Artwork

Licensing Agreement For Artwork: Top Five Key Terms

A license agreement of artwork is a contract in which an artist grants permission to a client for using their work by granting them a license to promote an item or brand. The terms of the licensing agreement are unambiguous, as determined by the artist, making the requirements obvious as to how the licensee is authorized to use the work and the artist gets the reward for its usage.

If you’re interested to know more about Licensing Agreement as a whole, read the Article below:
Licensing Agreement For Artwork: Top Five Key Terms

Understanding Licensing Agreement

10 Tips of Licensing Agreements You Should Take Into Consideration

However, Artists usually neglect the fact that they are entitled to have payments from collectors or customers for the use of their works.

When an artist submits its work to a client for use, or a client contacts you regarding the usage of the work, this is wherein, a license agreement plays an essential role for your protection and the originality of your work against a client who may use your work without your knowledge or consent.

For understanding the importance of Licensing Agreement for Artwork, we shall move to a situation-

Max (an author) Publishes its book named “XYZ” in hard copies as well as on online platforms, who have gone through the procedure of the licensing agreement, in result, he gave permission to several publishers, bookstore and online platforms to use his work and also, has reserved all rights on its original work.

Now, Maya(buyer) purchases the XYZ from a bookstore, made several copies of XYZ, and tries to sell the XYZ in the market as an author to the same, which hampered the reputation as well as income of Max.

Herein, Max filed a suit of Copyright infringement against Maya. As, Max already has reserved all the rights of XYZ and gave permission through licensing agreement to several clients wherein, Maya was not included. The court held the case in favor of Max and penalized Maya for her act.

The Copyright Act provides rights to the owner of the Copyrighted work as followed:

The right to produce copies of your work

This is the most evident right obtained following copyright protection. This right allows the copyright owner to reproduce copies of the copyrighted work in any format. Prior to reproduction, the author’s permission is necessary unless it can be demonstrated that such reproducing is not intended to generate any commercial benefits.

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The right to change or modify your work

The copyright owner has the right to utilize his work in a variety of ways, including modifications and translations. Making a movie based on a novel is an example of adaptation, and in this case, the authorization of the owner is essential to create any derivative work. Certain other rights of the owner come into play in certain instances, such as the right to integrity, which protects the owner against distortion, defacement, or alteration of his work in a way that is injurious to his reputation.

The right to distribute your work

The right to distribution of the work is a subset of the right to reproduce. The owner of the copyright may distribute his work in any way he sees suitable. The owner may also transfer all or portion of his or her rights to another individual. For example, the owner may give permission to anybody to use his work for translation purposes

The right to publicly display your work

The copyright owner enjoys the right to publicly perform his works. For instance, the owner may present skits or may perform at several events and etc. It also includes the right to make available its work on online platforms to the public. 

The right to create offshoots of your work that is originally based on your work

This right allows a copyright owner to control, in which way its work shall be performed “publicly”, which means the performance of a work is deemed to be public, when it is broadcast in several venues, such as on television or radio. However, renting a video and showing it in a public park or theatre without permission would breach the right. This right has the same concept as mentioned above about the right to display the work.

Elements of the Licensing Agreement

  1. Licensing agreements are written legal contracts between two or more parties licensor and a licensee.
  2. The contract specifies the sort of agreement, the duration of the agreement, when payments and royalties are due, and the extent to which licencing is permitted.
  3. It also permits both parties to maintain control over some aspects of the transaction, such as confidentiality and how a product or service is promoted.

Therefore, in effect, the contract specifies what both parties are expected to do.

Sample of Licensing Agreement (for reproduction)

THIS AGREEMENT is made the_____ day of

BETWEEN

of

(hereinafter called “the Artist”) of the one part

AND [ ], a limited liability company having its registered office and principal place of business at

(hereinafter called “the Licensee”) of the other part

WHEREAS:

  1. The Licensee operates a business selling high quality reproductions of original works of art.
  2. The Artist is the creator of original works of visual art and is willing to licence the reproduction of certain artworks to the Licensee on the terms herein contained.

IT IS HEREBY AGREED as follows:

Sole License 

  1. The Artist hereby grants to the Licensee a sole licence to do any and all of the following things in relation to the works of art specified in the First Schedule hereto (“the Artworks”):
  1. To reproduce the Artworks as part of the Licensee’s inventory, in the manner described in clause 2 below.
  2. To advertise for sale and to sell such reproductions to the public.
  3. The Artist acknowledges that, the Licence herein being a sole Licence, the Artist shall refrain from appointing another agent or third party to exercise any of the rights hereby granted in respect of the Artworks.

