gross sales” for the purposes of this section.)
 
b.   Licensee shall pay to Licensor an advance against the royalties discussed in Subsection (a) above, in the amount of Rupees (Rs.)      .  This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement.

c.   Licensee shall submit to Licensor written quarterly reports (the “Quarterly Reports”) at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the number of units of the Work sold for the then-ending quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the “Quarterly Royalty Payment”).  Quarterly Reports must be received by Licensor no more than 7 days after the end of each quarter.  Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter.  Failure to submit Quarterly Reports or to make Quarterly Royalty Payments within the time allotted above shall be considered to be a material breach of this Agreement.
d.   Licensor shall be given access by Licensee to Licensees records, wherever commercially reasonable, in order to audit Licensees stated sales records, and to confirm that all royalty payments are properly stated and accounted for.  If it is determined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount.  Failure to pay deficient royalty amounts within the time allotted above shall be considered to be a material breach of this Agreement.

e.   In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 2 above, Licensee shall remain obligated to pay to Licensor any royalties due to Licensor for each unit of the Work sold, whether those units were sold before or after the termination of this Agreement.

4.  Licensors Representations and Warranties.  

a.   Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Material under the Copyright Act, 1957.
b.   Licensor represents and warrants that it has the legal authority to grant Licensee the Licence, and that no other person or entity is required to give its consent for the Licence to be valid.
c.   (if Licence is exclusive) Licensor represents and warrants that Licensor has not licensed the Material to any person or entity other than Licensee, nor will it licence the Material to any person or entity other than Licensee for the duration of this Agreement.

5.   Indemnification.  Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any breach of Licensors warranties set forth in Section 4 above.

6.   Assignment.   Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor.  Licensee may, however, assign this Agreement without Licensors prior written approval if such transfer is to a purchaser of all or substantially all of Licensees assets, or to a purchaser or other transferee of a controlling equity interest in Licensee.  Licensor shall have the right to transfer its interest in this Agreement and in the Material without the consent of Licensee.  Licensor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the “Licensors Notice of Assignment”).  The Licensors Notice of Assignment must be sent to Licensee within 30 days of such assignment.

7.   Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of India, without regard to conflicts of law principles.

8.   Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

9.   Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

10.   Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

   If to Licensor:      
      
      
      

   If to Licensee:         
         
      
      

11.   Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

12.   Entire Agreement.   This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.


LICENSOR

                                                
Signature
                                                
Print Name
LICENSEE

                                                   
Signature
                                               
Print Name


Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33738
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.












Copyright Licence Agreement - Photograph
(India)










This Packet Includes:
   1. General Instructions
   2. General Information
   3. Step-by-Step Instructions
   4. Copyright Licence Agreement - Photograph






General Instructions
 Copyright Licence Agreement - Photograph

   This kit includes information and tools that will assist you in drafting a copyright licence agreement, licensing the use of a copyrighted photograph.

   While a copyright holder holds the exclusive rights to control and exploit the copyrighted material, he/she may transfer certain of those rights to a third party by way of a licence.  A copyright licence generally is given for a specific duration, during which the licensee pays the holder a royalty amount for the use of the copyrighted material.  Once the term of the licence is over, all rights in the copyrighted material revert back to the copyright holder.

   Included in this kit is a sample form for drafting a copyright licence agreement for a photograph or photographs, along with general instructions explaining the significance and operation of each provision in the agreement.  The kit should be used to draft your own agreement, but you are advised to have a competent copyright lawyer review the agreement before you sign it.







General Information
Copyright Licence Agreement - Photograph

The term “copyright” generally refers to the statutorily created rights, governed by the Indian Copyright Act 1957.


Creation of a Copyright

While one may register a copyright with the Copyright Office, copyrights actually attach automatically to a work of art, a text, or any other creative work.  Once the work is “fixed” in a particular medium, the copyright attaches to it.  It protects the creator, and affords him/her the rights of a copyright holder, whether the holder takes any action to register the copyright or not.

In order to be fixed, a work must simply be given some tangible or permanent form.  For instance, a song is fixed once it is recorded; a text is copyrighted once it is written.

While registering a work with the Copyright Office is not necessary in order to enjoy the rights of a copyright holder, it does provide serves as prima-facie evidence in the court of law and copyright registration is a fairly simple process.  To register a work with the Indian Copyright Office, please visit our website at www.findlegalforms.com, and click the copyright link.

Copyright Holder

Under the Copyright Act 1957 a copyright is held by the creator of the work.  For example, when an artist creates a sculpture, the copyright automatically attaches to the sculpture, with the artist being the holder of that copyright.

