State of Illinois
This Licensing Agreement (the “Agreement”) is made effective as of April 26th, 2020 by
and between the following Licensor of the following address:
and the following Licensee of the following address:
MEMBER OF THE PUBLIC
In the Agreement, the Party who is granting the right to use the licensed property will be
referred to as “ZUBIVISION,” and the Party who is receiving the right to use the licensed
property will be referred to as “MEMBER OF THE PUBLIC.” The individuals may be
known collectively as the “Parties.” All references to the Licensee and Licensor in this
Agreement shall include, if relevant, the Parties’ parent companies, affiliates, and
The Parties agree to the following:
I. GRANT OF LICENSE
- ZUBIVISION owns the following property (the “Authored Work”):
- In accordance with this Agreement, ZUBIVISION grants MEMBER OF THE
PUBLIC an exclusive license to use the Authored Work.
- This License provides the limited right to reproduce, publicly display and distribute
the Authored Work only for the agreed upon terms set forth in this Agreement and
signed by both Parties. The Authored Work used for any purpose not directly related
to these terms must be with the express written permission of the Licensor and may
include the payment of additional fees unless otherwise agreed to in writing.
- Licensee may use the Authored Work however they see fit, as long as their use is
otherwise within the bounds of this Agreement.
- ZUBIVISION retains title and ownership of the Authored Work and derivative
works will be assigned to Licensor by Licensee.
- This grant of license only applies to following described geographical area:
II. ROYALTY PAYMENTS
- Licensee shall pay to Licensor a royalty which shall be calculated as $100 (one
hundred US dollars) per each unit sold of the derivative works made by the
Licensee using the Authored Works.
- These royalty payments shall be made annually on may 1 each year.
- With each royalty payment, Licensee will submit to Licensor a written report that
sets forth the calculation of the amount of the royalty payment.
III. LATE PAYMENTS
- For any royalty payment that is not paid within one day of its due date, Licensee
shall pay a late fee of $100
- The Licensee may freely make modifications to the Authored Work without any
prior approval from the Licensor.
- If the Licensee fails to abide by the obligations of this Agreement, including the
obligation to make any royalty payments when due, the Licensor shall have the
option to cancel this Agreement by providing 30 days’ written notice to the Licensee.
- The Licensee 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 above and if there are no
other defaults during such time period.
VI. CONFIDENTIAL INFORMATION
- The term “Confidential Information” refers to any information or materials that
are proprietary to the Licensor, whether or not owned or developed by the Licensor,
and which the Licensee may obtain through any direct or indirect contact with the
Licensor or the Authored Works.
- Regardless of whether specifically identified as confidential or proprietary,
Confidential Information” shall include any information provided by the Licensor
concerning the business, technology, and information of the Licensor and any third
party with which the Licensor 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, object code, copyrights and intellectual property, inventions, sales leads,
strategic alliances, partners, and client lists. The nature of the information and the
manner of the disclosure are such that a reasonable person would understand it to
- Confidential Information does not include the following:
a. Matters of public knowledge that result from disclosure by ZUBIVISION
b. Information rightfully received by MEMBER OF THE PUBLIC from a third
party without a duty of confidentiality
c. Information independently developed by MEMBER OF THE PUBLIC
d. Information disclosed by operation of law
e. Information disclosed by MEMBER OF THE PUBLIC with prior written
consent from ZUBIVISION
f. Any other information that both Parties agree in writing is not confidential
VII. PROTECTION OF CONFIDENTIAL INFORMATION
- MEMBER OF THE PUBLIC understands and acknowledges that the
Confidential Information has been developed or obtained by ZUBIVISION by the
investment of significant time, effort, and expense, and that the Confidential
Information is a valuable, special, and unique asset of ZUBIVISION which provides
ZUBIVISION with a significant competitive advantage, and needs to be protected
from improper disclosure.
- In consideration for the receipt by MEMBER OF THE PUBLIC of any
Confidential Information, MEMBER OF THE PUBLIC agrees as follows:
a. No Disclosure: MEMBER OF THE PUBLIC 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 ZUBIVISION.
b. No Copying or Modifying: MEMBER OF THE PUBLIC will not copy or modify
any Confidential Information without the prior written consent of ZUBIVISION.
c. Unauthorized Use: MEMBER OF THE PUBLIC shall promptly advise
ZUBIVISION if MEMBER OF THE PUBLIC becomes aware of any possible
unauthorized disclosure or use of the Confidential Information.
d. Application to Employees: MEMBER OF THE PUBLIC shall not disclose any
Confidential Information to any employees of MEMBER OF THE PUBLIC,
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 ZUBIVISION.
VIII. NON-EXCLUSIVE LICENSE TO LICENSOR
- As of the effective date, MEMBER OF THE PUBLIC grants back to ZUBIVISION
a non-exclusive royalty free license to use the Authored Work as ZUBIVISION sees
fit, for the creation of derivative works.
- This license back is only granted if and when the license shall not limit MEMBER
OF THE PUBLIC’s rights and public rights under this License.
- 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
MEMBER OF THE PUBLIC accepts the product “AS IS.”
- In no event will ZUBIVISION be responsible for direct, indirect, special,
incidental, or consequential damages that are in any way related to MEMBER OF
THE PUBLIC’s use of the Authored Work.
X. 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.
- This Agreement may be terminated by either Party by providing 30 days’ written
notice to the other Party.
- This Agreement shall automatically terminate on April 26th, 2020.
XII. ENTIRE AGREEMENT
- This Agreement contains the entire Agreement between the parties regarding
the subject matter of this Agreement, and there are no other promises or conditions
in any other Agreement, whether oral or written.
- The parties have attempted to limit the non-compete provision so that it applies
only to the extent necessary to protect legitimate business and property interests.
- If any provisions of this Agreement shall be held to be valid 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 and enforceable, then such
provision shall be deemed to be written, construed, and enforced as so limited.
- This Agreement may be modified or amended if and only if the amendment is
made in writing and signed by both Parties.
XV. WAIVER OF CONTRACTUAL RIGHTS
- 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.
XVI. APPLICABLE LAW
- This Agreement shall be governed by the laws of the State of Illinois.
IN WITNESS WHEREOF, the Parties execute the Agreement as follows: