BROKERED ARTIST LICENSE AGREEMENT

(Please enter your information in the yellow boxes.)

This License Agreement (this agreement) sets forth the terms and conditions of a developer-publisher arrangement between

(name, also referred to as the “Licensor” and “Vendor”)	

located at

	
(street address, city, state, ZIP)	

and payments will be sent to:

(Fill in your PayPal ID or "Pay by check" if you prefer payments to be mailed to you)	
See “SECTION 3 – CONSIDERATION” for licensor payment terms.

Your Social Security Number or FEIN (if filing as a corporation)	
See “SECTION 3.5 – INCOME REPORTING”

(licensor)

Vanishing Point, Inc
John Hoagland, owner	
(name, here on, referred to as the “WEBSITE”)	

located at:

5671 Berwood Dr; Orlando, FL 32810	
(physical street address, city, state, ZIP)	

and is deemed effective by the parties hereto as of

(today’s date)	

For the considerations, promises, warranties, and covenants set forth herein, the parties to this agreement hereby agree as follows:

SECTION 1- DEFINITIONS

1.1 Licensed Products
The Licensed Products: shall mean any and all three-dimensional computer models, objects, datasets, databases, textures, images, products, designs and other digital subject matter, which may be downloaded from a website or sold as a CD.

1.2 Licensed Intellectual Property.
Licensed Intellectual Property shall mean any and all patents, trade secrets, copyrights, trademarks, trade names, license rights, and any other intellectual property, which relate to or form any part of the Licensed Products listed above.

1.3 Net Sales Revenue.
The Net Sales Revenue for the Licensed Products shall be the gross sales price(s) paid for the Licensed Product(s) sold on the WEBSITE, minus rebates, refunds, discounts, and the like. The Vendor shall receive payment as set forth in Section 3 of this agreement.

SECTION 2 - LICENSE

2.1 Grant of License.
Licensor hereby grants to the WEBSITE, and the WEBSITE hereby accepts, (a) a worldwide, perpetual license to publish, market, distribute, sell and translate all Licensed Products and Licensed Intellectual Property, and (b) a worldwide, perpetual license to use, modify, reproduce and otherwise exploit the same, and use generally all trademarks, trade names and service marks of Licensor for the WEBSITE's marketing purposes (all of which licenses are referred to herein collectively as the License).

2.2 Restrictions of License.
The license rights in Section 2.1 does not grant the WEBSITE the right to modify Licensed Products in any manner to create derivative works without prior written consent from the Licensor.

2.3 Licensor's License.
Licensor shall retain a right to use the Licensed Products under the WEBSITE's standard end user license agreement.

2.4 Future Licensed Products.
Each future Licensor product added to this Agreement by mutual agreement of the parties shall be described in an Addendum to Exhibit A hereto and labeled Exhibit A-1, Exhibit A-2, and so forth, signed by both parties, and shall thereafter be treated in all respects as a Licensed Product under this Agreement from that time forward. Each Addendum to Exhibit A may also contain royalty rates applicable only to the products described in that addendum. If no royalty rates are included in the addendum, the royalty rates referenced in Sections 3.1 and 3.2 shall apply.

2.5 Listing Period
By agreeing to sell the Licensed Product on the WEBSITE, the Licensor agrees to list the product for a minimum of NINETY (90) days. If the Licensor requests that the product be deleted before the NINETY day period, just cause must be given, and the WEBSITE reserves the right to accept or reject the Licensor's reason for removing the Licensed Product.

SECTION 3 - CONSIDERATION

3.0 Royalty.
Licensor shall be entitled to a Royalty payment of 60%, for any original product, based on the Licensed Product’s net sales price, as stated in section 1.3. If the Licensor converts, optimizes, or in way adapts a product owned by another artist, Licensor shall be entitled to a 20% Royalty payment.
The Licensor can choose to receive payment via PayPal, by company check or by money order, and may be changed at any time.
The WEBSITE reserves the right to change or adjust this Royalty payment as needed, to remain competitive with the Royalty payment rates of similar brokering sites. If the WEBSITE chooses to change this Royalty rate, all existing products will be “grandfathered” in and the Licensor will continue to receive the existing Royalty rate.