Manner of Reproduction

  1. a) All reproductions for sale shall be Giclee onto printing canvas, stretched canvas or archival paper. All such reproductions shall be in full colour, and shall be full size.

b) The Licensee shall however be at liberty to make and publish (including on its website) reduced-size copies of the Artworks for the purpose only of advertising the sale of the reproductions. In the case of online advertising, the copies shall be low-resolution copies.

Intellectual property

  1. The ownership of the original Artworks, and the copyright therein shall remain vested in the Artist, subject to the terms of this Agreement. No rights in the Artworks, other than those herein licensed, shall be exercised by the Licensee

Sale of original work

  1. In the event of sale of the original Artworks, the Artist shall make the purchaser aware of the terms of this Agreement.

The Territory

  1. The rights hereby granted may be exercised by the Licensee in any part of the world.

The Term

  1. Subject to the termination provisions contained at clause 13 below, the term of this Agreement shall be 2 years from the date hereof

Obligations of the Licensee

  1. The Licensee shall, during the term of this Agreement, actively promote the sale of reproductions of the Artworks, and in general shall seek to exercise the rights hereby granted to the advantage of both parties

Sale Price

  1. The Licensor shall be at liberty to fix the sale price of the reproductions.

Royalties

  1. The Licensee shall pay the Licensor [ ] % of the gross value of the sale of each reproduction of the Artworks (excluding VAT), or [] per reproduction, whichever is greater.
  1. The Licensee shall keep proper records of all income earned in connection with the Artworks, and shall account to the Artist twice yearly, at the same time discharging all monies then due to the Artist by the Licensee.
  1. The Licensee shall, upon 14 days-notice, permit the Artist to inspect all records of the Licensee relating to the exercise of the rights hereby granted.

Warranty and Indemnity

  1. The Artist warrants that he or she is the creator of the original  Artworks; that all rights, including the copyright, in the said works are vested exclusively in the Artist; that the  Artist  has  full  right  and authority to enter into this Agreement; and that the use of the Artworks in the manner envisaged by this Agreement will not to the knowledge of the Artist infringe the rights of any third party. The Artist further indemnifies the Licensee against all costs demands claims and proceedings arising in connection with a breach of this warranty. The provisions of this clause shall survive termination of this Agreement

Moral Rights

  1. The Licensee undertakes to respect and observe the Artist’s moral rights of paternity (the right to be identified as the creator of the work) and integrity (the right to preserve the work from derogatory mutilation and distortion.

Termination

  1. (i) This Agreement may be terminated by either party, on giving   3 months-notice in writing to the other, in the event that no income is realised from the Artworks through the efforts of the Licensee for any consecutive period of 3 months.

This Agreement may be terminated by either party in the event of a material breach of the terms hereof by the other party

  1. This Agreement shall automatically determine in the event of the insolvency of the other party
  2. Termination shall be without prejudice to the right of either party to redress for any antecedent breach of this Agreement
  3. Upon termination of this Agreement, whether through expiration of the term hereby granted or for any other reason, the Licensee shall cease  to  exercise  the  rights  hereby  granted,  and shall deliver to the Licensee all (if any) unsold reproductions in the possession of the Licensee, upon payment by the Licensor of a sum equal to the direct cost  of  the  reproduction  incurred  by the Licensee, such sum to be vouched by the Licensee.

Successors

  1. This Agreement shall ensure to the benefit of and shall bind the parties hereto, and (in the case of the Artist) his or her executors and assigns, and (in the case of the Licensee) its successors and assigns.

Confidentiality

  1. The Artist agrees to keep confidential the terms of this Agreement.

General

  1. This Agreement is personal to the parties hereto and may not be assigned by either party without the prior written consent of the other party.
  2. Any notice to be given pursuant to the terms of this Agreement shall be sent by registered post to the recipient thereof at the address specified on page 1 of this agreement, or such other address as may have been notified to the party giving the notice 
  3. The parties agree to mediate any dispute arising between them relating to the terms of this Agreement, using a single mediator acceptable to both parties, and in default of agreement to be appointed by the President for the time being of the Mediators’ Institute of Ireland.
  4. Any amendment to this Agreement shall be in writing signed by both parties hereto.
  5. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings.

IN WITNESS whereof the parties hereto have executed this Agreement the day and year first herein written…

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