EXCLUSIVE COPYRIGHT LICENSE AGREEMENT

Effective Date: _____ day of _________________, 20_____

PARTIES

LICENSOR (Copyright Owner):

LICENSEE:

RECITALS

WHEREAS, Licensor is the owner of the copyrighted work(s) described in Exhibit A (the "Work");

WHEREAS, pursuant to 17 U.S.C. § 106, the owner of copyright has certain exclusive rights, including the rights to reproduce, distribute, perform, display, and prepare derivative works;

WHEREAS, pursuant to 17 U.S.C. § 201(d)(2), any of the exclusive rights comprised in a copyright may be transferred and owned separately;

WHEREAS, pursuant to 17 U.S.C. § 204(a), a transfer of copyright ownership, including an exclusive license, must be in writing and signed by the owner of the rights conveyed;

WHEREAS, an exclusive license constitutes a "transfer of copyright ownership" under 17 U.S.C. § 101; and

WHEREAS, Licensor desires to grant, and Licensee desires to obtain, an exclusive license to certain rights in the Work on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 For purposes of this Agreement:

(a) "Authorized Sublicensee" means any third party to whom Licensee grants a sublicense pursuant to Section 2.4.

(b) "Derivative Work" has the meaning set forth in 17 U.S.C. § 101, and includes any work based upon the Work, such as translations, adaptations, abridgments, condensations, or any other form in which the Work may be recast, transformed, or adapted.

(c) "Effective Date" means the date first written above.

(d) "Exclusive Rights" means the specific rights in the Work granted to Licensee under Section 2.1.

(e) "Field of Use" means the scope of permitted use as set forth in Exhibit B.

(f) "Licensed Materials" means the Work and any authorized Derivative Works created by Licensee.

(g) "Net Revenue" means gross revenue actually received by Licensee from exploitation of the Licensed Materials, less: (i) actual returns and credits; (ii) sales taxes and similar taxes; (iii) shipping and handling costs; and (iv) third-party distribution commissions actually paid (not to exceed ___%).

(h) "Term" means the period specified in Section 5.1.

(i) "Territory" means the geographic scope as set forth in Exhibit B.

(j) "Work" means the copyrighted work(s) described in Exhibit A.

ARTICLE II: GRANT OF EXCLUSIVE LICENSE

Section 2.1 Exclusive Rights Granted

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts, an EXCLUSIVE license under the Copyright in the Work to exercise the following rights within the Territory and Field of Use during the Term:

☐ (a) Reproduction Rights (17 U.S.C. § 106(1)) - The exclusive right to reproduce the Work in copies or phonorecords.

☐ (b) Derivative Works Rights (17 U.S.C. § 106(2)) - The exclusive right to prepare Derivative Works based upon the Work.

☐ (c) Distribution Rights (17 U.S.C. § 106(3)) - The exclusive right to distribute copies or phonorecords of the Work to the public by sale, rental, lease, or lending.

☐ (d) Public Performance Rights (17 U.S.C. § 106(4)) - The exclusive right to perform the Work publicly.

☐ (e) Public Display Rights (17 U.S.C. § 106(5)) - The exclusive right to display the Work publicly.

☐ (f) Digital Transmission Rights (17 U.S.C. § 106(6)) - For sound recordings, the exclusive right to perform the Work publicly by means of digital audio transmission.

Section 2.2 Nature of Exclusive License

This exclusive license constitutes a "transfer of copyright ownership" as defined in 17 U.S.C. § 101. As the holder of an exclusive license, Licensee has standing to sue for infringement of the Exclusive Rights under 17 U.S.C. § 501(b).

Section 2.3 Reservation of Rights

(a) Licensor reserves all rights in the Work not expressly granted to Licensee, including:
- Copyright ownership (as distinguished from the licensed Exclusive Rights);
- Rights in the Work outside the Territory;
- Rights in the Work outside the Field of Use;
- Rights not checked in Section 2.1 above.

(b) Licensor's Retained Uses (if applicable):
☐ Licensor retains the right to use the Work for the following purposes:
_____________________________________________

Section 2.4 Sublicensing

☐ Sublicensing Permitted: Licensee may grant sublicenses to third parties, subject to:
- All sublicenses must be in writing;
- Sublicenses must be consistent with this Agreement;
- Sublicenses must not extend beyond the Term;
- Licensee remains fully liable for Authorized Sublicensees' acts;
- Licensor must receive copies of all sublicense agreements within 30 days of execution.

☐ Sublicensing Prohibited: Licensee may not sublicense any rights without Licensor's prior written consent.

☐ Limited Sublicensing: Licensee may grant sublicenses only for:
_____________________________________________

ARTICLE III: CONSIDERATION AND PAYMENT

Section 3.1 License Fee Structure

Select applicable payment structure:

☐ Option A - Upfront License Fee Only:
License Fee: $_________________________
Due: ☐ Upon execution ☐ Within _____ days of execution

☐ Option B - Royalty Only:
Royalty Rate: _____% of Net Revenue
Payment Frequency: ☐ Monthly ☐ Quarterly ☐ Annually
Minimum Annual Guarantee: $_________________________ (if applicable)

☐ Option C - Advance Against Royalties:
Non-Refundable Advance: $_________________________
Royalty Rate: _____% of Net Revenue (after recoupment of advance)

☐ Option D - Hybrid:
Upfront Fee: $_________________________
Plus Royalty: _____% of Net Revenue

Section 3.2 Payment Terms

(a) All payments shall be made in United States Dollars.