However, in the case of a photograph taken for valuable consideration at the instance of any person, such person shall, in the absence of any agreement to the contrary, be the first owner of the copyright therein (Section 17, Indian Copyright Act 1957). Hence, if the creator of the work is under the employment of another party, and creates the work in the course of that employment the employer would be the copyright holder, enjoying all the rights and protections afforded by the copyright laws.

Rights Enjoyed by Copyright Holder



Copyrights confer upon their holder a number of rights and protections.  These rights are “bundled” together under the copyright umbrella affording the copyright holder the ability to use, sell, or transfer the copyrighted material in virtually any manner he/she wishes.  This bundle of rights includes the right to sell the copyrighted material, the right to copy it, the right to adapt it to another medium, the right to perform it, and the right to publish it.  This list is not exhaustive, and there are a host of other rights included within the copyright bundle of rights.



The rights conferred upon a copyright holder by law are exclusive; that is, they belong solely to the copyright holder.  However, the copyright holder is entitled to licence or assign those rights to a third party.  The copyright holder can choose to licence all of the rights, or only certain specific rights.  In a licence agreement, the rights are generally licensed for a defined period of time, after which the rights revert back to the copyright holder.





Step-by-Step Instructions
Copyright Licence Agreement - Photograph

   Copyright Licence Agreements can be extremely complex.  The sample agreement included in this kit is a basic agreement, addressing the key elements to licensing a copyright, and receiving royalty payments in return for that licence.  If your situation requires treatment of more complex issues, you should consult a competent lawyer who can assist you in drafting a suitable agreement.

Grant of Licence

   The licence granted in this type of agreement spells out the kinds of rights that the licensee will be able to enjoy.  As noted above, copyright bestows upon the copyright holder a bundle of different rights.  When granting a licence to a licensee, it is important to state clearly which particular rights will be afforded to the licensee.  Can the license reproduce the photograph(s)?  Can the reproductions be sold?  Can the photograph(s) be incorporated into another medium?  If so, what medium, and how will it be incorporated?  It is important to be very clear as to what rights the licensee will enjoy, thus clearly establishing the scope and boundaries of the licence.

Term

   The term of the licence agreement, and of the licence granted therein, is generally for a fixed period of years, after which all rights under the copyright will revert back to the licensor.

Payments

   There are a number of different ways of calculating royalty payments.  In some cases, a royalty is a flat amount paid based on the number of units sold by the licensee.  In other cases, a royalty is computed as a percentage of the sales revenue received by the licensee in the sale of licensed products.

   The simplest method of calculating the royalty as a percentage of total sales is to select a percentage of gross sales revenues from all sales of the licensed products.  However, in many instances, a licensee will be given the right to deduct certain expenses from gross sales revenue before a royalty percentage is applied.  For example, will the royalty be a percentage of the total gross sales received by licensee?  Or will certain expenses be deducted from gross sales before the percentage is taken, i.e., the amount of products returned by customers, expenses incurred in advertising the product, etc.  It is

important in this provision to define clearly the method by which royalty payments will be calculated.



Licensors Representations and Warranties

   The most basic representation that a licensor will generally be expected to make is that it has the ownership interest in the copyrighted material that it claims to have, and that it therefore has the right to grant the licence in the first place.  The terms of the sample agreement below state that the licensor will guarantee theses basic representations by indemnifying the licensee against any damages that the licensee might suffer due to the failure of the licensor to live up to those representations.









DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice.  The use of these materials is not a substitute for legal advice. Only a lawyer can provide legal advice.  A lawyer should be consulted for all serious legal matters.  No Lawyer-Client relationship is created by use of these materials.  

THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 



Licence Agreement for Copyrighted Photograph

THIS AGREEMENT is made this        day of       , 20   , by and between                       (“Licensor”) and                             (“Licensee”, and collectively, the “Parties”).

WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in          (Brief description of photograph(s) to be licensed)          (the “Material”).

AND WHEREAS, Licensor wishes to permit Licensee to use the Material in the preparation of          (Brief description of product Licensee for which will use Material)                                          (the “Work”), under the terms set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1.   Grant of Licence.  Licensor hereby grants to Licensee a non-transferable license to use the Material in the preparation of the work in the following respects (the “Licence”):
   
[ ] Reproduce the Material
[ ] Sell the Material
[ ] Incorporate the Material into another product, created by Licensee
[ ] Use the Material in advertising materials
[ ] Other/Details                                                                                                                                       .

The Licence shall be [ ] exclusive [ ] nonexclusive.

Licensor shall remain the sole owner of the copyright in the Material.  Licensee shall enjoy only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the copyright in the Material.  Licensee may not make any other use of the Material other than those authorised above without prior written approval from Licensor.

