270 Legal [Sample Agreements]

Music Copyright License Agreement

270Legal — Tue, 17 Aug 2010 01:54:42 +0000

1. Licensed Content: Party A shall license Party B to use any music works
under its administration in the manners as required in Article 1 (2) hereof.

2. Licensed Songs: A total of 2,500 songs. After this Agreement becomes
effective, Party A shall license Party B to use 1,000 musical products named in
Attachment 1 hereto. In addition, Party B shall have the right to select
additional 1,500 musical products for use from the musical products administered
by Party A as licensed songs (hereinafter referred to as “Additional Songs”)
from time to time according to market demand and the need of the Subscribers.
The parties hereto shall execute a supplemental agreement in writing to define
the scope of these Additional Songs. A list of licensed songs attached hereto as
an attachment shall be an integral part of this Agreement and shall take effect
after it is affixed with the across perforation seal of Party A.

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Web Layout Copyright Agreement

270Legal — Tue, 17 Aug 2010 01:46:12 +0000

1. Granting of License
1.1 The Web Layout Copyright
1.1.1 Upon the terms and conditions hereinafter set forth, the Licensor hereby grants to the Licensee and the Licensee hereby accepts the right to use the Copyright in the PRC.

1.1.2 The Licensor shall have the sole and exclusive ownership of the Copyright, including all improvements, updates, derivative products and intellectual property rights thereof, whether such improvements, updates, derivative products and intellectual property rights are made by the Licensor or the Licensee. The rights and obligations under this paragraph shall survive the termination of this Agreement.
1.2 Scope
1.2.1 The right to use the Copyright granted by the Licensor to the Licensee is effective only for the business operation of the Websites by the Licensee. The Licensee agrees that it will not use, or authorize any use, directly or indirectly, of the Copyright on any other website or media, unless otherwise provided for in this Agreement.
1.2.2 The right to use the Copyright granted by the Licensor to the Licensee is effective only in the PRC. The Licensee agrees not to use or authorize any use of the Copyright, directly or indirectly, in any other region.
1.2.3 The Licensor shall not license a third party to use the Copyright without the consent of the Licensee.

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Distribution Agreement

270Legal — Tue, 17 Aug 2010 01:40:36 +0000

5) Licensing & Fees

a)
Network will provide Company with an initial 60 hours of Content as follows: 30 hours in month #1, and an additional 30 hours in month #2, and will continue to deliver Content on a monthly basis as specified in Section 10 below.

b)
Individual Titles as listed in Appendix A and provided by Network will be available for Company usage, as defined herein, for one year, limited to the three-year term of this agreement. Upon expiration of individual titles, Company may continue usage of expired titles as “New Content” as required in Paragraph 10 below, to maintain programming needs.

c)
For all rights described herein, Company will pay Network a licensing fee of $150,000 annually for three years, for a total licensing fee of $450,000, to be paid as follows:

i)
$25,000 upon the Effective Date of this Agreement for the initial 60 hours of Content, and

ii)
$12,500 in monthly installments beginning the second month from the time content initially airs, not to exceed thirty (30) days from initial delivery date, and continuing for each of the remaining 34 months of the Term as defined in point 7 below.

d)
Upon the Effective Date of this agreement, Company will pay Network $12,500 to be deducted from the final payment of year 3, and $12,500 upon receipt of the first 60 hours of content.

6) Advertising and Merchandising Revenue:
The Parties agree that all Advertising Revenue derived as a result of this agreement shall be retained by Company. Merchandising Revenue shall not be included in this agreement, and any Merchandising ventures desired to be undertaken by the Company to create, license or sell merchandise in relation to the Content being distributed by Company shall be negotiated with Network separately.

a)
“Advertising Revenue” shall mean gross commercial advertising revenue (less applicable agency commissions) actually received from the insertion of Commercial Spots.
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b)
“Merchandise” shall mean a videocassette and/or DVD of any kind, or any other product based on the Content or bearing Network’s Marks.

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Collaboration Agreement

270Legal — Fri, 28 May 2010 03:29:10 +0000

Research & Development.

