Selected Papers
MULTIMEDIA LEGAL ISSUES GUIDE
WITH FORM AGREEMENTS
Prepared for:
Minnesota Institute of Legal Education
by
Steven W. Lundberg
Schwegman, Lundberg & Woessner, P.A.
(612) 339-0331
(612) 373-6902
TABLE OF CONTENTS
PART ONE
Legal Issues in Multimedia Development and Licensing
I. Introduction
A. Primary Issues
B. In-House Developments
C. Outside Contractors and Consultants
D. Public Domain Materials
E. Third Party Rights
II. Obtaining Rights
A. Acquiring Ownership Rights
B. Licensing
C. Copyright Permissions and Releases
D. Personal Model Releases
E. Trademark Agreements
III. Types and Kinds of Rights
A. Territory and Field of Use
B. Term of License
C. Artistic Control
IV. Licensing Photographs and Books
A. Reproduction Rights
B. Restrictions on Use of Photographs
C. Licensing of Photographs
D. Ownership of Rights in Photographs
E. Typical Fees for Books
F. Where to Get Book Rights
V. Licensing, Video, Movies and TV Shows
A. Where rights are obtained
B. Movie Company Perspective
C. Rights to Film Clips
D. Typical Fees
E. Television Shows
VI. Music
A. Reproduction Rights
B. Recording vs. Underlying Work
C. Rock Groups
D. License Fees
E. Compulsory Licensing
F. Prorating License Fees
G. Typical License Terms
VII. Software Agreements
A. Generally
B. Public Domain Software
VIII. Resources for Obtaining Clearances
A. East Coast
B. West Coast
C. Music
IX. Legal Notices
A. Legal notice section in multimedia program
B. Notices for labels/packaging/documentation
X. Final Checklist for Multi-Media Project
PART TWO
Copyright Guidelines
What is a copyright?
When do we need to use a copyright notice?
What should the notice look like?
Where should we put the notice?
What about revisions?
Should the copyright be registered?
PART THREE
Form Agreements
I. Introduction
II. Boilerplate Provisions
A. Warranties and Representations
B. Indemnification and Insurance
C. Termination for Cause/No Cause
D. Governing Law and Remedies
E. Legalese
III. Multimedia License Agreement
A. Purpose
B. Introductory Paragraph
C. Whereas Clause
D. Licensed Materials
E. Territory
F. Licensed Product
G. Term and Fee for Materials
H. License Grant
I. Ownership, Credit Warranties
J. Licensor's Indemnification
K. Insurance
L. Miscellaneous
IV. Purpose and Use of Agreement for Consulting/Development Services
A. Purpose
B. Project Definition
C. Creative Control
D. Term and Termination
E. Insurance/Indemnification
F. Confidentiality
G. Ownership/Licensing of Materials
H. List of Required Releases
I. Warranties/Representations of Developer
J. Miscellaneous
V. Purpose and Use of the Release Form
VI. Purpose and Use of the Intellectual Property Rights Agreement
VII. Purpose and Use of Non-Disclosure Agreement
Attachment A: Multimedia License Agreement
Attachment B: Agreement for Consulting/Development Services
Attachment C: Intellectual Property Rights Agreement
Attachment D: Release Form
Attachment E: Nondisclosure Agreement
PART ONE
LEGAL ISSUES IN MULTIMEDIA DEVELOPMENT AND LICENSING
I. Introduction
A. Primary Issues
The primary legal issues in multimedia development and licensing are those in the intellectual property area and the related tort issues of invasion of privacy and the right of publicity.
Most multimedia programs consist of hundreds of different items. Some will be specifically created in-house for the multimedia project while others may be public domain or third party proprietary materials.
B. In-House Developments
In-house developments are easily dealt with --copyrightable materials made by corporate employees are owned by the company. Rights in patents and inventions are assigned to the company in employment agreements.
C. Outside Contractors and Consultants
Contractors or consultants employed on a project basis MUST execute consulting/development agreements that expressly assign all rights to the materials created for the project to the company, and which license preexisting works used to create the materials. Preexisting works are things like revisable stock photos or reusable software programs owned by the contractor or consultant and which "preexist" the consultant's or contractor's work on the project.
D. Public Domain Materials
Public domain and third party proprietary materials are not as easily dealt with.
Public domain materials may not be what they appear to be. For example, while Shakespeare's play Hamlet is itself in the public domain, the Franco Zeffirelli film of the same name is under copyright. A recording of Richard Burton doing the "To be or not to be" soliloquy requires permission from the owner of the copyright in the recording itself, and possibly permission from Mr. Burton's estate--under the numerous state laws governing the right of publicity--to use his resonant (and highly recognizable) voice.
An historical document on Elizabethan England may not be in the public domain, but a contemporary dissertation on the historical document is protected. Use of the entire dissertation may require permission of both the publisher and the author, if the copyright owner is not one and the same.
Similarly, while the likeness of William Shakespeare is no longer protected, the artist's rendering used in the project may be copyrighted--if the artist is still alive, or died within the last fifty years.
Outside of public domain material, virtually nothing recognizable can be used without permission in a multimedia project.
E. Third Party Rights
Inclusion of third party software either "upfront" or behind the scenes, as well as illustrations, photographs and references on packaging and documentation, may involve issues of patent, trade secret and trademark, as well as copyright law.
Other issues include the need to obtain releases for use of third party trademarks (names, logos, product configurations), and in the case of movie clips and certain TV shows, it may be necessary to obtain rights not only from the distributor, but from producers, writers, actors and others having creative input to the project.
II. Obtaining Rights
A. Acquiring Ownership Rights
The ideal solution is to acquire the copyrighted material outright (however, this is often impossible). Once you own the copyright, it is yours to do with as you please-unless of course you are doing it in a country that considers "moral rights" to be inalienable and thus non-assignable with the copyrights itself. In which case you must get written permission from the original artist before you make changes to a work such as painting a mustache on a portrait of a dog.
B. Licensing
The other solution is to obtain a license or release to use the materials or programs. Unless you know the copyright owner has given your company an unlimited site-license (in the case of software) or unlimited permission to use the copyrighted material (i.e., video, cartoons, music) do not assume that because the material has been used in a previous multimedia project it is licensed for use in a subsequent project. It is imperative to check the terms and conditions of previous license agreements before you redistribute or take excerpts from a prior multimedia project. The original license may not cover your new project.
