NFT LICENSE AGREEMENT

Effective Date: [DATE]

Agreement Number: [NFT-LICENSE-XXXX]

PARTIES

LICENSOR (Creator/Rights Holder):
- Name/Entity: [LICENSOR NAME] (the "Licensor" or "Creator")
- Address: [ADDRESS]
- Email: [EMAIL]
- Wallet Address: [WALLET ADDRESS]

LICENSEE (NFT Owner):
- Name/Entity: [LICENSEE NAME] (the "Licensee" or "Owner")
- Address: [ADDRESS]
- Email: [EMAIL]
- Wallet Address: [WALLET ADDRESS]

RECITALS

WHEREAS, Licensor is the creator and/or intellectual property rights holder of certain digital artwork, media, or content (the "Underlying Art");

WHEREAS, Licensor has minted or authorized the minting of a non-fungible token (the "NFT") associated with the Underlying Art on the [BLOCKCHAIN NAME] blockchain;

WHEREAS, Licensee has acquired ownership of the NFT, and the parties wish to define the intellectual property rights associated with such ownership;

NOW, THEREFORE, in consideration of the mutual covenants herein and the purchase of the NFT, the parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Blockchain" means the [ETHEREUM/SOLANA/POLYGON/OTHER] blockchain network on which the NFT is recorded.

1.2 "Commercial Use" means any use of the Underlying Art that generates revenue, profit, or other commercial advantage, including but not limited to merchandise sales, advertising, licensing to third parties, and incorporation into products or services sold for profit.

1.3 "Derivative Work" means any work based upon the Underlying Art, including translations, adaptations, modifications, transformations, or any form in which the Underlying Art may be recast, transformed, or adapted.

1.4 "NFT" means the specific non-fungible token identified as:
- Token ID: [TOKEN ID]
- Contract Address: [CONTRACT ADDRESS]
- Blockchain: [BLOCKCHAIN]
- Metadata URI: [URI]

1.5 "Personal Use" means private, non-commercial use for the Licensee's own personal enjoyment, including display in personal spaces, digital galleries, social media profiles, and personal devices.

1.6 "Smart Contract" means the blockchain smart contract that governs the NFT, located at [CONTRACT ADDRESS].

1.7 "Underlying Art" means the digital artwork, image, audio, video, or other creative content associated with and displayed by the NFT, as described in Exhibit A.

ARTICLE 2: NFT OWNERSHIP VS. INTELLECTUAL PROPERTY RIGHTS

2.1 Ownership of NFT

2.1.1 Licensee owns the NFT as recorded on the Blockchain. Ownership of the NFT is determined solely by the Blockchain record.

2.1.2 Ownership of the NFT conveys certain license rights to the Underlying Art as set forth in this Agreement, but DOES NOT transfer ownership of the intellectual property rights in the Underlying Art.

2.2 Retention of Intellectual Property

2.2.1 Licensor retains all copyright, trademark, and other intellectual property rights in and to the Underlying Art.

2.2.2 This Agreement grants a license only; no assignment of intellectual property rights is made.

2.2.3 Licensor reserves the right to:
- Create additional NFTs featuring the same or similar Underlying Art (unless restricted below)
- Use the Underlying Art for Licensor's own promotional and commercial purposes
- Register copyrights and trademarks in the Underlying Art
- Pursue infringement claims against unauthorized uses

ARTICLE 3: LICENSE GRANT

3.1 License Type Selection

Licensor grants to Licensee the following license (select one):

☐ OPTION A: PERSONAL USE LICENSE (Limited Rights)

☐ OPTION B: COMMERCIAL USE LICENSE (Extended Rights)

☐ OPTION C: EXCLUSIVE LICENSE (Maximum Rights)

☐ OPTION D: CUSTOM LICENSE (As specified in Exhibit B)

3.2 OPTION A: PERSONAL USE LICENSE

If Personal Use License is selected, Licensor grants Licensee a non-exclusive, worldwide, royalty-free license to:

