1. CONTRACT EXAMPLE, BOARD/CARD GAMES
Contract Between John Smith and Generic Game Company
AGREEMENT
This License Agreementt is made and entered into the ___ day of __________, _______, by
and between John Smith (hereinafter called "Author") with an address of Some Lane,
Someplace, CA, 99999, and Generic Game Company, (hereinafter called the "Licensee"),
whose principal place of business is Main Street, Somewhere, California, 99999, with respect
to licensing for games.
In consideration of the mutual agreements herein contained, both parties agree that Author
grants to Licensee the exclusive right to manufacture, advertise, promote, sell and distribute
"Generic Game", hereinafter called the "Work". Licensee accepts such grant and agrees to
use its best efforts in the sale of the Work in order to maximize royalty payments to Author
under this agreement.
WARRANTIES
Author warrants to be the inventor of the Work, and to be the sole owner of all intellectual
and/or industrial property according to the Work. Author guarantees the Work does not
infringe any rights of third parties. Author further agrees not to undertake any kind of
competition by way of manufacture and distribution of the Work.
DESIGN
The title, design, format and parts of the Work are left to the discretion of Licensee and/or
eventual sub-licenses. Author may make suggestions to Licensee, which will be reasonably
considered by Licensee. Licensee is not obligated to adhere to Author suggestions. Licensee
shall be entitled to file and acquire any kind of intellectual or industrial property right as to
the title, rules, parts/format and design/layout of the Work.
Licensee shall be entitled to use the title, the theme, or the presentation/layout of the Work
for other products, free of any royalty to Author, provided the system and/or function of those
products differ substantially from the Work.
Derivative works using the same mechanics of the Work shall be subject to the payment and
royalties specified in this contract.
COPYRIGHT NOTICE
Author represents and warrants that Licensee owns or controls the exclusive rights to the
Work including any and all copyrights thereon for the duration of this contract. The Work
shall bear the following copyright notice;
� 2002 Generic Game Company
AUTHOR'S NAME
2. Each copy of the Work shall bear the Author's name somewhere within the item.
COMMENCEMENT OF COMMERCIALIZATION AND SUBSEQUENT EDITIONS
Licensee determines the date of the commencement of commercialization, the quantity of
copies of the first and subsequent editions and the sale price of each edition.
Licensee is completely free in all business matters and decisions concerning the Work. With
respect to the best commercialization of the Work, Licensee shall further be entitled to
translate and adapt the Work in other languages, dialects, versions or wording, if necessary,
in the different countries of the contractual territory.
Licensee may also publish special editions for book clubs, chains of retail traders,
promotion/advertising measures and other special distribution editions.
Licensee shall be entitled, but not obligated, to exploit the license under this agreement in his
own publishing business. However, Licensee will use different channels of exploitation if
suitable. The Author hereby gives his/her prior general consent to any kind of adaptations,
modifications, alterations or rearrangements necessary for those kinds of exploitations.
Licensee may grant sub-licenses, including all types of enterprises doing business in the
media area. Licensee agrees to inform Author about such agreements concerning third party
agreements.
LICENSING FEES
License fees shall be based on the net invoice billings of Licensee for the Work sold within
the contractual territory to wholesale and retail customers. Net invoiced billings shall mean
actual billings to customers for articles sold less an allowances or discounts deducted from
the normal selling price. Uncollectable accounts shall not be subject to any royalties.
Upon signing this agreement, Author will receive an advance payment in the amount
pursuant to the Schedule to Licensing Agreement. This advance payment shall be offset
against subsequent royalty payments. In the event Licensee decides that the Work will not be
produced, the Author shall keep the royalty advance, provided the non-publishing is not
caused by default of the Author. In the event the Work is not produced by default of the
Author, then the Author is responsible for reimbursement of the advance to the Licensee.
If the Work will be sublicensed pursuant to Commencement of Commercialization, Author
will receive 33% of licensing fees or royalties paid to the Licensee by the Sub-Licensee.
RECORDS AND PAYMENTS
Licensee agrees to keep separate records of the sales of the Work.