C. Copyright Permissions and Releases
There is no statutory requirement under United States law for a copyright owner to exercise quality control over the use of copyrighted materials. Depending on the desires of the parties and the nature and extent of the proposed use of the copyrighted material, a full license agreement may not be necessary. A permission letter or release form signed by the copyright owner that includes the terms of the permitted use may suffice. Permission letters and release forms are generally acceptable for non-edited use of graphics (including trademarks, logos and software icons that will be used to identify the products of the source of a referenced product), cartoons, charts, photographs, illustrations, music or movie or video clips. If you intend to alter or amend the copyrighted work in any way, be sure to obtain the express right to create a derivative work.
D. Personal Model Releases
Many state laws prohibit the use of a person's name or likeness for commercial purposes without the individual's written consent. Accordingly, all persons whose name or likeness will be used in a multimedia project that is to be commercially distributed or whose purpose is to promote the sale of your company's products (even if it will not itself be "sold") should sign a model release form. References to corporate clients may involve interviews with corporate personnel or visual references to the company's offices or plant. Such references may actually violate a confidentiality provision in an intercompany agreement or otherwise engender bad feelings if prior permission is not obtained. It is wise to require releases executed by an officer of that company and from any individual employees of the company who will be identifiable in the multimedia project.
E. Trademark Agreements
Depending on your proposed use of third party proprietary materials (such as software), you may find that your multimedia project is actually a distribution source. Perhaps you want to use the logos or trademarks of such proprietary materials on your packaging or promotional literature. To the extent you become a link in the trademark owner's distribution chain, or if there is a likelihood that you proposed use of the third party trademark may appear to be a sponsorship of your multimedia project by the trademark owner, you may also need to obtain a trademark license --rather than a permission letter or release--from the trademark owner.
III. Types and Kinds of Rights
A. Territory and Field of Use
1. Geographic
A geographic territorial restriction may take any one of the following forms:
(a) individual countries (e.g. U. S. rights);
(b) worldwide rights; and
(c) regional (e.g. Minnesota).
U.S. rights and foreign rights are often owned by different entities, so be careful.
2. Non-Geographic
Non-geographical field of use restrictions include, for example:
(a) use in a specific market (e.g. high school educational materials, entertainment, products);
(b) use within a price range.
B. Term of License
It is rare to get a "perpetual" license to materials for multimedia projects.
A typical term is five (5) years. A ten (10) year term is about the longest available.
C. Artistic Control
Some copyrighted works are licensed with restrictions on:
1. paternity
(credit - this can be a "moral right" in foreign countries);
2. integrity
(quality/reputation - regulates modification of work - a "moral right" in some countries);
3. disclosure
(control of first publication); and
4. withdrawal
(the ability to recall).
IV. Licensing Photographs and Books
A. Reproduction Rights
1. Reproduction rights
for photographs may be obtained from:
(a) publishers;
(b) photographers; and
(c) stock houses.
B. Restrictions on Use of Photographs
1. Typical restrictions on use include:
(a) size;
(b) color vs. black and white; and
(c) number of uses.
C. Licensing of Photographs
1. Photographs
can be licensed in a variety of ways, including:
(a) royalty;
(b) flat fee;
(c) a term of use (e.g. five years); and
(d) by the number of uses.
D. Ownership of Rights in Photographs
The photographer usually owns all the rights in a photograph. However, the photograph may depict individuals, buildings, products, trademarks, or other copyrighted works (e.g. a sculpture) for which licensing rights must be independently obtained.
E. Typical Fees for Books
In book publishing, a typical fee is $300 for 5-6 pages of text.
For an entire book, the fee is a 5-20% royalty, with an advance of one-to-two years of projected royalties.
F. Where to Get Book Rights
Go to the publisher of the hard-cover book for these rights.
V. Licensing Video, Movies and TV Shows
A. Where rights are obtained
1. Video materials may be obtained from:
(a) studios;
(b) distributors;
(c) stock houses; and
(d) guilds.
B. Movie Company Perspective
Movie companies are currently reluctant to permit the piece-wise distribution of movies. And they think in terms of million dollar deals.
C. Rights to Film Clips
To obtain rights to film clips, the following may be necessary:
1. permission from the studio that produced the movie;
2. permission from every actor in the clip (scale is $1,300);
3. permission from actors, writers, guilds, directors;
4. permission to use audio track rights.
For instance, a clip from the film "West Side Story," would require all the above releases, plus a license from the choreographer.
D. Typical Fees
Typical fees are $5,000 - $12,000/minute, plus the payments to actors, directors, writers, etc.
E. Television Shows
Generally, this is similar to movie rights, but much easier for older shows.
Typical fees are $4,000 to $5,000 per clip.
VI. Music
A. Reproduction Rights
1. The principal reproduction rights for music include:
a. mechanical rights (reproduction on tape or disk);
b. performance (public); and
c. synchronization (synchronize music to video).
B. Recording vs. Underlying Work
A sound recording embodies not only the rights of the performing artist, but also the underlying copyright on the music score. You may need rights for both.
C. Rock Groups
Rock groups are a special problem -- you may need permission from every member of the group, and possibly others, too.
D. License Fees
Music is almost always licensed on a royalty basis, as opposed to a flat fee.
E. Compulsory Licensing
Compulsory licensing of mechanical reproduction rights don't apply to audio- visual works.
F. Prorating License Fees
In negotiating terms, attempt to pro-rate proportion of space on disk to number of works on disc.
G. Typical License Terms
Typical licensing terms are:
1. type of reproduction media (e.g. digital/analog);
2. term (3-5 years typical);
3. first edition limitation;
4. exclusivity rare; and
5. territory (worldwide vs. U.S.).
VII. Software Agreements
A. Generally
Software may be proprietary and contain patented or copyrighted material, in which case you will need a license from the owner to include it in the multimedia project. Software engines that drive the multimedia program usually need to be licensed as fully operational software; software applications that are included for demonstration purposes may be licensed either as fully operational or in crippled form (i.e., the program is incapable of being downloaded from the CD-ROM to a hard drive or won't print or perform usual tasks). Software that has been site-licensed to your company for internal use by employees may need to be re-licensed for the multimedia project if the proposed distribution is outside the scope of the original site-license.
B. Public Domain Software
Be scrupulous about "public domain software"--True public domain software is non-proprietary and may be duplicated and distributed by third parties at will. However, software that is labeled "public domain" may in fact contain additional materials such as music or graphics that is proprietary to a third party. Be sure to carefully review any public domain software that you wish to include in your project.
VIII. Resources for Obtaining Clearances
A. East Coast
Barbara Zimmerman, President
BZ/Rights & Permissions, Inc.
125 West 72nd Street
New York, NY 10023
phone: 212-580-0615 fax: 212-769-9224
B. West Coast
Clearinghouse, LTD.