(b) Royalty payments shall be due within thirty (30) days after the end of each reporting period.

(c) Each royalty payment shall be accompanied by a detailed written statement showing:
- Gross revenue for the period;
- Permitted deductions;
- Net Revenue calculation;
- Royalty amount due.

(d) Interest shall accrue on late payments at the rate of ___% per month or the maximum rate permitted by law, whichever is less.

Section 3.3 Taxes

Licensee shall be responsible for all taxes, duties, and withholdings imposed on payments under this Agreement, except for taxes based on Licensor's net income. If Licensee is required to withhold taxes, Licensee shall gross up the payment so that Licensor receives the full amount due.

Section 3.4 Records and Audit

(a) Licensee shall maintain complete and accurate books and records regarding all revenue from exploitation of the Licensed Materials for at least three (3) years following the year to which they relate.

(b) Licensor may, upon at least fifteen (15) days' prior written notice, engage an independent certified public accountant to audit Licensee's relevant books and records no more than once per calendar year.

(c) If an audit reveals an underpayment of more than five percent (5%) for any period, Licensee shall bear the cost of the audit and pay the underpayment with interest within ten (10) days.

ARTICLE IV: REPRESENTATIONS AND WARRANTIES

Section 4.1 Licensor's Representations and Warranties

Licensor represents and warrants that:

(a) Licensor is the sole owner of the copyright in the Work, or has the right to grant the licenses granted herein;

(b) The Work is original and, to Licensor's knowledge, does not infringe any third-party copyright, trademark, patent, or other intellectual property right;

(c) Licensor has not granted any rights in the Work that conflict with the Exclusive Rights granted herein;

(d) There are no pending claims, litigation, or disputes regarding the Work;

(e) Licensor has the full power and authority to enter into this Agreement and grant the Exclusive Rights;

(f) The Work is not in the public domain;

(g) If the Work was created with any third-party contributions, Licensor has obtained all necessary rights and permissions; and

(h) The Work complies with all applicable laws and does not contain defamatory, obscene, or unlawful material.

Section 4.2 Licensee's Representations and Warranties

Licensee represents and warrants that:

(a) Licensee has the full power and authority to enter into this Agreement;

(b) Licensee will exploit the Licensed Materials in compliance with all applicable laws;

(c) Licensee will not use the Work in any manner that would infringe third-party rights or violate applicable laws; and

(d) Licensee will maintain appropriate quality standards in exploitation of the Licensed Materials.

Section 4.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE IV, LICENSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARTICLE V: TERM AND TERMINATION

Section 5.1 Term

☐ Fixed Term: This Agreement shall commence on the Effective Date and continue for _____ years, unless earlier terminated.

☐ Perpetual: This Agreement shall continue for the full term of copyright protection under 17 U.S.C. §§ 302-305.

☐ Renewable Term: Initial term of _____ years, automatically renewing for successive ___-year periods unless either party provides _____ days' written notice of non-renewal.

Section 5.2 Termination for Cause

Either party may terminate this Agreement upon written notice if:

(a) The other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice; or

(b) The other party becomes insolvent, files for bankruptcy, or has a bankruptcy petition filed against it that is not dismissed within sixty (60) days.

Section 5.3 Termination for Failure to Exploit

☐ Applicable: If Licensee fails to commercially exploit the Work within _____ months of the Effective Date, or if Licensee's Net Revenue falls below $_________ for any consecutive twelve-month period, Licensor may terminate upon sixty (60) days' written notice.

☐ Not Applicable

Section 5.4 Effect of Termination

Upon termination or expiration:

(a) All Exclusive Rights granted hereunder shall immediately revert to Licensor;

(b) Licensee shall cease all use of the Work and Licensed Materials;

(c) Licensee shall return or destroy all copies of the Work in its possession, and certify such destruction in writing;

(d) All sublicenses shall automatically terminate unless Licensor elects in writing to assume direct license relationships with Authorized Sublicensees;

(e) Licensee shall provide a final accounting and pay all amounts due within thirty (30) days;

(f) Licensee may sell off existing inventory for a period of _____ days following termination, subject to continued royalty obligations; and

(g) Sections 1, 3.4, 4.3, 5.4, 6, 7, 8, and 9 shall survive termination.

Section 5.5 Statutory Termination Rights (17 U.S.C. § 203)

THE PARTIES ACKNOWLEDGE THAT UNDER 17 U.S.C. § 203, THE AUTHOR (OR CERTAIN HEIRS) MAY TERMINATE THIS EXCLUSIVE LICENSE DURING A FIVE-YEAR PERIOD BEGINNING THIRTY-FIVE (35) YEARS FROM THE EFFECTIVE DATE. THIS STATUTORY RIGHT CANNOT BE WAIVED.

