This Right of Publicity License Agreement (“Agreement”) is entered into as of [Date] (“Effective Date”), by and between:
[Licensor’s Full Legal Name], an individual with an address at [Licensor’s Address] (“Licensor”), and
[Licensee’s Full Legal Name/Entity Name], a [corporation/LLC/partnership] organized under the laws of [State/Country] with its principal place of business at [Licensee’s Address] (“Licensee”).
Licensor and Licensee may be referred to individually as a “Party” and collectively as the “Parties.”
1.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable, and revocable license to use Licensor’s name, likeness, image, voice, signature, biographical information, and other indicia of identity (“Publicity Rights”) solely in connection with the advertising, promotion, marketing, distribution, and sale of [describe product(s)/service(s)] (“Licensed Products/Services”).
1.2 Territory. The license granted herein is limited to the territory of [specify territory, e.g., United States / worldwide] (“Territory”).
1.3 Term. The license shall commence on the Effective Date and continue for [X] years unless earlier terminated in accordance with Section 9 (“Term”).
Licensor retains all ownership rights, title, and interest in and to the Publicity Rights. Licensee acknowledges that it acquires no ownership or other interest in the Publicity Rights except for the limited rights expressly granted in this Agreement.
3.1 Approval Required. Licensee shall submit to Licensor for prior written approval all advertising, promotional, and marketing materials bearing the Publicity Rights.
3.2 Quality Control. Licensee shall ensure that the Licensed Products/Services are of a quality consistent with industry standards and shall not use the Publicity Rights in any manner that may tarnish, disparage, or otherwise harm Licensor’s reputation.
4.1 Royalty. Licensee shall pay to Licensor a royalty of [X%] of gross/net sales of Licensed Products/Services using the Publicity Rights.
4.2 Advance/Minimum Guarantee (Optional). Licensee shall pay Licensor a non-refundable advance of [amount] upon execution of this Agreement, which shall be credited against future royalties. Licensee guarantees a minimum royalty payment of [amount] during the Term.
4.3 Accounting. Licensee shall provide quarterly royalty statements within [X] days after each calendar quarter, accompanied by payment of all royalties due. Licensor shall have the right to audit Licensee’s records upon reasonable notice.
5.1 By Licensor. Licensor represents and warrants that:
(a) Licensor is the sole and exclusive owner of the Publicity Rights;
(b) Licensor has full right and authority to enter into this Agreement; and
(c) the Publicity Rights as licensed hereunder do not infringe upon the rights of any third party.
5.2 By Licensee. Licensee represents and warrants that:
(a) it will comply with all applicable laws and regulations;
(b) it will not use the Publicity Rights in a manner that is misleading, defamatory, or otherwise harmful to Licensor.
Each Party shall indemnify, defend, and hold harmless the other Party (and its officers, directors, employees, and agents) against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any breach of this Agreement or misuse of the Publicity Rights.
In no event shall either Party be liable to the other for indirect, incidental, or consequential damages arising out of this Agreement, except for willful misconduct, gross negligence, or indemnification obligations.
The Parties agree to maintain the confidentiality of all non-public information disclosed under this Agreement, except as required by law or necessary to enforce rights under this Agreement.
9.1 For Cause. Either Party may terminate this Agreement upon [30] days’ written notice if the other Party materially breaches any provision and fails to cure such breach within such period.
9.2 Without Cause (Optional). Licensor may terminate this Agreement upon [X] days’ written notice, subject to refund of unearned advance payments (if applicable).
9.3 Effect of Termination. Upon termination or expiration, Licensee shall immediately cease all use of the Publicity Rights and destroy or return to Licensor all materials bearing the Publicity Rights.
10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.
10.2 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved by [arbitration/mediation/litigation] in [jurisdiction].
10.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements or understandings.
10.4 Amendments. This Agreement may not be amended except by a written instrument signed by both Parties.
10.5 Assignment. Licensee may not assign or sublicense this Agreement without Licensor’s prior written consent.
10.6 Notices. All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or such other address as may be designated in writing).
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Licensor:
Signature: __________________________
Name: [Licensor Name]
Licensee:
Signature: __________________________
Name: [Licensee Name]
Title: [Licensee Title]
