NON-EXCLUSIVE COPYRIGHT LICENSE AGREEMENT

Effective Date: _____ day of _________________, 20_____

PARTIES

LICENSOR (Copyright Owner):

LICENSEE:

RECITALS

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

WHEREAS, Licensor desires to grant, and Licensee desires to obtain, a non-exclusive license to certain rights in the Work;

WHEREAS, pursuant to 17 U.S.C. § 106, the copyright owner has exclusive rights including reproduction, distribution, public performance, public display, and preparation of derivative works;

WHEREAS, a non-exclusive license does not constitute a "transfer of copyright ownership" under 17 U.S.C. § 101 and therefore may be granted orally or in writing; and

WHEREAS, the parties desire to memorialize the terms of this non-exclusive license in writing for clarity and enforceability.

NOW, THEREFORE, in consideration of the mutual promises and covenants 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) "Derivative Work" has the meaning set forth in 17 U.S.C. § 101.

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

(c) "Field of Use" means the permitted scope of use as described in Exhibit B.

(d) "Licensed Materials" means the Work and any Derivative Works Licensee is authorized to create.

(e) "Net Revenue" means gross revenue actually received by Licensee from exploitation of the Licensed Materials, less: (i) returns and credits; (ii) applicable sales taxes; and (iii) reasonable shipping costs.

(f) "Non-Exclusive License" means a license that permits Licensor to grant similar or identical rights to third parties.

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

(h) "Territory" means the geographic area specified in Exhibit B.

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

ARTICLE II: GRANT OF NON-EXCLUSIVE LICENSE

Section 2.1 Non-Exclusive Rights Granted

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a NON-EXCLUSIVE license 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 right to reproduce the Work in copies or phonorecords.

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

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

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

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

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

Section 2.2 Non-Exclusive Nature

(a) This license is non-exclusive. Licensor retains the right to:
- Use the Work for any purpose;
- Grant similar or identical licenses to any third parties;
- Assign or transfer the copyright to third parties (subject to this license).

(b) Licensee acknowledges that other licensees may be authorized to use the Work in the same or similar manner.

(c) A non-exclusive license does not confer standing to sue for copyright infringement under 17 U.S.C. § 501(b).

Section 2.3 Reservation of Rights

Licensor expressly reserves:
(a) All rights not expressly granted herein;
(b) All rights outside the Territory;
(c) All rights outside the Field of Use;
(d) The right to modify, update, or discontinue the Work;
(e) All trademark rights associated with the Work.

Section 2.4 Sublicensing

☐ Sublicensing Permitted: Licensee may sublicense with prior written consent from Licensor.

☐ Sublicensing Prohibited: Licensee may not sublicense any rights under this Agreement.

☐ Limited Sublicensing: Licensee may sublicense only to:
_____________________________________________

ARTICLE III: CONSIDERATION AND PAYMENT

Section 3.1 License Fee

Select the applicable fee structure:

☐ Option A - One-Time Fee:
Amount: $_________________________
Due: ☐ Upon execution ☐ Within _____ days of execution

☐ Option B - Royalty:
Rate: _____% of Net Revenue
Payment: ☐ Monthly ☐ Quarterly ☐ Annually
Minimum: $_________________________ per period (if applicable)

☐ Option C - Per-Use Fee:
Rate: $_________________________ per use/copy/download
Reporting: ☐ Monthly ☐ Quarterly

☐ Option D - Subscription:
Amount: $_________________________ per ☐ month ☐ quarter ☐ year
Renewal: ☐ Automatic ☐ Manual

☐ Option E - Free/No Monetary Consideration:
This license is granted without monetary consideration.
Non-monetary consideration: _________________________

Section 3.2 Payment Terms

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

(b) Payments are due within thirty (30) days of the applicable due date.

(c) Royalty payments shall include a statement showing calculation of amounts due.

(d) Late payments shall bear interest at _____% per month (or the maximum rate permitted by law).

Section 3.3 Records and Audit

(a) Licensee shall maintain accurate records of all uses of the Work for at least two (2) years.

(b) Licensor may audit such records upon reasonable notice, no more than once per year.

(c) If audit reveals underpayment exceeding 5%, Licensee pays audit costs plus underpayment with interest.

ARTICLE IV: LICENSEE'S OBLIGATIONS

Section 4.1 Attribution

☐ Required: Licensee shall provide the following attribution in connection with all uses of the Work:

"© [Year] [Licensor Name]. Used with permission."

Or as specified: _____________________________________________

☐ Not Required: No attribution is required.

Section 4.2 Quality Standards

Licensee shall maintain reasonable quality standards in using the Work and shall not use the Work in any manner that could damage Licensor's reputation.

Section 4.3 Restrictions

Licensee shall NOT:

(a) Use the Work outside the Territory or Field of Use;

(b) Remove, alter, or obscure any copyright notices on the Work;

(c) Use the Work in connection with illegal, defamatory, or obscene content;

(d) Claim ownership of the copyright in the Work;

(e) Register the Work (or any Derivative Work) with the Copyright Office in Licensee's name;

(f) Use the Work in a manner that suggests Licensor's endorsement without permission;

(g) Transfer or assign this license without Licensor's written consent;

(h) Use the Work after termination of this Agreement; or

(i) _____________________________________________

Section 4.4 Copyright Notices

Licensee shall include the following copyright notice on all copies of the Work:

© [Year] [Licensor Name]. All Rights Reserved.