ARTICLE VI: INFRINGEMENT AND ENFORCEMENT

Section 6.1 Standing to Sue

As the holder of an exclusive license, Licensee has standing to sue for infringement of the Exclusive Rights under 17 U.S.C. § 501(b).

Section 6.2 Notification

Each party shall promptly notify the other in writing upon becoming aware of any actual or suspected infringement of the Work.

Section 6.3 Enforcement Rights

(a) Primary Enforcement Right: Licensee shall have the first right, but not the obligation, to enforce the Exclusive Rights against infringers at its own expense.

(b) Licensor's Right: If Licensee does not commence enforcement action within sixty (60) days of becoming aware of infringement, Licensor may enforce the Copyright at its own expense.

(c) Joinder: Upon request, each party shall join as a party to any infringement action if required for jurisdictional purposes or to comply with 17 U.S.C. § 501(b).

(d) Cooperation: Each party shall cooperate with the other in any enforcement action, including providing documents and testimony.

Section 6.4 Recovery Allocation

Any damages, settlements, or other recoveries from enforcement actions shall be allocated as follows:

(a) First, to reimburse the party that incurred enforcement costs;

(b) Remainder split: _____% to Licensee / _____% to Licensor.

ARTICLE VII: INDEMNIFICATION

Section 7.1 Licensor's Indemnification

Licensor shall indemnify, defend, and hold harmless Licensee and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

(a) Breach of any representation, warranty, or covenant by Licensor;

(b) Any claim that the Work infringes third-party intellectual property rights; or

(c) Licensor's gross negligence or willful misconduct.

Section 7.2 Licensee's Indemnification

Licensee shall indemnify, defend, and hold harmless Licensor and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

(a) Breach of any representation, warranty, or covenant by Licensee;

(b) Licensee's use of the Work outside the scope of this license;

(c) Derivative Works created by Licensee; or

(d) Licensee's gross negligence or willful misconduct.

Section 7.3 Indemnification Procedures

The indemnified party shall: (a) promptly notify the indemnifying party of any claim; (b) allow the indemnifying party to control the defense and settlement; and (c) cooperate in the defense at the indemnifying party's expense.

ARTICLE VIII: LIMITATION OF LIABILITY

Section 8.1 Exclusion of Consequential Damages

EXCEPT FOR BREACHES OF CONFIDENTIALITY, INDEMNIFICATION OBLIGATIONS, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THEIR POSSIBILITY.

Section 8.2 Liability Cap

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND WILLFUL MISCONDUCT, EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID OR PAYABLE BY LICENSEE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) $_________________________.

ARTICLE IX: GENERAL PROVISIONS

Section 9.1 Governing Law

This Agreement shall be governed by federal copyright law and the laws of the State of _________________________, without regard to conflicts of law principles.

Section 9.2 Dispute Resolution

☐ Litigation: Disputes shall be resolved in the federal or state courts located in _________________________, and each party consents to exclusive jurisdiction and venue therein.

☐ Arbitration: Disputes shall be resolved by binding arbitration administered by [AAA/JAMS] in _________________________ in accordance with its Commercial Arbitration Rules.

Section 9.3 Injunctive Relief

Each party acknowledges that breach of this Agreement may cause irreparable harm. Accordingly, either party may seek injunctive relief in any court of competent jurisdiction without posting bond.

Section 9.4 Entire Agreement

This Agreement, including all Exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, and understandings.

Section 9.5 Amendments

This Agreement may not be amended except by a written instrument signed by both parties.

Section 9.6 Waiver

No waiver of any provision shall be effective unless in writing. A waiver shall not constitute a waiver of any other provision or subsequent breach.

Section 9.7 Severability

If any provision is held invalid, the remaining provisions shall continue in full force and effect.

Section 9.8 Assignment

Licensee may not assign this Agreement without Licensor's prior written consent, except in connection with a merger, acquisition, or sale of substantially all assets. Licensor may freely assign this Agreement.

Section 9.9 Notices

All notices shall be in writing and delivered by hand, certified mail, overnight courier, or email to the addresses set forth above.

Section 9.10 Counterparts

This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

Section 9.11 Recordation

Either party may record this Agreement or a short-form version with the U.S. Copyright Office pursuant to 17 U.S.C. § 205.

EXECUTION

IN WITNESS WHEREOF, the parties have executed this Exclusive Copyright License Agreement as of the Effective Date.

LICENSOR:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title (if entity): _____________________________________________

Date: _____________________________________________

LICENSEE:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title (if entity): _____________________________________________

Date: _____________________________________________

EXHIBIT A: DESCRIPTION OF WORK

EXHIBIT B: TERRITORY AND FIELD OF USE

Territory:
☐ Worldwide
☐ United States and its territories
☐ North America
☐ Specific countries: _________________________
☐ Other: _________________________

Field of Use:
☐ All commercial uses
☐ Limited to: _________________________

Permitted Media/Formats:
☐ All media now known or hereafter devised
☐ Print only
☐ Digital only
☐ Specific formats: _________________________

Excluded Uses (if any):
_____________________________________________

Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. Exclusive copyright licenses involve complex legal considerations. Consult with a qualified intellectual property attorney before execution.