3.1 Royalty Payment Method 1: PayPal:
The WEBSITE shall pay to Licensor the Royalty due via the online payment service called “PayPal” (located at http://www.paypal.com). For this reason, the Licensor is required to have an account with PayPal that can receive a “PayPal Money Transfer”. In most cases, the “basic” account (offered for free by PayPal) will be sufficient. The WEBSITE assumes no responsibility for, nor can control any, technical issues that may occur at the PayPal website. If an issue arises with the transfer of money, due to an issue with the PayPal service, the WESBITE will make a reasonable effort to make sure the transaction of payment to the Licensor is completed.

The WEBSITE shall pay to Licensor the Royalty due under paragraph 3.0 on a monthly basis. When the WEBSITE receives an e-mail (from PayPal) that a buyer has made a payment, the WEBSITE will track this information to determine the revenue due to the artist (as set forth above). At the end of each month, the sales information will be totaled and the funds will be electronically transferred to the Licensor's PayPal account.

3.2 Royalty Payment Method 2: Company Check or Money Order:
If the Licensor is uncomfortable using PayPal, the WEBSITE will issue a company check or a money order to the Licensor. 

The WEBSITE shall pay to Licensor the Royalty due under paragraph 3.0 on a monthly basis. At the end of each month, the sales information will be totaled; a check (or money order) will be issued for the amount, and then mailed (via regular US Postal Service) to the Licensor's name and address, in Section 1, above.

3.3 The Royalty and Net Sales Revenue shall be determined according to the definitions set forth above and, in the event of any uncertainty beyond said definitions, in accordance with generally accepted accounting principles consistently applied. The WEBSITE shall be responsible for maintaining adequate books and records for this purpose and shall make such books and records available to Licensor for inspection upon reasonable notice during reasonable business hours.

3.4 No Royalty Obligation.
The WEBSITE shall have no Royalty obligation to Licensor for copies of any Licensed Products used by the WEBSITE for demonstration, evaluation or advertising purposes. Distribution of all such copies shall be agreed upon by both parties.

3.5 Income Reporting
By law, the WEBSITE is required to report any payments made to an individual brokered artist whose annual payments exceed $600. The IRS requires that the WEBSITE mail Form 1099-MISC “Miscellaneous Income”, to the brokered artist no later than January 31, which should then be filed with the brokered artist's tax return. A copy of Form 1099-MISC will also be filed with the WEBSITE's annual tax return.
Due to this requirement, the WEBSITE requires that all brokered artists located in the United States include their Social Security Number or FEIN (if filing as a corporation).
Notice: Brokered artists located outside the United States are exempt from this requirement.

SECTION 4 - OWNERSHIP; CONFIDENTIALITY; AND LITIGATION RESPONSIBILITY

4.1 Ownership.
Licensor hereby warrants (a) its exclusive ownership of all Licensed Products and Licensed Intellectual Property submitted to, and for sale on, the WEBSITE.

This Agreement does not, however, transfer actual ownership of the Licensed Product to the WEBSITE. The WEBSITE shall recognize Licensor as the licensor/creator of the Licensed Products in a manner consistent with the way it recognizes all of its other licensors.

4.2 Nondisclosure.
The WEBSITE agrees to treat the Licensed intellectual Property with the same degree of confidentiality with which it protects the WEBSITE's own proprietary products, data and confidential information, if any such confidential material is clearly marked Confidential by Licensor, except for (a) data or confidential information generally available to the public at the time of this Agreement, (b) data or confidential information which later become available to the general public without the WEBSITE's fault, (c) data or confidential information that was rightfully in the possession of the WEBSITE prior to this Agreement, (d) data or confidential information that was lawfully disclosed to the WEBSITE by a third party not under any obligation to Licensor with respect hereto, or (e) data or confidential information that is disclosed to a third party by the WEBSITE with Licensor's prior approval. In order to be deemed confidential for purposes of this paragraph, Licensor must label or otherwise visibly identify any such data or information as confidential or in connection with any delivery of the same to the WEBSITE.