1. Four Year R&D Plan. Without limiting Section III(B)(1), as promptly as practicable after the A&R Agreement Effective Date, and in any case no later than December 31, 2004, the parties will use their reasonable best efforts to develop and agree to a rolling four-year research and development plan and budget, updated annually (the “Four Year R&D Plan”) for global annual research and development spending. The initial Four Year R&D Plan will cover the period from January 1, 2005 through December 31, 2008. The initial Four Year R&D Plan will consist of those life cycle management programs set forth on Schedule III(G)(1) (the “Current Programs”) and life cycle management programs foreseen at the time of the development of such Four Year R&D Plan (the “Future Programs” and, together with the Current Programs, the “Life Cycle Programs”). All Current Programs will remain funded as set forth on Schedule III(G)(1).

2. Modifications. Except as set forth in Section XVIII or in this Section III(G)(2), neither party shall terminate any ongoing Life Cycle Program or amend any Four Year R&D Plan, in each case that is approved in connection with the budget and forecast process described in Section III(B)(1), without the consent of the other party. Notwithstanding the foregoing, if either party in good faith believes that a significant safety concern relating to a Life Cycle Program exists and the other party does not consent to a termination of such Life Cycle Program in connection therewith, then the parties will within five (5) Business Days agree upon and appoint a non-Affiliate third party that is familiar with medical safety issues in the pharmaceutical industry (an “Industry Expert”) or, if the parties cannot so agree on one Industry Expert, each party will designate its own Industry Expert and such Industry Experts will jointly appoint a third Industry Expert within five (5) Business Days. The Industry Expert appointed pursuant to the preceding sentence will resolve the dispute within five (5) Business Days of their appointment.
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Collaboration Agreement

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Professional Services Agreement

270Legal — Mon, 17 May 2010 03:26:11 +0000

10. TERMINATION WITHOUT CAUSE. Without cause, either Party may terminate this Agreement after giving fourteen (14) calendar days prior written notice to the other of intent to terminate without cause. The Parties shall deal with each other in good faith during the 14-day period after any notice of intent to terminate without cause has been given.
11. TERMINATION WITH CAUSE. With reasonable cause, either Party may terminate this Agreement effective immediately upon providing written notice of termination for cause. Reasonable cause shall include, but not limited to:
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Website Development Agreement

270Legal — Mon, 17 May 2010 03:21:54 +0000

2. Reproduction rights.

a. The Reproduction Rights set forth herein in this Section 2 to the Customer shall take place and be effective only upon payment in full by the Customer under the terms and time periods of this Agreement.

b. The services provided by Consultant under this agreement (the “Services”) and all materials, products, and modifications developed by or prepared for Customer by Consultant under this agreement and are the property of the Customer, and all right, title, and interest therein shall vest in Customer and shall be deemed a “work made for hire” made in the course of the services rendered hereunder. To the extent that title to any such works may not vest in Customer by operation of law, or such works may not be considered works made for hire, all right, title, and interest therein are hereby irrevocably assigned to Customer exclusively throughout the world. All such material shall belong exclusively to Customer and Customer shall have the right to obtain and hold in Customer’s own name copyrights, patents, and trademark registrations, and any other form of protection appropriate to the subject matter, and any extensions and renewals thereof, except for the trademark, logo, or identification of the Consultant or any archival photos, artwork, audio, or video which are in the public domain or any licensed software within the Website.

Consultant agrees to give Customer and any person designated by Customer any reasonable assistance required to perfect the rights defined in this section upon payment of all fees hereinabove set forth.
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Commercial Lease

270Legal — Mon, 10 May 2010 23:33:09 +0000

Take care that personnel does not park in the areas common to the building, prohibit all manner of shouting or noises, in particular at the moment when they enter and leave the building, so that the peace of the building is not disturbed by their presence.

No messy or noisy animals shall be allowed.

Act as a substitute to the Lessor on all complaints which may be raised by a neighbor, the Lessor must never have to be worried on this subject.

No public sale shall take place in the locales rented at any time, even after failure of the business or bankruptcy.

