SAMPLE DOCUMENT Type of Document: Copyright & Reproduction Forms Museum Name: Sixth Floor Museum Date: 2015 Type: History Museum Budget Size: $5 million to $9.9 million Budget Year: 2016 Governance Type: Private, Nonprofit Organization Accredited: [Choose Accreditation Status] Title of Form: Non-Exclusive License Agreement for print and digital publications USE STATEMENT & COPYRIGHT NOTICE The AAM Information Center has provided this sample document. It serves as an example of how one museum addresses a particular issue. Museums should compose original materials based on their unique circumstances. Any document produced by the recipient should not substantially use the contents of this sample as the basis. Materials in the AAM Information Center are provided "as is," without any guarantee or warranty of any kind, expressed or implied. NOTICE CONCERNING COPYRIGHT RESTRICTIONS Under certain conditions specified in the copyright law of the United States (Title 17, United States Code), libraries and archives may furnish a photocopy or other reproduction. The photocopy or reproduction may not be used for any purpose other than private study, scholarship or research. If a user makes a request for, or later uses, a photocopy or reproduction for purposes in excess of fair use, that user may be liable for copyright infringement.
NON-EXCLUSIVE LICENSE AGREEMENT [for print and digital publications] ATTACHMENT A Licensee Contact(s): Licensee Name and Address: Licensee s Work: Licensor s Work(s): Print Run: Term: Primary Territory: Languages: Use: License Fee: Licensor Signature Date Licensee Signature Date p. 1 of 4
NON-EXCLUSIVE LICENSE AGREEMENT [for print and digital publications] This Non-Exclusive License Agreement ( Agreement ) is entered into and effective as of this _XX_ day of, 20XX ( Effective Date ), by and between Dallas County Historical Foundation d/b/a The Sixth Floor Museum at Dealey Plaza ( Licensor ), a Texas non-profit corporation, having an address of 411 Elm Street, Dallas TX 75202-3308, and the Licensee whose name appears on Attachment A ( Licensee ). All capitalized terms not specifically defined herein shall have the meaning ascribed to them in Attachment A attached hereto and incorporated herein for all purposes. 1. Non-Exclusive License. TERMS AND CONDITIONS Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, nonexclusive license to (i) incorporate the Licensor s Work into Licensee s Work and (ii) to reproduce Licensor s Works as part of Licensee s Work in the aggregate not to exceed the number of copies in the Print Run. All other or further license or authorization is hereby reserved to Licensor, and all other derivative use is expressly prohibited. Licensee shall not print any copies of Licensee s Work in excess of the Print Run. 2. License Fee. Licensee shall pay to Licensor the non-refundable sum of $XXXX as a condition of permissions granted herein by credit card or check payable to The Sixth Floor Museum at Dealey Plaza and said fee shall be paid within thirty (30) days of the execution of the Agreement. No authorization shall be effective absent receipt of such payment. 3. Copyright Notice. Whenever any portion of Licensor s Works is displayed or published under the authority herein provided, a notice of copyright shall be affixed in a manner and location as to give reasonable notice of the claim of copyright. The notice for each of Licensor s Works shall read as follows: [INSERT PROPER COPYRIGHT NOTICE/CREDIT LINE(S) FOR LICENSOR S WORK(S)] 4. Records and Audit. Licensee shall maintain accurate books and records and shall at the Licensor s reasonable request, but not more than twice per year, accurately report to Licensor the number of copies of Licensee s Work which have been printed. Licensor may inspect Licensee s books and records in connection with Licensee s Work to the extent necessary to verify Licensee s report. 5. Museum Copy. Licensee shall provide Licensor with one (1) copy of Licensee s Work within thirty (30) days of publication for the purpose of keeping such copy in Licensor s library. 6. Out of Print. If Licensee fails to print any copies of the Licensee s Work during any consecutive five-year period, all authorization to print copies of the Licensee s Work shall automatically terminate. p. 2 of 4