Address Unknown
C. Music
1. Harry Fox (represents 10,000 music publishers)
2. ASCAP
3. BMI
IX. Legal Notices
A. The legal notices section in a multimedia program should include:
1. Minnesota Institute Legal of Education copyright notice;
2. Third party copyright credits;
3. Minnesota Institute Legal of Education trademark notices; and
4. Third party trademark notices.
B. Notices for labels/packaging/documentation should include:
1. Minnesota Institute Legal of Education copyright notice;
2. Minnesota Institute Legal of Education CD-ROM end user agreement; and
3. Separate "Read Me First" in the CD.
X. Final Checklist for Multi-Media Project
1. Software agreements
2. Copyright releases
3. Model releases
4. Legal notices in CD/ROM packaging
5. Minnesota Institute of Legal Education copyright
6. Minnesota Institute of Legal Education trademark
7. Third party copyright
8. Third party trademark
9. Minnesota Institute Legal of Education CD-ROM end user agreement
Back to table of contents.
PART TWO
COPYRIGHT GUIDELINES
These guidelines are intended to help you, the Minnesota Institute of Legal Education employee, as you prepare and update Minnesota Institute of Legal Education's copyrightable materials. They answer the most frequently asked questions about copyright notice and registration.
What is a copyright?
A copyright gives the "author" of an original "work" the exclusive right to do certain things with his work. For a limited time, only the copyright owner may reproduce the work, distribute the reproductions, display or perform the writing publicly, prepare derivative works based on it, or authorize others to do any of these things.
For copyright purposes, "works" include computer programs, pictorial, graphic and sculptural works, motion pictures and other audiovisual works, sound recordings, pantomimes and choreographic works and literary, musical and dramatic works.
Copyright touches nearly all aspects of Minnesota Institute of Legal Education's business, from its primary products and manuals to its advertisements and promotional videos. Minnesota Institute of Legal Education's exclusive rights in these and other materials are extraordinarily valuable assets. Yet, a proper copyright notice and a disclosure form are all that are needed to insure that Minnesota Institute of Legal Education's copyrights will be protected.
When do we need to use a copyright notice?
Although no longer required by law, you should use a copyright notice whenever you create an original work of authorship, fixed in any tangible form to notify others who use the material that we are claiming copyright.
For example, you should apply a copyright notice to:
advertisements, brochures or other promotional materials
application, demonstrational, or promotional software
artwork, graphics, photographs
books, articles, newsletters, newspapers or magazines
videos, audiovisual works, or other multimedia works
musical compositions or recordings
product manuals
product packaging or labels
speeches
What should the notice look like?
The copyright notice must include:
the © symbol;
the year the work was first published
the owner's name (Minnesota Institute of Legal Education)
the statement "All Rights Reserved."
For example:
© 1994 Minnesota Institute of Legal Education All Rights Reserved
The notice may be in fine print, but may not be so small that it must be read with a magnifying glass or other equipment.
Where should we put the notice?
On software a copyright notice should appear on all of the following:
in the source code
on the opening screen or in an "About" or credit box
on all disk labels
on all manuals
On printed materials, such as manuals and promotional materials, a copyright notice should be printed:
on the title page or the page immediately following
on either side of the front cover
on either side of the back cover
on the first or last page of the main body of the work
On audiovisual works, such as videos, films and multimedia works, a copyright notice should appear on each of the following:
on a screen at the very beginning or very end of the work (or on a screen with the title or credits)
on a label affixed to the housing or container
on all accompanying literature
What about revisions?
If the revision substantively changes the program, manual, or other copyrighted work, and is not merely a bug fix or typing correction, you will need to revise the copyright notice. Simply add the year the revision was released to the existing copyright notice, separating years with a comma.
For example: ©1992, 1993, 1994 Minnesota Institute of Legal Education
All Rights Reserved
This copyright notice tells the user that the work was originally created in 1992, but was revised in 1993 and 1994.
If space is very limited, you can shorten the above notice to "© 1992-94 Minnesota Institute of Legal Education" A dash ("-") between years indicates that revisions were made in consecutive years. But if there was a gap of one or more years between product revisions, you must use a comma, not a dash, between the non-consecutive years.
For example: © 1989-1991, 1993 Minnesota Institute of Legal Education
All Rights Reserved
This notice tells the user that the original produce was released in 1989 and that revisions were made in 1990, 1991 and 1993, skipping 1992.
Should the copyright be registered?
Not necessarily. The moment you create a copyrightable work it automatically enjoys federal copyright protection, whether or not it is registered. But if Minnesota Institute of Legal Education needs to stop someone who is using or copying the work without authorization, it must register the copyright.
If you ever anticipate infringement or have another reason to believe the copyright in your work should be registered, let the Minnesota Institute of Legal Education's Law Department know immediately.
Remember, copyrightable materials should have an appropriate copyright notice whether or not the copyright is registered.
PART THREE
FORM AGREEMENTS
I. Introduction
Standard form agreements empower the project managers to take full control--and ultimate responsibility--for their multimedia projects. By providing the manager with the means to handle the licensing negotiations within the predetermined boundaries, the project remains in the control of the manager and the lawyers are called in only for difficult or unusual circumstances.
Of course, this works successfully only if the standard form agreement anticipates and meets the needs of the multimedia projects undertaken. Accordingly, it may be necessary from time to time to develop different types of standard form agreements to accommodate new patterns of dealings and anticipate problem areas that can be addressed and resolved within the standard form agreement before the manager undertakes negotiations with third parties.
II. Boilerplate Provisions
The boilerplate provisions are the legal heart of the multimedia agreement and are drafted to facilitate a non-negotiating position and make the agreement immediately palatable to the other party. The agreements attempt to be as equitable to both parties as possible.
Since we are trying to obviate the need for negotiation, compromise is built into the agreement from the beginning and it thus starts out at the bottom line negotiating position. By appealing to the lowest common denominator, an attempt is made to maintain the integrity of the agreement across many projects and encourage managers to adhere to the terms of the agreement and not give away anything more.
The reason for this is self-evident. In a multimedia project that requires tens of hundreds of licenses with third parties, it is imperative that all third parties are subject to the same terms and conditions.
Change in a "boilerplate" term for one party may inadvertently create a domino effect, changing the rules for all parties by allowing one contributor to control the project. For example, if 99 developers agree to worldwide distribution and one agrees to US distribution only, then the distribution is limited to the US for all content. Another problem may result if the contributor then uses his success in having renegotiated a more favorable provision in one agreement to try to renegotiate the same or other provisions in subsequent projects.