PERMITTED USES:

☐ Display the Underlying Art for personal, non-commercial purposes
☐ Display in personal physical spaces (home, office)
☐ Display in personal digital spaces (social media profiles, personal websites)
☐ Display in virtual galleries, metaverse platforms, and digital frames
☐ Print physical copies for personal display (not for sale)
☐ Use as personal profile pictures and avatars
☐ Share on social media with attribution to Licensor

PROHIBITED USES:

☐ Any Commercial Use
☐ Creating Derivative Works
☐ Sublicensing to third parties
☐ Using in connection with illegal or harmful activities
☐ Removing or altering any watermarks, signatures, or attribution
☐ Claiming authorship or ownership of the intellectual property
☐ Using in a manner that disparages Licensor

3.3 OPTION B: COMMERCIAL USE LICENSE

If Commercial Use License is selected, Licensor grants Licensee a non-exclusive, worldwide, royalty-free license to:

PERMITTED USES (includes all Personal Use rights, plus):

☐ Create and sell merchandise featuring the Underlying Art (subject to limits below)
☐ Use in advertising and promotional materials for Licensee's business
☐ Display at commercial events and exhibitions
☐ Create limited Derivative Works (subject to restrictions below)
☐ Sublicense for specific projects (with Licensor approval)

COMMERCIAL USE LIMITATIONS:

DERIVATIVE WORK RESTRICTIONS:

☐ Derivative Works permitted with attribution
☐ Derivative Works permitted without attribution
☐ Derivative Works require Licensor approval
☐ Derivative Works prohibited

PROHIBITED USES:

☐ Using in connection with hate speech, illegal activities, or harmful content
☐ Implying Licensor endorsement without permission
☐ Minting derivative NFTs (unless specifically authorized)
☐ Registering trademarks incorporating the Underlying Art
☐ Uses that damage Licensor's reputation

3.4 OPTION C: EXCLUSIVE LICENSE

If Exclusive License is selected, Licensor grants Licensee an exclusive, worldwide license to:

PERMITTED USES (includes all Commercial Use rights, plus):

☐ Exclusive right to use the Underlying Art commercially during the license term
☐ Right to sublicense to third parties
☐ Right to create and commercialize Derivative Works
☐ Right to mint additional NFTs featuring Derivative Works (subject to royalty obligations)

EXCLUSIVITY TERMS:

LICENSOR RESERVED RIGHTS:

Even under an Exclusive License, Licensor reserves:
☐ Right to display the Underlying Art for portfolio/promotional purposes
☐ Right to credit/attribution on all uses
☐ Moral rights (where applicable by law)
☐ Right to pursue infringement claims
☐ Other: [SPECIFY]

3.5 OPTION D: CUSTOM LICENSE

If Custom License is selected, the specific terms are set forth in Exhibit B.

ARTICLE 4: LICENSE TERM AND TRANSFER

4.1 Duration

4.1.1 The license granted herein shall remain in effect:

☐ For as long as Licensee owns the NFT
☐ For a fixed term of [NUMBER] years
☐ Perpetually, regardless of NFT ownership
☐ Other: [SPECIFY]

4.2 Transfer of NFT

4.2.1 If Licensee sells, transfers, or otherwise disposes of the NFT:

☐ License Transfers with NFT: The license automatically transfers to the new NFT owner, and Licensee's rights terminate upon transfer.

☐ License Does Not Transfer: Licensee's license terminates upon transfer; the new owner must enter into a separate license agreement.

☐ Partial Transfer: Certain rights transfer with the NFT; other rights terminate. See Exhibit C for details.

