Licensing Terms and Conditions
This is the licensing terms and conditions solely for downloading designs.
Roots Studio Exclusive Rental Agreement
This License Agreement (this "Agreement") is made effective as of _____ date between Roots Studio (Licensor) and ____________ (Client).
In the Agreement, the party who is granting the right to use the licensed property will be referred to as "Roots Studio," and the party who is receiving the right to use the licensed property will be referred to as "_______ (Client)."
The parties agree as follows:
GRANT OF LICENSE. Roots Studio owns _______________________________________________(SKUs). In accordance with this Agreement, Roots Studio grants ______________(Client) an exclusive license to use the Authored Work from _____________ (beginning date) to ________(end date). Roots Studio will remove the design in that time period from all other brands, but will retain title and ownership of the Authored Work and derivative works will be assigned to Licensor by Licensee in the time period.
ONE TIME FLAT FEE.
For one season usage, ______________(Client) will pay to Roots Studio a royalty for exclusive use which shall be calculated as follows: $650 per design.
For multiple season usage, __________(Client) will pay to Roots Studio a royalty of 7% net sales per quarter against an advance of $650 per design, where the advance is recoupable against future royalties.
MODIFICATIONS. _____________(Client) may modify the color, scale, or spacing, but not the motifs of authored work.
- DEFAULTS. If ________ (client) fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Roots Studio shall have the option to cancel this Agreement by providing 30 days' written notice to _______(client). ____________ (client) shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
- CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to Roots Studio, whether or not owned or developed by Roots Studio, which is not generally known other than by Roots Studio, and which _______ (Client) may obtain through any direct or indirect contact with Roots Studio. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by Roots Studio concerning the business, technology and information of Roots Studio and any third party with which Roots Studio deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code and/or object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and customer and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
- "Confidential Information" does not include:
- matters of public knowledge that result from disclosure by Roots Studio;
- information rightfully received by _______ (Client) from a third party without a duty of confidentiality;
- information independently developed by _______ (Client);
- information disclosed by operation of law;
- information disclosed by _______ (Client) with the prior written consent of Roots Studio;
- any other information that both parties agree in writing is not confidential.
- PROTECTION OF CONFIDENTIAL INFORMATION. _______ (Client) understands and acknowledges that the Confidential Information has been developed or obtained by Roots Studio by the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of Roots Studio which provides Roots Studio with a significant competitive advantage, and needs to be protected from improper disclosure. In consideration for the receipt by _______ (Client) of any Confidential Information, _______ (Client) agrees as follows:
- No Disclosure. _______ (Client) will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of Roots Studio.
- No Copying/Modifying. _______ (Client) will not copy or modify any Confidential Information without the prior written consent of Roots Studio.
- Unauthorized Use. _______ (Client) shall promptly advise Roots Studio if _______ (Client) becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
- Application to Employees. _______ (Client) shall not disclose any Confidential Information to any employees of _______ (Client), except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of Roots Studio.
- ARBITRATION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.
- WARRANTIES. Neither party makes any warranties with respect to the use, sale or other transfer of the Authored Work by the other party or by any third party, and _______ (Client) accepts the product "AS IS." In no event will Roots Studio be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the Authored Work.
- TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
- TERMINATION. This Agreement may be terminated by either party by providing 30 days' written notice to the other party. This Agreement shall terminate automatically on December 09, 2020.
- ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
- AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
- SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
- APPLICABLE LAW. This Agreement shall be governed by the laws of the State of New York.
- SIGNATORIES. This Agreement shall be signed on behalf of Roots Studio by Roots Studio and on behalf of _______ (Client) by _______ (Client) and effective as of the date first above written.