Print Licensing Agreement

This Print Licensing Agreement is made and entered into as of the date of purchase of the Print, by and between:

• Kinsey Atelier LLC, the “Licensor”, and

• Your Company, the “Licensee”

WHEREAS, Licensor is the owner of all intellectual property rights in and to certain original artwork embodied in the print; and

WHEREAS, Licensee desires to obtain a license to use the Print on certain products.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Grant of License. Licensor hereby grants to Licensee a non-transferable, exclusive right and license to reproduce and use the Print solely on a single production run of the Products for a period of one year.

2. Restrictions on Use. Licensee shall not:

• (a) Use the Print on any products other than the Products for this production run.

• (b) Alter, modify, or create derivative works of the Print without the prior written consent of Licensor.

• (c) Use the Print in a manner that is disparaging or defamatory to Licensor or its business.

3. Compensation. In consideration of the license granted herein, Licensee shall pay to Licensor:

• (a) A one-time upfront fee per print, due upon execution of this Agreement.

• (b) A royalty of 5% of the net sales price of each Product sold that incorporates the Print from subsequent production runs after the initial run. Royalty payments shall be made to Licensor on a quarterly basis within 30 days of the end of each quarter.

4. Term and Termination. This Agreement shall be effective on the date first written above and shall continue for the Term. This Agreement may be terminated by either party upon [Number] days written notice to the other party in the event of a material breach of this Agreement that is not cured within such notice period.

5. Confidentiality. The parties agree to hold in confidence all information relating to the other party's business that is disclosed pursuant to this Agreement.

6. Representations and Warranties. Each party represents and warrants that it has the full power and authority to enter into this Agreement and perform its obligations hereunder. Licensor warrants that it owns all intellectual property rights in and to the Prints and that such ownership is free and clear of any third-party claims.

7. Indemnification. Licensee agrees to indemnify and hold harmless Licensor from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to Licensee's use of the Prints in violation of this Agreement.

8. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, postage prepaid, or sent by overnight courier.

9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

10. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan and The United States of America.

11. Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12. Acceptance. By clicking the "I Accept" button below, Licensee acknowledges that it has read and understood this Agreement and agrees to be bound by its terms and conditions.