7. Copy Limit. If Licensee fails to print in the aggregate the number of copies in the Print Run during the Term, all authorization to print additional copies of the Licensee s Work shall automatically terminate. 8. Special Conditions. [APPLIES TO ZAPRUDER AND NIX FILMS ONLY] The licenses granted herein are expressly conditioned upon the Licensee s acknowledgment and agreement (i) that the Licensee shall not use the Licensor s Work in a manner which is sensational; (ii) that the purpose of Licensee s Work is to examine the physical evidence involved in the assassination of President John F. Kennedy; and (iii) that the Licensee does not intend to and shall not attempt to punctuate or emphasize the episodes of violence contained in the Licensor s Work, particularly those parts of the Licensor s Work which depict and follow the depiction of a bullet striking President John F. Kennedy. 9. Reservation of Rights. All right, title, and interest in and to Licensor s Works is expressly retained by the Licensor. The parties expressly agree that nothing herein contained shall constitute them the agent or joint author of the other party. Licensee shall take reasonable steps necessary to protect the copyright in Licensor s Works in connection with Licensee s Work. All right, title, and interest in and to Licensee s Work, excluding Licensor s Works, is expressly retained by Licensee. 10. Excerpting Prohibited. This Agreement shall not be construed to extend to Licensee any license or authorization to copy, publish or otherwise use Licensor s Works, in whole or in part, or Licensee s Work which include Licensor s Works, in whole or in part, separately from the use provided in Paragraph 1, and Licensee shall not use or authorize others to use Licensor s Works, in whole or in part, or Licensee s Work, which include Licensor's Works, in whole or in part, for advertising, promotion, publicity, or merchandising or any other purpose not expressly provided for in this Agreement. 11. Assignment. The licenses granted herein are not assignable by the Licensee, except with Licensor s prior express written consent. The licenses granted herein shall terminate and are void ab initio upon assignment, except with Licensor s prior express written consent. 12. Integration. This Agreement, including Attachment A, constitutes the entire agreement between parties and supersedes any previous written or oral agreements with regard to the subject matter hereof. 13. Governing Law. This Agreement, and the rights and obligations of the parties hereto, shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to its principles of conflict of laws. Any suit or proceeding hereunder shall be brought ONLY in Dallas County, Texas, and each party consents to the personal jurisdiction of the courts, state and federal, located therein. Licensee agrees to waive any objection that the state or federal courts of Dallas County, Texas, are an inconvenient forum. 14. Breach by Licensee. In the unlikely event of a breach of this Agreement by Licensee, the licenses granted herein shall automatically terminate and the Licensee shall reimburse the Licensor for any and all costs (including but p. 3 of 4
not limited to attorney s fees and expenses and court and/or arbitration costs) incurred by the Licensor for the purposes of obtaining remedy for and as a result of said breach. 15. Waiver. No amendment or waiver of any provision of this Agreement, nor consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by an authorized representative of each party hereto, and then such waiver or consent shall be effective only in a specific instance and for the specific purpose for which given. No failure on the part of a party hereto to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies provided in this Agreement are cumulative and not exclusive of any remedies provided by law. 16. Amendment. No change, termination, waiver, amendment or modification of any of the provisions hereof shall be binding upon the Parties, unless in writing signed by duly authorized representatives of the parties. 17. Dispute Resolution. Any claim, action, dispute or controversy of any kind arising out of, in connection with, or relating to this Agreement or concerning any aspect of performance by any party under the terms of this Agreement (a Dispute ) shall be resolved by mandatory and binding arbitration administered by the American Arbitration Association (the AAA ) pursuant to the Federal Arbitration Act (Title 9 of the United States Code) in accordance with this Agreement and the then-applicable Commercial Arbitration Rules of the AAA. The parties acknowledge and agree that the transactions evidenced and contemplated hereby involve commerce as contemplated in Section 2 of the Federal Arbitration Act. If Title 9 of the United States Code is inapplicable to any such Dispute for any reason, such arbitration shall be conducted pursuant to the Texas General Arbitration Act (V.T.C.A., Civil Practice & Remedies Code Section 171.001, et. seq. Vernon 1997), this Agreement and the then-applicable Commercial Arbitration Rules of the AAA. To the extent that any inconsistency exists between this Agreement and the foregoing statutes or rules, this Agreement shall control. Arbitration proceedings shall be conducted in Dallas, Texas. Notwithstanding the foregoing, the fact that arbitration is or may be allowed will not impair the exercise of any termination rights under this Agreement or rights to seek injunctive or other equitable relief. Wherefore the parties below execute and acknowledge this Agreement. Licensee: by: LICENSEE NAME Date Licensor: by: NAME Date Executive Director, The Sixth Floor Museum at Dealey Plaza p. 4 of 4