Note	=	[https: app.openlaw.io/template/Copyright%20License%20Agreement]
Doc.Ti	=	COPYRIGHT LICENSE AGREEMENT
This.sec	=	THIS COPYRIGHT LICENSE AGREEMENT (this "Agreement") is made as of {Effective Date} (the "Effective Date"), by and between {Licensor.US.N,E,A} (the "Licensor") and {Licensee.US.N,E,A} (the "Licensee"). For the purposes of this Agreement, the Licensor and the Licensee may be referred to individually as a "Party" or collectively referred to as the "Parties".
Original-This.sec	=	THIS COPYRIGHT LICENSE AGREEMENT (this "Agreement") is made as of {Effective Date} (the "Effective Date"), by and between {Licensor Name} domiciled at {Licensor Address} (the "Licensor") and {Licensee Name} a(n) {Licensee Headquarters} {Licensee Entity} (the "Licensee"). For the purposes of this Agreement, the Licensor and the Licensee may be referred to individually as a "Party" or collectively referred to as the "Parties".
Why.Ti	=	RECITALS
Why.1.sec	=	WHEREAS, the Licensor owns a copyright to the work (defined herein),
Why.2.sec	=	WHEREAS, subject to the terms and conditions set forth in this Agreement, the Licensor wishes to grant a license to the Licensee and the Licensee wishes to obtain a license of the work for the purpose set forth herein,
Why.	=	[G/Z/paras/s2]
That.sec	=	NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties intending to be legally bound, agree as follows:
TERMS	=
1.Ti	=	License
1.sec	=	Subject to the terms and conditions set forth herein, the Licensor hereby grants to the Licensee a non-exclusive, transferable, and sublicensable license (the "License") of the {Description} (the "Work") to be used for {License Purpose} (the "Purpose"). Nothing in this Agreement shall inhibit the Licensor from licensing the Work to any other party not mentioned in this Agreement. The License does not grant the Licensee the ability to modify, alter, modify, or create derivative works of the Work.
2.Ti	=	Term
2.sec	=	The License granted to the Licensee under this Agreement shall terminate on {Termination Date} (the "Termination Date"). Thereafter, the License may be renewed at the discretion of the Parties.
3.Ti	=	License Fee and Token Issuance
3.sec	=	In consideration of the rights granted herein, the Licensee shall pay to the Licensor a flat-fee in the amount of {License Fee} (the "License Fee) no later than {Payment Due Date}. Upon receipt of the License Fee, the Licensor shall issue the License to the Licensee. The grant of the License of the Work will be issued to the Licensee's Ethereum address at {Licensee Ethereum Address} in the form of one or more tokens relying on the smart contract found at {Smart Contract Address}.
4.Ti	=	Sublicense and Transfer
4.sec	=	The Licensee may grant a sublicense of the Work to third parties; provided, however, that the Licensee shall provide thirty (30) days written notice to the Licensor of such sublicense and require that the sublicensee agree in writing to be bound by the terms and conditions set forth in this Agreement.
5.Ti	=	Representations and Warranties
5.sec	=	Each Party represents and warrants that it has the full right, power, and authority to enter into this Agreement.
6.Ti	=	Licensee Representations and Warranties
6.0.sec	=	The Licensor represents and warrants the following:
6.1.sec	=	The licensor owns the rights to the Work and has the right to grant the License being granted to the Licensee under this Agreement.
6.2.sec	=	The use of the License does not infringe on the rights of any party.
Licensee Representations and Warranties.	=
3. If applicable,	=
6.3.sec	=	The Licensee represents and warrants that it is duly organized, validly existing, and in good standing as a corporation or other entity under the laws of its jurisdiction of incorporation or organization.
6.	=	[G/Z/ol/s3]
7.Ti	=	No Third-Party Beneficiaries
7.sec	=	This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
8.Ti	=	Waiver
8.sec	=	A waiver by either Party of any of the terms and conditions of this Agreement shall not be deemed or construed to be a waiver of such term or of any subsequent breach thereof. All rights, remedies, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation, or agreement of either Party.
9.Ti	=	Indemnification
9.sec	=	The Licensee shall indemnify, defend and hold harmless the Licensor form and against and in respect of any and all claims, demands, losses, obligations, damages (including without limitation compensatory and punitive damages), deficiencies, actions, settlements, judgments, costs, and expenses of any kind (including, without limitation, reasonable attorney’s fees and other costs and expenses of litigation) based upon, arising out of, or otherwise relating to this Agreement.
10.Ti	=	Choice of Law
10.sec	=	This Agreement shall be governed and interpreted in accordance with the laws of the State of {Governing Law} without giving effect to any conflict of law provisions.
11.Ti	=	Headings
11.sec	=	The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
12.Ti	=	Miscellaneous
12.1.sec	=	This Agreement is the entire Agreement of the Parties and it supersedes all prior and contemporaneous agreements and understandings, both written and oral between the Licensor and Licensee with regard to the subject matter herein.
12.2.sec	=	This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement.
12.3.sec	=	Any modifications or amendments made to this Agreement will not be effective unless they are communicated in writing and signed by both the Licensee and Licensor.
12.4.sec	=	If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall remain in full force and effect as if such illegal, invalid, or unenforceable term had never been included in the Agreement.
12.	=	[G/Z/para/s4]
By.0.sec	=	IN WITNESS WHEREOF, the Parties have executed this COPYRIGHT LICENSE AGREEMENT as of the date first written above.
	=	[G/AgtForm/US/Frame/Licensor-Licensee/0.md]
EffectiveDate.YMD	=	{Effective Date}
	=	[G/Z/ol/12]