Section 4.5 Reporting

☐ Licensee shall provide ☐ monthly ☐ quarterly ☐ annual reports detailing:
- Number of copies made/distributed;
- Revenue generated;
- Territories where Work was exploited;
- Any sublicenses granted.

ARTICLE V: TERM AND TERMINATION

Section 5.1 Term

☐ Fixed Term: _____ years from the Effective Date.

☐ Perpetual: For the full term of copyright protection.

☐ Project-Based: Until completion of: _________________________

☐ At-Will: Either party may terminate upon _____ days' written notice.

Section 5.2 Termination for Breach

Either party may terminate this Agreement upon written notice if the other party materially breaches any provision and fails to cure within thirty (30) days after receiving written notice of breach.

Section 5.3 Termination for Convenience

☐ Licensor May Terminate: Upon _____ days' written notice.

☐ Either Party May Terminate: Upon _____ days' written notice.

Section 5.4 Effect of Termination

Upon termination or expiration:

(a) All rights granted hereunder immediately cease;

(b) Licensee shall immediately stop all use of the Work;

(c) Licensee shall destroy or return all copies of the Work within thirty (30) days;

(d) Licensee shall provide a final accounting and pay all amounts due;

(e) Sell-Off Period: ☐ Licensee may sell existing inventory for _____ days ☐ No sell-off permitted;

(f) Provisions regarding indemnification, limitation of liability, and dispute resolution survive termination.

ARTICLE VI: REPRESENTATIONS AND WARRANTIES

Section 6.1 Licensor's Representations

Licensor represents and warrants that:

(a) Licensor owns the copyright in the Work or has authority to grant this license;

(b) To Licensor's knowledge, the Work does not infringe third-party copyrights;

(c) Licensor has the authority to enter into this Agreement; and

(d) This license does not conflict with any existing agreements.

Section 6.2 Licensee's Representations

Licensee represents and warrants that:

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

(b) Licensee will use the Work only as authorized herein; and

(c) Licensee will comply with all applicable laws in using the Work.

Section 6.3 Disclaimer

EXCEPT AS EXPRESSLY STATED, THE WORK IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ARTICLE VII: INDEMNIFICATION

Section 7.1 Licensor's Indemnification

Licensor shall indemnify Licensee against third-party claims that the Work, as provided by Licensor, infringes such third party's copyright, provided Licensee: (a) promptly notifies Licensor; (b) allows Licensor to control the defense; and (c) cooperates with Licensor.

Section 7.2 Licensee's Indemnification

Licensee shall indemnify Licensor against claims arising from: (a) Licensee's use of the Work outside the scope of this license; (b) Derivative Works created by Licensee; (c) Licensee's breach of this Agreement; or (d) Licensee's negligence or misconduct.

ARTICLE VIII: LIMITATION OF LIABILITY

Section 8.1 Consequential Damages

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.

Section 8.2 Liability Cap

☐ LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE.

☐ LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED $_________________________.

ARTICLE IX: INFRINGEMENT BY THIRD PARTIES

Section 9.1 Notice

Each party shall promptly notify the other of any known or suspected infringement of the Work by third parties.

Section 9.2 Enforcement

As holder of a non-exclusive license, Licensee does not have standing to sue for copyright infringement. Only Licensor (as copyright owner) may enforce the copyright against infringers.

Section 9.3 Cooperation

Licensee shall cooperate with Licensor in any enforcement action if reasonably requested.

ARTICLE X: GENERAL PROVISIONS

Section 10.1 Governing Law

This Agreement shall be governed by federal copyright law and the laws of the State of _________________________.

Section 10.2 Dispute Resolution

☐ Courts: Disputes shall be resolved in courts located in _________________________.

☐ Arbitration: Disputes shall be resolved by binding arbitration in _________________________.

☐ Mediation First: Parties shall attempt mediation before litigation or arbitration.

Section 10.3 Entire Agreement

This Agreement, including Exhibits, constitutes the entire agreement and supersedes all prior agreements.

Section 10.4 Amendments

Amendments must be in writing and signed by both parties.

Section 10.5 Waiver

Waiver of any provision must be in writing and does not waive future enforcement.

Section 10.6 Severability

Invalid provisions shall be severed; remaining provisions continue in effect.

Section 10.7 Assignment

Licensee may not assign without Licensor's written consent. Licensor may freely assign.

Section 10.8 Notices

Notices shall be in writing to addresses above, effective upon receipt.

Section 10.9 Counterparts

May be executed in counterparts, including electronically.

Section 10.10 Independent Contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, or employment relationship.

EXECUTION

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

LICENSOR:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

LICENSEE:

Signature: _____________________________________________

Printed Name: _____________________________________________

Title: _____________________________________________

Date: _____________________________________________

EXHIBIT A: DESCRIPTION OF WORK

Attachments:
☐ Sample/copy of Work attached
☐ Screenshots attached
☐ Other: _________________________

EXHIBIT B: TERRITORY AND FIELD OF USE

Territory:
☐ Worldwide
☐ United States only
☐ Specific regions: _________________________

Field of Use:
☐ All lawful commercial purposes
☐ Personal, non-commercial use only
☐ Educational use only
☐ Specific uses: _________________________

Media/Format:
☐ All media
☐ Print only
☐ Digital only
☐ Specific: _________________________

Quantity Limits (if any):
☐ Unlimited
☐ Maximum _____ copies
☐ Maximum _____ downloads
☐ Other: _________________________

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