4.3 Obligation to Inform.
Licensor shall promptly inform the WEBSITE of (a) any infringement or alleged infringement of any Licensed Intellectual Property, and (b) any claim, suit or threat that may affect any Licensed Product(s) or the WEBSITE's rights hereunder.

4.4 Right to Bring and Defend Law Suits.
The WEBSITE shall have the right, but not the obligation, to bring, defend, control and settle, in the WEBSITE's name and/or Licensor's name, any lawsuits and arbitrations relating to the Licensed Products and/or the Licensed Intellectual Property.

4.5 Costs and Expenses.
Licensor shall pay all reasonable costs and expenses (including attorneys’ fees) incurred by the WEBSITE in connection with any claim, litigation, or arbitration concerning Licensor's ownership of or rights to any Licensed Products or Licensed Intellectual Property, or the WEBSITE's rights granted hereunder. If Licensor elects to assume primary responsibility for such litigation or arbitration, it shall pay all costs, expenses, and attorneys’ fees incurred therein, and shall consult with the WEBSITE on all proceedings, strategies, and settlements pertaining thereto.

SECTION 5 - ADDITIONAL WARRANTIES

In addition to the other warranties herein, both express and implied, the parties hereto also warrant as follows:

5.1 No Conflict.
Each party warrants that it has the right to enter into this Agreement; that execution of this Agreement has been duly authorized by appropriate consents or resolutions of their respective partners or governing boards; and that this Agreement is not in conflict with any other agreement or obligation.

5.2 Intellectual Property.
Licensor warrants that: (a) Licensor is the sole owner, free and clear, of all Licensed Intellectual Property and the Licensed Products or has a valid license from the owner thereof; (b) all Licensed Intellectual Property rights are valid and enforceable; and (c) the Licensed Products licensed to the WEBSITE under this Agreement will not, when used and exploited by the WEBSITE as permitted under this License, infringe or violate any intellectual property right of any other person or entity.

5.3 Upgrades and Changes to Product
The Licensor reserves the right to change, upgrade, or modify the product as necessary to improve its quality. The Licensor agrees to notify the WEBSITE if said changes will significantly affect the product’s information on the WEBSITE.

5.4 Additional Warranty.
Licensor warrants that: (a) no other license related to any Licensed Products or any Licensed Intellectual Property has been granted to any other person or entity that would contradict, invalidate, or constitute a breach of the License; and (b) no such other license will be granted to any third party during the term hereof.

SECTION 6 - INDEMNIFICATION

In the case of any breach by either party hereto of any express covenant or warranty set forth in this Agreement, the breaching party shall indemnify the non-breaching party and its directors, officers, employees, representatives, and successors against, and hold them harmless from, any and all claims, causes of action, losses, damages, judgments, settlements, liabilities, and costs and expenses (including attorneys fees) arising from any fact or circumstance constituting a breach by Licensor during the term thereof. In addition, the WEBSITE shall have the right to set off against any Royalty owed Licensor by the WEBSITE hereunder any and all amounts owed by Licensor to the WEBSITE under this indemnification or by virtue of any other material breach of this Agreement by Licensor. In order to qualify under this indemnification, any such breach must be the subject of a specific finding of material breach by authorized arbitrators or a court of competent jurisdiction. Payment shall not be deemed a condition precedent to the enforcement of any non-breaching party's rights under this section.