4.2.2 Licensee agrees to inform any subsequent purchaser of the terms of this Agreement.

4.3 Sublicensing

☐ Sublicensing is prohibited
☐ Sublicensing requires Licensor's prior written approval
☐ Sublicensing is permitted for [SPECIFIC PURPOSES]
☐ Sublicensing is freely permitted

ARTICLE 5: ROYALTIES AND PAYMENTS

5.1 Creator Royalties on Secondary Sales

5.1.1 Licensee acknowledges that the Smart Contract may include a royalty mechanism that automatically transfers a percentage of secondary sales to Licensor.

5.1.2 The creator royalty rate is: [PERCENTAGE]%

5.1.3 Licensee agrees to:
☐ Sell the NFT only on marketplaces that honor creator royalties
☐ Pay royalties even if the marketplace does not enforce them
☐ No royalty obligation beyond Smart Contract enforcement

5.2 Revenue Sharing for Commercial Use

If Commercial Use License is selected and revenue sharing applies:

5.2.1 Licensee shall provide quarterly revenue reports and payments within [30] days of each calendar quarter.

5.2.2 Licensor shall have the right to audit Licensee's records upon reasonable notice.

5.3 Upfront License Fee

☐ No additional license fee (included in NFT purchase price)
☐ One-time license fee of $[AMOUNT] paid upon execution
☐ Annual license fee of $[AMOUNT]

ARTICLE 6: ATTRIBUTION AND CREDIT

6.1 Attribution Requirements

Licensee shall provide attribution to Licensor as follows:

☐ Required Attribution: All uses must include the following credit:
"[UNDERLYING ART TITLE]" by [LICENSOR NAME] | [WEBSITE/SOCIAL HANDLE]

☐ Attribution Preferred but Not Required: Licensee should provide attribution where practicable.

☐ No Attribution Required: Licensee may use without attribution.

6.2 Moral Rights

6.2.1 To the extent permitted by law, Licensor:

☐ Waives moral rights in connection with Licensee's permitted uses
☐ Retains all moral rights; Licensee must not modify the Underlying Art in ways that harm Licensor's reputation
☐ Other: [SPECIFY]

ARTICLE 7: REPRESENTATIONS AND WARRANTIES

7.1 Licensor Representations

Licensor represents and warrants that:

(a) Licensor is the sole creator or has obtained all necessary rights to the Underlying Art;

(b) Licensor has full authority to grant the licenses herein;

(c) The Underlying Art does not infringe any third-party intellectual property rights;

(d) The Underlying Art does not contain any unlawful content;

(e) No third party has exclusive rights that would prevent this license grant.

7.2 Licensee Representations

Licensee represents and warrants that:

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

(b) Licensee will use the Underlying Art only as permitted herein;

(c) Licensee will comply with all applicable laws in connection with use of the Underlying Art;

(d) Licensee has verified ownership of the NFT.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE UNDERLYING ART AND NFT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

ARTICLE 8: INDEMNIFICATION

8.1 Licensor Indemnification

Licensor shall indemnify and hold harmless Licensee from any third-party claims that the Underlying Art infringes intellectual property rights, provided Licensee promptly notifies Licensor and allows Licensor to control the defense.

8.2 Licensee Indemnification

Licensee shall indemnify and hold harmless Licensor from any claims arising from:
- Licensee's use of the Underlying Art beyond the scope of this license
- Licensee's violation of applicable laws
- Licensee's merchandise or products incorporating the Underlying Art

ARTICLE 9: LIMITATION OF LIABILITY

9.1 Limitation

EXCEPT FOR BREACHES OF INTELLECTUAL PROPERTY RIGHTS OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9.2 Cap

EXCEPT FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF: (A) THE PURCHASE PRICE PAID FOR THE NFT; OR (B) $[AMOUNT].

ARTICLE 10: TERMINATION

10.1 Termination by Licensor

Licensor may terminate this license upon:

(a) Material breach by Licensee that remains uncured for [30] days after written notice;

(b) Licensee's use of the Underlying Art in connection with illegal activities;

(c) Licensee's bankruptcy or insolvency;

(d) Licensee's registration of trademarks or other IP claims to the Underlying Art.