Typical "boilerplate" provisions included in form agreements are as follows:
A. Warranties and Representations:
To protect the company from claims of infringement and place responsibility on the contributor to clear its product. If the contributor does not own the materials to be licensed you need to ensure that you obtain an authorized WRITTEN sublicense from the copyright owner directly or through the contributor.
B. Indemnification and Insurance:
To protect the company from claims of infringement and product liability and to ensure that a financially unstable contributor is able to meet its indemnification obligations. This is an important concern since the potential exposure to the company could be extremely high due to the number of third party contributions included in each multimedia project. It may also be necessary to consider cross indemnifying the contributor for any of the company's contributors and (if so, a ceiling should be placed on the liability for cross indemnification).
C. Termination for Cause/No Cause:
In order to prevent contributors from pulling out at the last minute and forcing revisions to the project just prior to its shipping date, an agreement should set a time limit for termination by the contributor prior to shipment or disallow termination by the contributor without clause.
D. Governing Law and Remedies:
By setting these terms in advance, you prevent the possibility of numerous actions in different venues with the likelihood of different outcomes.
E. Legalese:
Agree in advance with the business people as to the use of standardized credit references to include the company's trademark and copyright notices as well as third party copyright notices or credits on all product media, packaging, advertisements and other promotional materials, as well as whether any software end-user agreements will be needed.
III. Multimedia License Agreement
A. Purpose.
The purpose of the multimedia license agreement is to obtain rights to materials and/or original works of art to be used in multimedia projects. The main purpose of the agreement is to obtain a written license permitting IVI to use the licensed materials for a term of years in a particular territory in a particular multimedia product. It is not to be used to contract for development services.
B. Introductory Paragraph.
In the introductory paragraph of the agreement, the name of the licensing party and its status (i.e. whether it is a corporation, individual or partnership) should be identified, together with its state of incorporation and its principal place of business.
C. Whereas Clause.
In the "whereas" clause of the agreement, the title of the multimedia project in which the materials are to be incorporated should be identified, as well as the purpose of the multimedia project (i.e., whether it is for educational purposes, entertainment purposes, promotional purposes or other purposes).
D. Licensed Materials.
The licensed "materials" are to be defined in detail in a separate exhibit, named "Exhibit 1". While this definition should be specific, it should also be inclusive, where desired, of revisions, updates, translations, demos, specify whether the materials are to be crippled or fully-functional and so on. This license agreement does not contemplate that the licensed materials will be modified or altered by IVI. If this right is required, it should be specified in the definition of materials in Exhibit 1.
E. Territory.
Paragraph 1B of the agreement specifies the territory of the license. Territories can be geographic or market/channel segments, or any other field of use limitation. If only a geographic territory is specified, the license will be interpreted to include rights to all fields of use.
F. Licensed Product.
Paragraph 1C of the agreement specifies the "licensed product". The licensed product is the IVI product in which the licensed materials will be incorporated. The description in paragraph 1C should include the title of the work and any other qualifications of the work as necessary. Preferably, only the title of the work is specified. It may be necessary to identify other attributes of the program, such as its purpose (i.e. educational or promotional) or its intended audience (for example, consumer vs. professional).
G. Term and Fee for Materials.
Multimedia materials are almost always licensed for a period of years, as opposed to in perpetuity. Typical period of years is three to five years for most types of materials.
Paragraph 3 of the agreement specifies the sum of money to be paid by IVI for use of the work. The agreement contemplates a one-time fee. In the event the materials must be licensed on a royalty basis, an alternative agreement should be used. That agreement would include the terms of royalty payment, as well as terms regarding the right of the licensor to audit IVI's books to verify licensed payments.
H. License Grant.
The formal license and materials is set forth in paragraph 3B. This license authorizes IVI to use the materials in the form submitted by the licensor to IVI, in whole or in part, as part of a license product.
I. Ownership, Credit Warranties.
Paragraph 4 of the agreement contemplates that the licensor will maintain its ownership of the license materials.
Paragraph 4B of the agreement specifies that IVI has a duty to use a copyright notice on a license product, give a credit to the licensor as the copyright owner of the materials, and license the software using IVI's standard end-user license agreement, if applicable.
Paragraph 4C of the agreement specifies a number of warranties of the licensor, including the licensors right to enter into the agreement, the right to license the materials, enter into the agreement, the licensor's duty to obtain all the necessary releases for the materials, and to deliver materials which are free and clear of any and all viruses and/or system disabling bugs.
J. Licensor's Indemnification.
Paragraph 5 is a critical provision of the agreement, requiring the licensor to indemnify and hold IVI harmless against any loss, liability, damage, cost or expense arising out of claims brought against IVI by reason of licensor's breach of any of the warranties of the agreement. In particular, this indemnification is directed at liability for copyright infringement brought on the basis of the licensor's failure to obtain appropriate releases, or the licensor's inappropriate copy of the materials of third parties. This indemnification could be of great value to IVI in the event it is sued by a third party for infringement of a copyrighted work.
K. Insurance.
Paragraph 6 of the agreement specifies that the licensor shall maintain certain insurance, the purpose of which is to back up the licensor's indemnity under paragraph 5.
L. Miscellaneous.
The remaining provisions of the agreement are self-explanatory.
IV. Purpose and Use of Agreement for Consulting/Development Services
A. Purpose.
The consulting/development services contract is intended to be a form agreement used in connection with obtaining development services from programmers and/or creative designers, such as Clement Mok Designs, Inc.
B. Project Definition.
The basic idea of the agreement is to define the project in an exhibit (Exhibit 1) and leave the remaining terms of the agreement up to the standard form. However, it is possible to add additional terms to the project definition and make those terms part of the agreement. Accordingly, the project definition is a critical aspect of use of this form agreement. That definition should include a detailed specification, where possible, of the project to be undertaken by the consultant or developer, and should specify the following:
1. the deliverables
2. the schedule for the deliverables
3. the timing of payment
4. preferably qualifications on acceptance of the deliverables
5. any obligations of IVI to the developer
6. a definition of the final "work product" to be delivered
C. Creative Control.
Paragraph 2 of the agreement specifies that IVI has creative control over work done by the developer, and may request changes and alterations in order to obtain the final work product, as defined in the project definition. However, if IVI requests changes that go beyond the defined final work product specified, it is responsible for any additional costs incurred for such changes. To collect for such charges, the developer must obtain IVI's written agreement to pay such charges.
D. Term and Termination.
Paragraph 3 of the agreement specifies the term and termination of the agreement. The agreement extends until the project is complete, unless otherwise provided by or terminated in accordance with the agreement. IVI has the right to immediately terminate the agreement at any time for any reason by written notice to the developer. However, in the event of such termination, IVI must pay the developer for work completed up to that point in time, in accordance with the payment schedule set forth in the exhibit, prorated as necessary. If the agreement is terminated for cause by IVI, IVI has the option of paying the developer. In either case, IVI will only own the rights in those materials for which it has paid under the agreement.
