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IP License Agreement: Buyout

This Intellectual Property Licensing Agreement (“Agreement”) is by and between Hannah Ross (“Studio”) and the undersigned (“Vendor”). Studio and Vendor agree to the following terms and conditions governing the Vendor to Studio of Intellectual Property Content for Commercial Use (“Content”) by Studio and/or its clients. All Content provided by Vendor to Studio pursuant to this Agreement shall be deemed to be “licensed” as that term is defined in the United States Copyright Act.

1. Term of Agreement

This Agreement shall be effective as of the date below and, unless earlier terminated by either party in accordance with terms below, shall remain in effect indefinitely from such effective date.

2. Terms of Use

All Content created for and/or delivered to Studio pursuant to this Agreement shall be deemed licensed copyrighted works, as described below. Studio receives license for use of Content according to the following terms:

Studio receives limitations of Content according to the following terms:
USE: Not limited
TIME: Not limited
NUMBER OF REPRODUCTIONS: Not limited
ABILITY TO MODIFY: Not limited
REGION: Not limited
INDUSTRY: Not limited

Studio receives exclusivity of Content according to the following terms:
USE: All
TIME: Perpetual
REGION: Worldwide
INDUSTRY: All

Vendor retains rights to the Content according to the following terms:
USE: Personal and self-promotional

Vendor may not resell or relicense the same Content in any method that violates the terms set above.

Vendor shall execute all documents, and perform such other acts, as Studio may deem necessary to secure for Studio all such licensing rights. In its sole discretion, Studio or its clients may credit Vendor as the creator in connection with Studio’s use of the Content created pursuant to this Agreement.

3. Payment and Taxes

Studio shall pay Vendor within 30 calendar days of receiving invoice, an amount to be agreed upon between Studio and Vendor for specific assignments during the term of this Agreement. Studio will not pay or withhold Federal, state, or local income or other payroll taxes on behalf of Vendor. Vendor is fully responsible for reporting and paying all applicable taxes.

4. Warranty

Vendor warrants that s/he has authority to enter into, and to be bound by, this Agreement, that the Content provided to Studio pursuant to this Agreement will not infringe any copyrights or other intellectual property rights, will not contain libelous or unlawful matter, and will not violate the privacy rights of any individual. Vendor agrees to indemnify and hold harmless Studio against any claims or losses resulting from or caused by Vendor’s violation of the terms of the preceding sentence.

5. Indemnification

Vendor hereby agrees to indemnify and hold Studio harmless from and against any damages or losses suffered or incurred by Studio as a result of Vendor’s breach of this agreement. Without limiting the foregoing, in the event of a breach by Vendor of any provision of this agreement, in addition to any other rights or remedies to which Studio is entitled pursuant to this agreement or at law or in equity, Studio will also be entitled to recover reasonable attorney’s fees, costs and necessary disbursements in any action necessary to enforce or interpret the terms of this agreement.