10.2 Termination by Licensee

Licensee may terminate by:

(a) Providing written notice and destroying all copies of the Underlying Art; or

(b) Transferring the NFT to another party.

10.3 Effect of Termination

Upon termination:

(a) All license rights immediately cease;

(b) Licensee must cease all use of the Underlying Art;

(c) Licensee must destroy all copies and derivatives (except the NFT itself);

(d) Accrued rights and obligations survive termination;

(e) Licensee retains ownership of the NFT but without license rights.

ARTICLE 11: DISPUTE RESOLUTION

11.1 Governing Law

This Agreement shall be governed by the laws of [STATE/JURISDICTION], without regard to conflicts of law principles.

11.2 Dispute Resolution

☐ Arbitration: Disputes shall be resolved by binding arbitration under [AAA/JAMS] rules in [LOCATION].

☐ Litigation: Disputes shall be resolved in the courts of [JURISDICTION].

☐ Mediation First: Before arbitration or litigation, parties shall attempt mediation.

ARTICLE 12: GENERAL PROVISIONS

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the NFT and Underlying Art and supersedes all prior negotiations and agreements.

12.2 Amendments

This Agreement may be amended only by written instrument signed by both parties.

12.3 Severability

If any provision is held invalid, the remaining provisions continue in effect.

12.4 Waiver

Failure to enforce any provision does not waive the right to enforce it later.

12.5 Notices

Notices shall be sent to the addresses or wallet addresses above, or as updated in writing.

12.6 Counterparts

This Agreement may be executed in counterparts, including by electronic signature.

SIGNATURES

LICENSOR:

Signature: _________________________________

Name: [NAME]

Date: [DATE]

Wallet Address: [ADDRESS]

LICENSEE:

Signature: _________________________________

Name: [NAME]

Date: [DATE]

Wallet Address: [ADDRESS]

EXHIBIT A: DESCRIPTION OF UNDERLYING ART

A.1 Artwork Details

A.2 Description

[DETAILED DESCRIPTION OF THE ARTWORK]

A.3 NFT Metadata

{
"name": "[NAME]",
"description": "[DESCRIPTION]",
"image": "[IMAGE URI]",
"attributes": [
{
"trait_type": "[TRAIT]",
"value": "[VALUE]"
}
]
}

A.4 Preview Image

[ATTACH OR REFERENCE IMAGE]

EXHIBIT B: CUSTOM LICENSE TERMS

[Complete if Custom License (Option D) is selected]

B.1 Permitted Uses

[LIST SPECIFIC PERMITTED USES]

B.2 Prohibited Uses

[LIST SPECIFIC PROHIBITED USES]

B.3 Limitations

[SPECIFY ANY LIMITATIONS]

B.4 Additional Terms

[ANY OTHER CUSTOM TERMS]

EXHIBIT C: PARTIAL TRANSFER TERMS

[Complete if Partial Transfer is selected in Section 4.2]

C.1 Rights That Transfer with NFT

[LIST TRANSFERABLE RIGHTS]

C.2 Rights That Terminate Upon Transfer

[LIST NON-TRANSFERABLE RIGHTS]

REGULATORY AND LEGAL NOTICES

COPYRIGHT NOTICE: The Underlying Art is protected by copyright law. Unauthorized reproduction, distribution, or public display may constitute copyright infringement and subject the infringer to civil and criminal penalties.

NFT OWNERSHIP CLARIFICATION: Ownership of an NFT does not automatically confer intellectual property rights to the associated content. This license agreement defines the specific rights granted to the NFT owner.

CONSUMER PROTECTION: Depending on your jurisdiction, you may have additional rights under consumer protection laws that cannot be waived by contract.

TAX NOTICE: The purchase, sale, and commercial use of NFTs may have tax implications. Consult a tax professional for guidance.

This template is provided for informational purposes only and should be reviewed and customized by qualified legal counsel familiar with intellectual property and NFT law in your jurisdiction.