E. Insurance/Indemnification.
Paragraph 4 of the agreement requires the developer to carry insurance, primarily for the purpose of backing up the indemnification set forth in paragraph 5 of the agreement.
F. Confidentiality.
Paragraph 6 of the agreement protects IVI confidential and proprietary information.
G. Ownership/Licensing of Materials.
Paragraph 7 of the agreement specifies that IVI will own any materials or works of authorship which are prepared specifically for the project, but that the developer will maintain ownership of any "pre-existing works." A pre-existing work is a work which existed prior to the initiation of work on the project by the developer. Developers will often incorporate pre-existing works into work product provided to IVI, for example in the form of reusable program code.
Paragraph 8 of the agreement specifies that IVI has a license to use any pre- existing works incorporated into the work product by the developer.
H. List of Required Releases.
Paragraph 9 of the agreement specifies that the developer shall supply IVI a list of all of the rights that are necessary for IVI to distribute the work product, for example a list of all the releases obtained by the developer and/or software license agreements necessary for distribution of the work product. Final payment under the agreement is contingent on the delivery of such listings and supporting documentation to IVI.
I. Warranties/Representations of Developer.
Paragraph 10 of the agreement specifies a number of warranties and representations, as follows:
1. That the developer has the right to enter into the agreement and license pre-existing works;
2. That the developer will obtain the necessary releases;
3. That the developer will obtain the necessary licenses;
4. That the use of the work product will not infringe any existing copyright, patent, right of privacy or right of publicity;
5. That the work product provided to IVI is free and clear of encumbrances or liens; and
6. That the materials and/or work product is free of "bugs."
J. Miscellaneous.
The remaining provisions of the agreement are self-explanatory, standard terms and conditions.
V. Purpose and Use of the Release Form
The purpose of the release form is to obtain authority from an individual or his or her company to use that individual or his or her company's name, voice, visual likeness, quotes, photographs, or music, and so on. The other purpose of the release is to have the individual or company warrant that they have the authority to provide the appropriate release. This release is generally not going to be useful for obtaining the right to reproduce a company's trademark, which require an agreement which specifies quality control terms.
VI. Purpose and Use of the Intellectual Property Rights Agreement
The IVI Intellectual Property Rights Agreement is used to obtain an assignment of all intellectual property rights in a development prepared for IVI by a developer.
To use the agreement, simply describe the project on which the developer worked in paragraph 3. The agreement is a comprehensive assignment of all rights in the development. This agreement is not appropriate in the event that the project materials produced by the developer include pre-existing works.
VII. Purpose and Use of Non-Disclosure Agreement
The IVI Non-Disclosure Agreement is to be used where confidential IVI information, such as marketing plans or customer information need to be disclosed to a third party, such as a developer. The agreement specifies that the confidential information of IVI will be used only for purposes in connection with the recipient's business relationship with IVI and shall be treated as confidential information by the recipient. The agreement excepts out from confidential information any information which is publicly known or which the recipient knew of or later comes into possession of independently of IVI.
MULTIMEDIA LICENSE
MINNESOTA INSTITUTE OF LEGAL EDUCATION
MULTIMEDIA LICENSE AGREEMENT
THIS LICENSE is made the _____ day of ______________________, 19__, by and between Minnesota Institute of Legal Education., a Minnesota corporation whose principal place of business is located at 200 Foshay Tower, 821 Marquette Avenue South, Minneapolis, Minnesota 55402 (hereinafter referred to as "MILE") and____________________________ a of the state of _____________________ having its principal place of business at ________________________ __________________________ (hereinafter referred to as "Licensor").
WHEREAS, MILE desires to receive, and Licensor desires to grant to MILE, a license to use certain creative materials and/or original works of art owned by or in the possession, custody, or control of Licensor for inclusion, in whole or in part, in an interactive multimedia project entitled _____________________________________ produced by MILE for distribution on CD-ROM compact disk or other media for purposes;
NOW THEREFORE, in consideration of the promises and premises hereinafter set forth below, the parties hereby agree as follows:
1. DEFINITIONS. Throughout this License, the following expressions shall be interpreted as set forth below:
A. "Materials": Licensed materials as set forth in detail in Exhibit 1 hereto.
B. "Territory":
C. "Licensed Product": Interactive multimedia program entitled
2. TERM AND TERMINATION. This License shall commence on the date of execution thereof and shall continue for a period of ______ (__) years unless otherwise provided by or terminated in accordance with the terms and provisions of this License. IVI shall have the right to terminate this Agreement by excluding the Materials licensed hereunder in future upgraded version(s) or revision(s) of the Licensed Product. Upon termination of this Agreement, Licensor agrees that MILE shall have the right to continue to distribute existing Licensed Product already in inventory and containing the Materials as of the effective date of termination hereunder.
3. CONSIDERATION/LICENSE OF MATERIALS TO MILE.
A. Consideration: On execution of this Agreement, MILE agrees to pay to Licensor the sum of _______________ dollars ($___________).
B. License of Materials: Licensor hereby grants to MILE in the Territory during the Term of this License a non-exclusive/exclusive (circle one) license to use and otherwise distribute, in whole or in part, the Materials in the form submitted by Licensor to MILE as part of the Licensed Product. Licensor acknowledges and agrees that the use of the Materials by MILE in the Licensed Product will depend on space available and the number of participating products identified and included therein, and is at the sole discretion of MILE.
4. OWNERSHIP AND USE OF LICENSED MATERIALS.
A. Ownership Rights: The parties agree that the Materials, and any and all right, interest, and title, including copyrights and trademarks therein, are and shall remain the property of Licensor, subject to the License granted hereunder. The parties further agree that, notwithstanding the foregoing, MILE shall have the right to possession of any and all tangible copies and reproductions thereof made by MILE pursuant to this License, during and after the Term thereof, so long as MILE does not make additional copies from the date of termination, and its use of all such copies and reproductions is limited to the grant described above.
B. Copyright Notice on Licensed Product: All copies of the Licensed Product distributed pursuant to this License shall contain or be accompanied by the following:
(1) a copyright notice in the name of MILE;
(2) a credit referencing Licensor as the copyright owner of the Materials;
(3) MILE's standard end-user license agreement then in force, if applicable.
C. Warranties of Licensor. Licensor hereby represents and warrants to MILE as follows:
(1) Licensor is the owner of, or has the right to enter into this License on behalf of the owner of, all right, title and interest, including copyright, if any, in and to any or all of the Materials.
