Noso, LLC ARTIST LICENSING AGREEMENT
This Artist Licensing Agreement (the “AGREEMENT”) is entered into effective this date, __________________________ between ___________________________ (“ARTIST”) and Noso, LLC dba Noso Patches (“CLIENT”). All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries.
Scope of this Agreement. This Agreement applies to any image, graphics, digital assets, or digital images created or taken by Artist and delivered to the Client (collectively known as “Artwork”). This Agreement governs the entire relationship between the parties concerning the subject matter of this Agreement, and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.
Definitions. “Artwork” is defined as final versions of __________________________________________________________________
Final patch product features Artwork on Noso Patches Patent Pending technology (the “Product”). Final Product with Artwork will be identified and marketed as Noso Patches ArtFix by ________________. Any inadvertent or accidental failure to credit Artist shall not be considered a material breach of this Agreement, and Client will promptly undertake commercially reasonable efforts to correct any such failure.
Rights: Subject to the licensed rights set forth in this Agreement, all Artwork and rights relating to them, including copyright and ownership rights in the media in which the Artwork are stored, remain the sole and exclusive property of the Artist. The artist warrants that it is their original work and not infringing on any third party. Artist hereby grants to Client an irrevocable, worldwide, perpetual, non-exclusive right and license to alter, modify, apply and make use of the Artwork on the Product in any form, including use of the Artwork in any and all images, marketing and promotion associated with the Product.
Creation: The manner and method of creating any image is solely at the discretion of Artist and the Client has no right to control Artist’s manner and method of performance under this Agreement. Artist will use his/her best efforts to: (a) ensure that the Artwork conform to Client’s specifications; and (b) submit all Artwork to Client in publishable quality, on or before the applicable deadlines.
Royalty Fees: As consideration for this license, Client shall pay Artist 10.0% percent of the Net Sales Proceeds actually received by Client from the Licensed Product (the “License Fee”). For the purposes of this Section, Net Sales Proceeds shall mean payments actually received by Client after any third party deductions or setoffs arising from the sale and distribution of the Licensed Product. The License Fee is payable by Client quarterly within 30 business days following the end of each calendar quarter. First quarter is January, February & March, second quarter it April, May & June, third quarter is July, August & September, and further quarter is October, November & December. Agreement applies only to direct to consumer sales. Major retailer accounts shall be subject to an additional licensing agreement between the parties.
Marketing: Artist agrees to promote their Noso-licensed Artwork on social media platform Instagram on a bimonthly basis for (1) year after launch of Artwork.
Artist must post to their gallery/feed once every other month (x6 annually) highlighting their collaboration with Noso Patches. Artist agrees to tag @nosopatches within the post and must use at least three (x3) of the following hashtags: #nosopatches #noso #patchtheplanet #patchdazzle #lovetheoneyouhave #patchpowertothepeople #theextrabutton #uptoyou
If Artist has separate accounts for Artwork vs. Personal posts, artist will post to both accounts or to whichever account holds the greater number of followers.
Artist must post to their story every other month (x6 annually) as a corollary to the gallery post noted above (ideally in the same week). This Instagram story is also to highlight their collaboration with Noso Patches. Artist agrees to tag @nosopatches within the story. If Artist has separate accounts for Artwork vs. Personal posts, artist will post to both accounts or to whichever account holds the greater number of followers.
Noso will feature the Artists collaboration on their Instagram and newsletter within one (1) month of the product launch. Noso agrees to add three (x3) consecutive posts to their gallery/feed highlighting their collaboration with the Artist. Noso agrees to tag the artist with their Instagram handle and any three (x3) hashtags of the Artists’ choosing.
Noso agrees to highlight their collaboration with the Artist in their story the same week as making the corollary posts noted above. Noso agrees to tag the artist with their Instagram handle.
Noso agrees to feature the Artist in at least one (x1) newsletter following the launch of the product(s). Noso agrees to link part of the newsletter to the Artist’s portfolio, Instagram, or whichever social media channel the Artist chooses.
Noso Retains the right to circle back and feature artist collaboration in promotions, internal brand campaigns, etc.
Non-disclosure agreement. Both parties agree not to disclose trade secrets, including any non-public information regarding the other party and the terms of this Agreement. Client shall retain all right, title in interest in Client’s products, trademarks, tradenames, processes, client data and any other information or materials associated with Client’s business.
No Exclusivity: This Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Artist, and Artist shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Artist, subject to the confidentiality obligations set forth above.
Non-compete agreement. Artist cannot license the Artwork, or any image or design substantially similar to the Artwork to another embroidered, embellishment, decorative iron on, sew on or repair patch manufacturer for sale of products of a similar nature.
Remedies and Limitation on Damages. In no event shall Artist be entitled to injunctive relief arising from Client’s default under this Agreement or licensed rights granted herein, and Artist hereby waives her right to seek an injunction or any other equitable relief accordingly. Artist shall not be entitled to any consequential, punitive, or exemplary damages of any kind.
Transfer and Assignment: Client may freely assign or transfer this Agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and signed by the parties.
Term. This Agreement shall be in effect from the effective date above until terminated by Client upon written notice to Artist. In the event of termination, the licensed rights set forth in this Agreement shall terminate upon the sale of the remaining inventory of Licensed Product, at which time Client shall provide a final accounting and payment of the License Fees.
Indemnification: Artist will indemnify and defend Client against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Artwork or materials furnished by Artist.
General Law/Arbitration: This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Wyoming. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in Teton County, Wyoming, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.
Severability: If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.
Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.IN WITNESS WHEREOF, the parties have caused this Artist Licensing Agreement to be duly executed as of the dates written below.