2.  Term.  

a.   The term of this Agreement shall begin on the date written above and shall continue in full force and effect for a period of               years (the “Term”), unless terminated earlier pursuant to this the terms of this Section 2.

b.   Should any one or more of the following enumerated events occur, Licensor shall have the right to terminate this Agreement:
i.   Licensee does not sell any units of the Work within 12 months from the date of this Agreement.
ii.   Licensee ceases to sell the Work for any period of 12 consecutive months.
iii.   Licensee materially breaches a material provision, term, or condition under this Agreement.

c.   In order to terminate this Agreement pursuant to Subsection (b) above, Licensor must provide written notice to Licensee or to Licensees successor in interest within 30 days of the date of termination stating Licensors intent to terminate and the intended date of termination.

d.   In the event that this Agreement is terminated pursuant to this Section 2, Licensee shall cease using the Material in the course of Licensees business as soon as is commercially feasible.  Licensee may sell any units of the Work that are on hand after termination of this Agreement, but shall not produce any further units.  

e.   At the end of the Term, or upon any termination of this Agreement, all rights, interest and ownership of the copyright in the Material shall revert to Licensor, and shall be the sole property of Licensor.

3.  Payments.  

a.   Licensee shall pay to Licensor a royalty of:
        [ ]            per unit of the Work sold.
[ ]         % of the gross sales from each unit of the Work sold.
[ ]   Additional details:                                                                                                                                    .
(Include any considerations, deductions, or other formulae that will be used to determine the definition of “gross sales” for the purposes of this section.)
 
b.   Licensee shall pay to Licensor an advance against the royalties discussed in Subsection (a) above, in the amount of Rupees (Rs.)      .  This advance shall be paid in full to Licensor within 7 days of the execution of this Agreement.

c.   Licensee shall submit to Licensor written quarterly reports (the “Quarterly Reports”) at the end of each quarter of the calendar year (March 31; June 30; September 30; December 31) stating the number of units of the Work sold for the then-ending quarter, and the corresponding amount owed to Licensor as royalty payments for that quarter (the “Quarterly Royalty Payment”).  Quarterly Reports must be received by Licensor no more than 7 days after the end of each quarter.  Payment of each Quarterly Royalty Payment must be paid to Licensor in full within 30 days of the end of each quarter.  Failure to submit Quarterly Reports or to make Quarterly Royalty Payments within the time allotted above shall be considered to be a material breach of this Agreement.
d.   Licensor shall be given access by Licensee to Licensees records, wherever commercially reasonable, in order to audit Licensees stated sales records, and to confirm that all royalty payments are properly stated and accounted for.  If it is determined that any Quarterly Royalty Payment has been deficient, Licensee shall have 7 days to pay Licensor the deficient amount.  Failure to pay deficient royalty amounts within the time allotted above shall be considered to be a material breach of this Agreement.

e.   In the event that this Agreement expires or is terminated pursuant to the terms and conditions under Section 2 above, Licensee shall remain obligated to pay to Licensor any royalties due to Licensor for each unit of the Work sold, whether those units were sold before or after the termination of this Agreement.

4.  Licensors Representations and Warranties.  

a.   Licensor represents and warrants that it is the sole and exclusive owner of the copyright in the Material, and owns all right, title and interest in the Material under the Copyright Act, 1957.
b.   Licensor represents and warrants that it has the legal authority to grant Licensee the Licence, and that no other person or entity is required to give its consent for the Licence to be valid.
c.   (if Licence is exclusive) Licensor represents and warrants that Licensor has not licensed the Material to any person or entity other than Licensee, nor will it licence the Material to any person or entity other than Licensee for the duration of this Agreement.

5.   Indemnification.  Licensor agrees to indemnify and hold harmless Licensee for any claims, suits, damages, actions, or other costs arising out any breach of Licensors warranties set forth in Section 4 above.

6.   Assignment.   Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor.  Licensee may, however, assign this Agreement without Licensors prior written approval if such transfer is to a purchaser of all or substantially all of Licensees assets, or to a purchaser or other transferee of a controlling equity interest in Licensee.  Licensor shall have the right to transfer its interest in this Agreement and in the Material without the consent of Licensee.  Licensor must notify Licensee in writing in the event of that Licensor assigns all or a material part of this Agreement (the “Licensors Notice of Assignment”).  The Licensors Notice of Assignment must be sent to Licensee within 30 days of such assignment.

7.   Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of India, without regard to conflicts of law principles.

8.   Counterparts.   This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

9.   Severability.   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

10.   Notice.   Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

   If to Licensor:      
      
      
      

   If to Licensee:         
         
      
      

11.   Headings.   The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

12.   Entire Agreement.   This Agreement constitutes the entire agreement between Licensor and Licensee, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.


LICENSOR

                                                
Signature
                                                
Print Name
LICENSEE

                                                   
Signature
                                               
Print Name


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