(2) Licensor has the full right and power to enter into this License.
(3) Licensor has obtained or will obtain prior to the execution of this License, any and all performing, recording, and/or synchronization rights on any and all copyrighted and/or non-public domain musical compositions included in the Materials, as may or shall be required to enable MILE to utilize the Materials pursuant to this License.
(4) Licensor has obtained or will obtain prior to the execution of this License, all necessary releases, including without limitation, the releases of all persons or organizations whose name, voice, likeness, portrayal, impersonation, or performance is included in the Materials, as may or shall be required to enable MILE to utilize the Materials pursuant to this License.
(5) The use of the Materials as authorized pursuant to this License does not infringe any existing copyright, violate the right of privacy, or constitute the invasion or infringement of any other personal or property right of any third person, firm, corporation or other entity.
(6) The Materials furnished by Licensor to MILE shall be free and clear of any and all encumbrances and/or liens of any nature whatsoever.
(7) To the best of the Licensor's knowledge, the Materials furnished by Licensor to MILE have been tested by Licensor and are free and clear of any and all viruses and/or system disabling bugs.
5. INDEMNIFICATION. Licensor hereby agrees to indemnify and hold MILE harmless against any loss, liability, damage, cost or expense (including reasonable legal fees) arising out of any claims or suits, whatever their nature and however arising, which may be brought or made against MILE by reason of Licensor's breach of any condition, warranty, or representation made pursuant to this License; and/or that MILE's use of any or all of the Materials licensed hereunder infringe or otherwise violate the rights, in whole or in part, of any third party. In the event that MILE seeks indemnification under this Paragraph 5, it shall immediately notify Licensor in writing, of any claim or proceeding brought against it for which it seeks indemnification hereunder. In no event may Licensor enter into any third party agreements which would in any manner whatsoever affect the rights of, or bind, MILE in any manner to said third party, without the prior written consent of MILE.
6. INSURANCE. Licensor shall secure, within thirty (30) days of execution of this Agreement, and keep in force and effect in the Territory and throughout the Term of this Agreement and any renewal thereof, a personal injury/property damage insurance policy, with minimum limits of coverage of $500,000.00, in the name of MILE, or including MILE as an Additional Named Insured. A certificate of insurance shall be delivered to MILE and shall oblige the insurer to notify MILE in writing thirty (30) days before cancellation, suspension, reduction, or nonrenewal thereof.
7. NOTICES. All notices provided for in this License shall be in writing, and shall be effective when sent by first class mail to MILE (Attn: ________________________) and/or to Licensor (Attn: ________________________) at the address set forth above.
8. NO PARTNERSHIP, ETC. This License does not constitute and shall not be construed as constituting a partnership or joint venture between MILE and Licensor. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.
9. NON-ASSIGNABILITY. This License shall bind and insure to the benefit of both parties, and neither party shall have the right to assign this License, in whole or in part, without the prior written consent of the other party.
10. GOVERNING LAW/ARBITRATION.
A. Governing Law: The construction and meaning of the terms and provisions of this License shall be interpreted in accordance with the terms of the State of Minnesota.
B. Arbitration: Any dispute arising out of or relating to this License or the Materials, including without limitation, the validity, interpretation, performance, or breach thereof, shall be settled by arbitration, pursuant to the rules of the American Arbitration Association. Judgment upon any award rendered may be entered before an appropriate court in that state of venue.
11. ENTIRE LICENSE. This License constitutes the entire agreement between the parties concerning the subject matter hereof. Any waiver, variation or amendment of any term or condition of this License shall be effective only if signed by authorized representatives of both parties hereto.
IN WITNESS WHEREOF, the parties hereto have signed this License as of the day and year first above written.
MINNESOTA INSTITUTE OF LEGAL EDUCATION "MILE"
By:_____________________________
Print Name:
Print Title:
________________________________
"LICENSOR"
By:_____________________________
Print Name:
Print Title:
Exhibit 1 to Multimedia License by and Between Minnesota Institute of Legal Education
and _____________________
dated _____________________
"Materials" are defined as follows.
AGREEMENT FOR CONSULTING/DEVELOPMENT SERVICES
Minnesota Institute of Legal Education
Agreement For Consulting/Development Services
THIS LICENSE is made the _____ day of ______________________, 19__, by and between MINNEOSTA INSTITUTE OF LEGAL EDUCATION, a Minnesota corporation whose principal place of business is located at 200 Foshay Tower, 821 Marquette Avenue South, Minneapolis, Minnesota 55402 (hereinafter referred to as "MILE") and ___________________________________ a of the state of _____________________ having its principal place of business at ________________________ __________________________ (hereinafter referred to as "Developer").
WHEREAS, MILE desires to engage Developer, and Developer desires to be engaged by MILE, for the purpose of developing certain creative works of authorship and/or ideas and inventions, as more fully described herein, for use by MILE;
NOW THEREFORE, in consideration of the promises and premises hereinafter set forth below, the parties hereby agree as follows:
1. PROJECT. Developer agrees to undertake the project defined in Exhibit 1 hereto (the "Project"), to deliver and complete materials and other developments ("Work Product") specified therein according to the scheduled delivery and/or completion dates, and to otherwise perform its duties and obligations defined therein. MILE agrees to provide Developer with support, make payments and to otherwise perform its duties and obligations as defined in Exhibit 1. Developer agrees that time is of the essence with respect to any delivery or completion dates for the Work Product. Any terms set forth in Exhibit 1 shall have precedence over the terms set forth in the main body of this Agreement, but shall be interpreted consistently therewith if possible.
2. ARTISTIC CONTROL/CHANGES. MILE will be given the opportunity to review and approve work in progress at key points including, but not limited to, screen presentations, treatments and scripts, videotaping or filming days, generation of interview transcripts, paper edits, offline and online edits. Work Products shall at all phases be acceptable to MILE in its sole discretion. Developer agrees to make all revisions and alterations requested by MILE in a timely manner to achieve the final Work Product as specified in Exhibit 1 and at the cost specified in Exhibit 1. MILE may at any time request changes in the Work Product specified in Exhibit 1, but shall be responsible to Developer for any additional costs incurred to achieve such changes. However, MILE shall not be responsible for any such additional costs unless agreed to in writing by MILE.