Once the Lessee has received or given notice to vacate, during the last six months of the lease, the Lessor shall have the right to make and put up a sign, at the site of his choice, indicating that the locales are to be rented. The Lessee shall be open for business on all business days from 10 AM to noon and from 2:00 PM to 5:00 PM. It will be also thus in the event of a sale of the rented locales.
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Commercial Lease

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OEM Agreement and Manufacturing Support Agreement

270Legal — Wed, 07 Apr 2010 04:02:25 +0000

16.4 Insurance. Each Party shall maintain, from the effective date through the fifth anniversary of the expiration date of the Term, a policy of insurance for product claims. Such policy shall (i) have a per occurrence limit of at least $10 million and an annual aggregate limit of at least $10 million, (ii) name the other Party as an additional insured and (iii) provide for at least 30 days’ advance written notice to the other Party of cancellation or material change in coverage. Each Party shall provide evidence of such coverage to the other Party promptly following execution of this Agreement and annually thereafter. If a Party breaches its obligation to maintain insurance, (x) the Party shall have the right to obtain coverage as required on the other Party’s behalf and at the other Party’s expense, (y) the party obtaining the insurance shall have the right to set-off the cost of such coverage against any payment owed to the other Party and (z) the other Party shall indemnify the Party obtaining the insurance from and against all costs and expenses associated with obtaining such coverage. Notwithstanding the foregoing, insurance requirement under clause (i) above, TechniScan shall be able to maintain a policy of insurance for product claims with a per occurrence limit of at least $1 million and an annual aggregate limit of at least $2 million until the Effective Date under the Distribution Agreement.

16.5 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY IN RESPECT OF ANY INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS.
OEM Agreement and Manufacturing Support Agreement

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Distribution Agreement

270Legal — Wed, 07 Apr 2010 03:59:32 +0000

ARTICLE 2
Scope of the Agreement
2.1 SELLER hereby grants DISTRIBUTOR an exclusive right and license to: (i) promote, market, sell and distribute the Products to End Users in the Territory during the Term directly and through its dealer and distribution channels; (ii) use the Products as reasonably required in connection with such marketing and distribution, including without limitation as necessary to provide service in connection with such Products; (iii) sublicense End Users to use the Products; (iv) translate, modify, and copy, in whole or in part, and distribute any of SELLER’s Sales Literarure or other marketing documentation pertaining to the Products at no additional charge and (v) such other rights and license as may be reasonably required in connection with the foregoing, including a license to SELLER’s patents, copyrights, trademarks, trade secrets and other intellectual property rights related to the Products, as specified in the OEM Agreement. SELLER shall not directly or indirectly sell or permit the promotion, marketing, sale or distribution of Products in the Territory except as provided in this Agreement.
2.2 DISTRIBUTOR shall undertake at its own expense to (a) use commercially reasonable efforts to promote the distribution of Products in the Territory and maintain an office and an adequate marketing organization for such activities; (b) maintain close liaison with the End Users and advise SELLER of any requirements expressed by End Users in a timely manner. DISTRIBUTOR shall have the right to affix DISTRIBUTOR’s own label or marking on the Products; provided such label is not larger than the label of SELLER and does not indicate DISTRIBUTOR as the manufacturer of the entire Product.
2.3 SELLER shall, where reasonably requested by DISTRIBUTOR, be available and provide at its own cost technical support to DISTRIBUTOR in its marketing and sales activities, road shows, exhibitions, press reporting and interviews. All other marketing activities expenses shall be borne by DISTRIBUTOR. SELLER shall perform at its own cost (for its employees and expenses) two initial instruction programs to DISTRIBUTOR’s sales organizations in the Territory.
Distribution Agreement

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Support Services Agreement

270Legal — Wed, 07 Apr 2010 03:55:09 +0000

9.3 Governing Law; Forum. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of California, as such laws are applied to agreements entered into and to be performed entirely within California between California residents. Each of the parties irrevocably consents to the exclusive personal jurisdiction of the federal and state courts located in California, as applicable, for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or any judgment of such federal or state courts located in California, such personal jurisdiction shall be nonexclusive.
9.4 Force Majeure. If either party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, terrorist act, civil commotion, riot, fire, earthquake, or natural disaster, or other causes (except financial causes) beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such event.
9.5 Severability. If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.
Support Services Agreement

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