KIDS BEACH CLUB® NON-EXCLUSIVE CONTENT LICENSING AGREEMENT
This Content License Agreement (“Agreement”) is entered into as of {date} (“Effective Date”), by and between KiDs Beach Club, Inc. located at 404 Racquet Club Blvd., Bedford, TX 76022 (“Licensor”) and {companyLegal}, located at {companyStreet} {typeA49}, {typeA50} {stateprovince} {postalCode} {country}, hereafter referred to as “Parties.”
RECITALS
A. Licensor produces content entitled KIDS ON CHARACTER (“Licensed Content”), a collection of 20, two-minute and 20, sixty-second radio spots.
B. Licensee produces broadcasts radio programming on its own and affiliated radio stations, Licensee-branded websites, and online streaming services.
C. Licensee would like to broadcast the Licensed Content on its own and affiliated radio stations, Licensee-branded websites, and streaming services. Licensor desires for Licensed Content to be broadcasted by Licensee.
Therefore, in consideration of the above and mutual benefits and promises set forth in this Agreement, Licensor and Licensee agree that their rights and obligations are as follows:
1. License. Licensor hereby grants Licensee a non-exclusive, world-wide, non-transferable, non-assignable license to exhibit and broadcast unlimited runs of the Licensed Content during the Term, as defined below, on Licensee’s owned and affiliated radio networks and stations, and any Licensee-branded website, streaming application, and digital outlets. Broadcast dates and times of License Content shall be at the Licensee’s sole discretion.
2. Term and Termination. The Term of this agreement is for 12 months beginning on the Effective Date. The Term will automatically be extended for one additional 12-month period unless at any time before 30 days from the end of the first or a subsequent 12-month period a Party provides written notice to the other Party that it wishes to terminate the Agreement at the end of the current Term. All provisions which by their nature should survive the termination or expiration of this Agreement shall so survive. Upon the expiration of the Term or termination of this Agreement and any extension thereof, the Licensee shall discontinue all use of Licensed Content in connection therewith and destroy any copies (including all electronic copies) of Licensed Content it may have in its possession.
3. Ownership. Licensor shall retain ownership and/or control of all intellectual property rights including but not limited to copyright, trademarks, and the voices of the participants contained in and related to Licensed Content.
4. Promotion. Licensor grants to Licensee the right to use Licensed Content for advertising and promotional purposes related to the broadcast of the Licensed Content. Licensor and Licensee are owners of their respective names, brands, logos, and trademarks and maintain such ownership. Parties agree to allow each other the use their respective name and/or logo solely for purposes of promoting the Licensee’s broadcast of Licensed Content. Promotion may include, but is not limited to, Social Media promotion.
5. Content Integrity. Licensee agrees to not shorten, change, expand, eliminate, or alter in any form the Licensed Content as provided by Licensor without Licensor’s written permission, except as expressly provided herein.
6. Representations and Warranties.
a. Each Party represents and warrants to the other that it has the right, power, and authority to enter into this Agreement and to perform the acts required of it by the Agreement
b. Licensor further represents and warrants that to the best of Licensor’s knowledge and belief that there are (i) no claims, liens, encumbrances, or rights of any nature in or to the Licensed Content or any part thereof which can or will impair or interfere with the rights of Licensee hereunder; (ii) the Licensed Content including the sound and music synchronized therewith, and the exercise of any right herein granted to Licensee, will not violate or infringe upon the rights of any third party, or constitute a libel or slander of any party; and (iii) Licensed Content has been produced in compliance with all applicable guild agreements and laws, statutes, ordinances, rules, regulations, and requirements of any controlling governmental agency or regulatory body.
c. Licensee further represents and warrants that it shall not knowingly permit or allow any other person or entity to do any act or thing, or fail to do an act or thing, which shall impair Licensor’s interest in and to Licensed Content, including without limitation, all intellectual property rights related to the Licensed Content.
7. Indemnity. Licensor shall defend and hold harmless Licensee from and against any and all liabilities, fees, expenses, costs resulting from third party claims brought against Licensee or any affiliate that broadcasts the Licensed Content (except if caused by the negligence or intentional content of Licensee), Licensee shall defend and hold harmless Licensor from and against all liabilities, fees, and expenses and costs resulting from third party claims brought against Licensor arising out of Licensee’s broadcast of the Licensed Content (except to the extent caused by the negligence or intentional misconduct of Licensor).
8. Severability. If any provision of this Agreement is found to be void, invalid, or unenforceable, such provision shall be deemed severed and this Agreement with such provision severed shall remain in full force and effect to the extent permitted by law.
9. Laws and Forum. This Agreement shall be interpreted and construed in accordance with the laws of the State of Texas and the venue for this Agreement shall be in the County of Tarrant.
10. Entire Agreement. This Agreement sets forth the Parties’ entire agreement and supersedes any and all prior communications of the Parties regarding the transaction set forth in this Agreement. Any modifications to this Agreement must be confirmed in writing and executed by both Parties to be binding. This Agreement may be executed in counterparts, including facsimile and email versions, each of which shall be deemed an original and all of which taken together shall constitute one (1) agreement.