3. TERM AND TERMINATION. This Agreement shall commence on the date of execution thereof and shall continue until Developer's work on the Project is complete unless otherwise provided by or terminated in accordance with the terms and provisions of this Agreement. IVI shall have the right to immediately terminate this Agreement at any time for any reason by written notice to Developer. In the case of such termination, MILE shall pay Developer, in accordance with the payment schedule set forth in Exhibit 1 and pro-rated as necessary, for any Work Product completed by the Developer at the time of such termination. Upon termination of this Agreement for cause by MILE, MILE shall, at its sole discretion, have the option of paying Developer for Work Product completed by the Developer at the time of such termination. Notwithstanding the early termination of this Agreement, MILE shall own all rights and licenses in Work Product for which it has paid Developer, as specified in Paragraph 7 and 8, and Developer shall be obligated to deliver to MILE the tangible materials embodying such paid-for Work Product.
4. INSURANCE: Developer agrees to carry Comprehensive General Liability with limits not less than $1,000,000 combined single limit if Developer has eight or more employees, or not less than $500,000 combined single limit if Developer has three to seven employees. Before beginning work under this Agreement, Developer will deliver to MILE a Certificate of Insurance which shows the coverage specified above, which names MILE as an additional insured and which provides a 30-day notice period for cancellation or reduction in coverage or limits.
5. INDEMNIFICATION: Developer agrees to be responsible for his/her/its own actions. Developer agrees to indemnify, hold harmless and, upon MILE's request, defend MILE and its directors, officers, its employees and agents from and against all claims and losses of any type, including reasonable attorneys' fees, in connection with, in whole or in part:
(a) Any negligent act, omission, or willful misconduct of Developer in the performance of this Agreement.
(b) Any negligent or willful breach of any warranty, representation or obligation of Developer hereunder.
(c) Developer's failure to comply with federal, state or local law.
6. IVI CONFIDENTIAL AND PROPRIETARY INFORMATION:
(a) IVI Confidential and Proprietary Information means any and all information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, finances, and personnel data related to the business or affairs of IVI, as well as any and all copyrighted or copyrightable works, trade secrets, patents, patent applications, trademarks, and trade names, whether or not protected under the copyright, patent, trademark or other proprietary laws of the United States or other jurisdictions. IVI Confidential Information does not include any information (i) which Developer knew before IVI disclosed it to Developer; (ii) which has become publicly known through no wrongful act of Developer; or (iii) which Developer developed independently, as evidenced by appropriate documentation.
7. OWNERSHIP OF DEVELOPMENTS: IVI recognizes that Developer may have pre- existing property rights in certain materials, products, courseware, etc. which Developer uses in performing this Agreement. IVI does not intend to abrogate or take away such rights. However, to the extent Developer, in performing this Agreement, produces new Work Product, including without limitation, notes, reports, documentation, drawings, computer programs (source code, object code and listings), derivatives of pre-existing copyrighted works of Developer, customer lists, inventions, creations, works, devices, masks, models, work-in-process, and deliverables ("Developments"), all such Developments shall be the property of MILE. Therefore, Developer agrees to assign and does hereby expressly assign to MILE all right, title and interest in and to the Developments of this Agreement including any and all copyrights, patent rights, mask work rights, trade secret rights and other proprietary rights in and to the Developments and moral rights it may have in any part of the Developments; Developer also hereby forever waives and agrees never to assert any and all moral rights it may have in any part of the Developments even after termination of its work on behalf of MILE. During and after this Agreement, Developer will assist MILE in every reasonable way, at MILE's expense, to secure, maintain and defend for MILE's benefit all copyrights, patent rights, mask work rights, trade secret rights and other proprietary rights in and to the Developments.
8. LICENSE TO USE DEVELOPER'S RELATED RIGHTS: MILE acknowledges that from time to time Developer may have intellectual property rights which Developer wishes to incorporate into the Work Product of this Agreement or which may be necessary for the utilization by MILE of such Work Product ("Developer's Related Rights"). Unless otherwise agreed in writing, Developer hereby grants MILE, and its subsidiaries and affiliates, a perpetual royalty-free, irrevocable, worldwide, non-exclusive license to use, disclose, reproduce, modify, license and distribute Developer's Related Rights. Developer will indemnify, hold harmless and, at MILE's request, defend MILE, its subsidiaries and affiliates from and against all claims, liabilities, damages, losses and expenses including, but not limited to, reasonable attorneys' fees and costs of suit, arising out of or in connection with all claims that the use or disclosure of Developer's Related Rights and/or Developer's Work Product violates any third party's rights, except to the extent such violation results from materials or ideas provided by MILE.
9. DOCUMENTATION OF RESTRICTED RIGHTS: Developer agrees to provide MILE, as applicable, as a final deliverable hereunder, a listing and documentation of all property rights transferred to MILE and restricted property rights which are incorporated in or necessary to the Work Product of this Agreement, including but not limited to, talent releases, personal releases, stock footage licenses, stock music agreements, original music contracts and subcontractor's assignments. Any final payment under this Agreement shall be contingent on the deliver to MILE of such listing and supporting documentation.
10. DEVELOPER'S WARRANTIES AND REPRESENTATIONS: Developer hereby warrants and represents to MILE as follows:
(a) Developer is the owner, or has the right to enter into this Agreement on behalf of the owner, of all right, title and interest, including copyright, if any, in and to any or all pre- existing images, icons, characters, graphics, sounds, music, and/or other data in the form of photographs, recordings, video, film, animatics, cartoons, illustrations, accompanying text captions, scripts, skits, or related materials (the "Materials") owned and/or in the possession, custody or control of Developer.
(b) Developer has obtained or will obtain in writing prior to delivery of the Materials and Work Product under this Agreement, in a form approved by MILE, any and all display, reproduction, distribution, duplication, performing, recording, and/or synchronization rights on any and all third party copyrighted, patented and/or non-public domain items included in the Materials or Work Product, as may or shall be required to enable MILE to utilize the Materials or Work Product.
(c) Developer has obtained or will obtain prior to the delivery under this Agreement, in a form approved by MILE, all necessary releases, including without limitation, the releases of all persons or organizations whose name, voice, likeness, portrayal, impersonation, or performance is included in the Materials, as may or shall be required to enable MILE to utilize the Materials or Work Product.
(d) The use of the Work Product does not infringe any existing copyright or patent, violate the right of privacy, the right of publicity, or constitute the invasion or infringement of any other person or property of any third person, firm, corporation, or other entity.
(e) The Materials and Work Product shall be free and clear of any and all encumbrances and/or liens of any nature whatsoever.
(f) Any Materials and/or Work Product in the form of, or for inclusion in, prerecorded software programs have been tested by Developer and are free and clear of any and all viruses and/or known bugs.
(g) Developer understands that the Materials and Work Product are intended for worldwide distribution and warrants that all third party releases and licenses necessary for royalty-free, perpetual, worldwide distribution have been obtained.