Licensee agrees to submit a royalty report within 30 days of the close of the Royalty Payment
Date. This report will indicate the total sales and unit quantities for said quarter. When the
advance is completely offset, payments will be sent to the Author with the Royalty Report.
3. Licensee agrees to have all records pertinent to sales and payments referred to in this
agreement available for inspection by Author or its duly authorized certified accounts. Author
shall give Licensee a reasonable notice for said inspection. The costs of the inspection shall
be solely born by the Author.
SAMPLES
Upon completion of manufacturing of the Work, Licensee agrees to send Author 5 samples of
the Work free of charge. Author may purchase additional copies of the Work at wholesale.
TERMINATION
Either party has the right to terminate this agreement by giving the other party written notice,
if at any time during the term of this agreement any of the following events occur:
a. Licensee shall fail within a period of two (2) years to sell or manufacture any of the
Work.
b. Licensee fails to make payment of any money due to the Author under the terms of
this agreement and if after the period of fourteen (14) working days has elapsed after
Author has given Licensee written notice of such failure.
c. Licensee shall be in materials breach of its performance of any of its obligations under
the terms of this agreement.
d. Should the sales of the Work decline or become non-profitable for the Licensee, or
should Licensee decide to withdraw the Work from its program for any other reasons.
In the event the terms of this Licensing Agreement are terminated, Licensee has eighteen (18)
months from the date of termination to sell of any of the Work remaining in inventory. After
the expiration of the agreed upon eighteen (18) months, all rights of the Work revert back to
the Author.
BREACH OF LICENSE
Each party shall have the right to terminate this agreement immediately if either party
breaches any of the terms and provisions of this agreement. The party in breach must be
notified in writing by the other party specifying the particular breach. If the party in breach
fails to cure the breach within 30 days after receiving written notice from the other party, the
other party has the right to terminate this agreement.
TERMS OF AGREEMENT
This agreement shall be in full force and effect upon execution of this Licensing Agreement
for the term pursuant to Schedule to Licensing Agreement. At the end of the initial term of
this agreement, Licensee may choose to extend this agreement for successive periods of one
(1) year. At the end of any renewal period, either party has the right to terminate this
agreement with 90 days written notice to the other party.
INFRINGEMENTS
In the event a third party alleges the manufacturing and/or distribution of the Work infringes
its intellectual or industrial property rights, Licensee has the right to withhold any royalty
4. payments due to Author until said allegations have been cleared. Any legal fees for costs
incurred by the Licensee in connection with any allegations or related legal action will be the
sole responsibility of the Licensee.
INDEMNIFICATIONS
Licensee shall be solely responsible for, and shall defend, hold harmless and indemnify
Author, its directors, officers, employees and agents against any Claims arising out of any
claim that the use of the licensed marks as authorized by this Agreement violates or infringes
upon the trademark, copyright, or other intellectual property rights of a third party in or to the
Licensed Marks. If, as a result of indemnification, Licensee has to destroy all remaining
inventory, Licensee will be responsible for all costs associated with said destruction.
MISCELLANEOUS
All notices and/or changes to this agreement that may be required by Licensee must be made
in writing and sent to Author at the address noted in the heading of this contract, or other
address as designated by the Author. All notices and/or changes that may be required by
Author must be made in writing and sent to Licensee and the address noted in the heading of
this contract or other address designated by the Licensee.
Should any provision of this agreement become invalid or unenforceable or should the
contract contain an omission, the remaining provisions shall be valid and enforceable. In the
event of an invalid provision, a valid provision is presumed to be agreed upon by the parties,
which comes economically closest to the one actually agreed upon; the same shall apply in
the case of an omission.
This agreement shall be governed and construed according to the laws of the State wherein
the headquarters of the Licensee are located.
Agreed to this day;
____________________________ _______________________________
Author Owner, Generic Game Company
SCHEDULE TO LICENSE AGREEMENT
1. Name: Generic Game
2. Term: Contract expires after 2 years of non-production or sale of the Work.
3. Territory: Worldwide
4. Advance: $1000
5. Royalty Rate (against wholesale): 6%
6. Royalty Payment Date; December 31st of each year that contract is in effect.
7. Sublicense royalty; 33%