SECTION 7 - TERM AND TERMINATION

The term of the License shall be perpetual, beginning on the effective date of this Agreement (the Term). During the Term, this License can be terminated by either party by sending a fifteen (15) day advanced written notice to the other party expressing the desire to terminate. In the case of a partial discontinuation, this Agreement shall be deemed terminated by the WEBSITE only with respect to those particular Licensed Products discontinued by the WEBSITE, and this Agreement shall remain in full force and effect with respect to all Licensed Products not discontinued.

SECTION 8 - GENERAL PROVISIONS

8.1 Good Faith.
The parties hereto mutually agree to exercise their best efforts in good faith to fulfill the purposes of this Agreement, and to fully cooperate with each other to that end; and, if and to the extent that the consent or cooperation of any third party is required to fulfill the purposes of this Agreement, the parties hereto agree to exercise their best efforts to obtain such consent or, if such consent is not obtainable, to cooperate in any reasonable arrangements designed to provide the parties with benefits or equivalent result of such consent by other reasonable and lawful means. Moreover, the parties agree to execute any other legal documents, and to take any other action, that may be necessary to effectuate the purpose of this Agreement.

8.2 No Fiduciary or Agency Relationship.
The parties hereto expressly disclaim and disavow any partnership, joint venture, fiduciary, agency or employment status or relationship between them and expressly affirm that they have entered into this Agreement as independent contractors and that the same is in all respects an arms-length transaction. No party hereto has the authority to make any representation or warranty or incur any obligation or liability on behalf of any other party hereto, nor shall they make any representation to any third party inconsistent with this paragraph, except to the extent expressly permitted elsewhere in this Agreement.

8.3 Paragraph Headings.
The paragraph headings of this Agreement are inserted only for convenience and in no way define, limit or describe the scope or intent of this Agreement nor affect its terms and provisions.

8.4 Confidentiality.
The parties hereto agree that they will maintain the terms and conditions of this Agreement as confidential, and that neither party hereto shall disclose the terms and conditions of this Agreement to any third party without the express written consent of the other party hereto.

8.5 Governing Law.
This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Florida and the laws of the United States of America. Any litigation or arbitration between the parties shall be conducted in Florida USA, and the parties hereby submit themselves to such jurisdiction and venue. The parties have selected the English language to define, govern, and interpret their rights and obligations under this Agreement.

8.6 Attorneys Fees.
In the event of any litigation or arbitration between the parties, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses, including without limitation all attorneys fees, arbitration fees and court costs, incurred by the non-prevailing party. Such relief shall be in addition to any other relief, award, or damages to which the prevailing party may be entitled.

8.7 Assignments.
The WEBSITE shall not assign this Agreement without first obtaining the written consent of Licensor except in the event of the assignment to a person or entity who purchases or acquires the WEBSITE or substantially all the assets of the WEBSITE.

8.8 Severability.
In the event that any provision of this Agreement, or any operation contemplated hereunder, is found by a court of competent jurisdiction or arbitration to be inconsistent with or contrary to any applicable law, ordinance, or regulation, the latter shall be deemed to control and the Agreement shall be regarded as modified accordingly, consistent with the parties expressed intent and to the maximum extent permitted by law, and the remainder of this Agreement shall continue in full force and effect.

8.9 Survival.
The parties respective obligations, covenants, indemnities, representations, and warranties in this Agreement shall survive termination hereof unless indicated otherwise by their express terms.

8.10 Final Agreement.
This Agreement constitutes the final and complete agreement between the parties concerning the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, written or oral, between the parties with respect thereto. Any modification, revision, or amendment of this Agreement shall not be effective unless made in a writing executed by both of the parties. Any waiver of, or promise not to enforce, any right under this Agreement shall not be enforceable unless evidenced by a writing signed by the party making said waiver or promise.

8.11 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, personal representatives, successors and permitted assigns.

AGREED TO AND ACCEPTED BY:

By signing this contract, electronically, I do hereby state that the above information can be entered into a court of law.

	
(name)	

	
(street address, city, state, ZIP)	

(today’s date)