11. NOTICES. All notices provided for in this Agreement shall be in writing, and shall be effective when sent by first class mail to MILE (Attn: ________________________) and/or to Developer (Attn: ________________________) at the address set forth above.
12. NO PARTNERSHIP, ETC. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture between MILE and Developer. Neither party shall have any right to obligate or bind the other party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons.
13. NON-ASSIGNABILITY. This Agreement shall bind and insure to the benefit of both parties, and neither party shall have the right to assign this Agreement, in whole or in part, without the prior written consent of the other party.
14. GOVERNING LAW/ARBITRATION/SEVERABILITY.
A. Governing Law: The construction and meaning of the terms and provisions of this Agreement shall be interpreted in accordance with the terms of the State of Minnesota.
B. Arbitration: Any dispute arising out of or relating to this Agreement, Developments or the Materials, including without limitation, the validity, interpretation, performance, or breach thereof, shall be settled by arbitration, pursuant to the rules of the American Arbitration Association. Judgment upon any award rendered may be entered before an appropriate court in that state of venue.
C. Severability: If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect.
15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. Any waiver, variation or amendment of any term or condition of this Agreement shall be effective only if signed by authorized representatives of both parties hereto.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first above written.
MINNESOTA INSTITUTE OF LEGAL EDUCATION "MILE"
By:_____________________________
Print Name:
Print Title:
________________________________
"DEVELOPER"
By:_____________________________
Print Name:
Print Title:
INTELLECTUAL PROPERTY RIGHTS AGREEMENT
INTERACTIVE VENTURES, INC.
INTELLECTUAL PROPERTY RIGHTS AGREEMENT
This Agreement is between Minnesota Institute of Legal Education having a principal place of business at 200 Foshay Tower, 821 Marquette Avenue South, Minneapolis, Minnesota 55402 (hereinafter called "MILE") and __________________________________, having a principal place of business at (hereinafter called "Developer") on this _____ day of _________________, 19____, about technology and materials developed for IVI by Developer.
1. In this Agreement, "Developments" shall mean any idea, invention, design of a useful article (whether the design is ornamental or not), computer program, user interface, related documentation and other works of authorship, whether patentable, copyrightable or susceptible to other forms of intellectual property protection, occurring as a result of work done by Developer for MILE.
2. In this Agreement, "Intellectual Property Rights," shall mean all intellectual property rights including, but not limited to, all patent, copyright, trade secret and mask work rights recognized under state, federal or common law in the United States, foreign countries, and international conventions.
3. Developer has made Developments in working on the project described below with the understanding that MILE would own all Intellectual Property Rights in such Developments.
Project Description: _________________________________
______________________________________________________
______________________________________________________
______________________________________________________
______________________________________________________.
4. In view of the above, Developer hereby formally assigns to MILE all his/her/its Intellectual Property Rights in Developments made in contemplation of or while working on the project described above.
5. MILE understands that Developer's rights in Developments assigned by this Agreement have not been previously licensed, pledged, assigned, or encumbered by Developer, and that Developer has not copied the Developments from a third party.
6. Developer acknowledges receiving payment for development efforts in consideration for such efforts and for Developer's assignment of all rights.
7. This Agreement supersedes and replaces any existing agreement entered into by Developer and MILE relating to the same subject matter to the extent such an existing agreement contains terms contrary to this Agreement.
8. Any term in this Agreement which is unenforceable or contrary to law shall be deemed severed from the Agreement and shall not affect the enforceability of other terms of the Agreement.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date written below, and declare the same to be effective on the date first written above.
"MILE" "Developer"
DATE: _____________________ DATE: _______________________
BY: BY:
(Printed name) (Printed name)
_____________________ _______________________
(title) (title)
RELEASE FORM
MINNESOTA INSTITUTE OF LEGAL EDUCATION RELEASE
The undersigned, having full authority to execute this Release on behalf of myself and on behalf of _______________________________ (Company Name), hereby grants permission to Minnesota Institute of Legal Education, or anyone authorized by Minnesota Institute of Legal Education (hereinafter "MILE") to use the following Materials provided by or on behalf of me to MILE, for any and all advertising and/or promotional purposes:
My and/or my Company's: (Releasor initials where appropriate)
___Name
___Voice
___Visual Likeness (photographs, video, film, etc.)
___Quotes
___Software Icon Representation
___Animated Depiction of the Following Software Programs:
____________________________________________
____________________________________________
____________________________________________
___Graphics, Photographs, Other Artwork as specified:
____________________________________________
___Music, Videotape, or Other Audio-visual materials
as specified: __________________________________
___Other:__________________________________________
I warrant and represent that the Materials submitted hereunder are owned by and/or are original to me or to my company, and/or that I have full authority from the owner of said Materials to permit MILE to use said Materials as authorized hereunder. I understand and agree that MILE is and shall be the exclusive owner of any and all right, title and interest, including copyright, in and to any and all advertising and promotional materials containing the foregoing items, except as to preexisting rights in any of the items released hereunder.
Date: ___________________________________
Signature: ___________________________________
Name/Title: ___________________________________
Company Name: ___________________________________
Company Address: ___________________________________
___________________________________
___________________________________
If the person executing this release is not a partner, officer, or a director of the Company on whose behalf this Release is made, this Release must be countersigned by a partner, officer, or director thereof.
Date: ____________________________________
Signature: ____________________________________
Name/Title: ____________________________________
Company Name: ____________________________________
Company Address: ____________________________________
NONDISCLOSURE AGREEMENT
MINNESOTA INSTITUTE OF LEGAL EDUCATION NON-DISCLOSURE AGREEMENT
This is an agreement made between Minnesota Institute of Legal Education, a corporation organized under the laws of the State of Minnesota (hereinafter called "MILE"), and ____________________________ of _____________________________, RECIPIENT (hereinafter called "Recipient"), in which the Recipient agrees not to disclose certain confidential information and or trade secrets (hereinafter called the "Information") as may be disclosed from time-to-time by MILE.
IN CONSIDERATION OF BEING MADE PRIVY to certain confidential information of MILE, the Recipient hereby agrees not to disclose the Information to third parties, whether orally, in writing, by demonstration, or otherwise, unless and to the extent that the Recipient can satisfactorily prove that:
(i) the Recipient already had knowledge of the Information prior to disclosure by MILE party, or
(ii) the Information was or becomes publicly known through no fault of the Recipient, or
(iii) the Information was or is lawfully obtained from a third party, who is free to disclose same, or
(iv) the Information was or is developed independently by the Recipient, or
(v) prior written approval has been obtained on a case-by-case basis from MILE to disclose the Information or certain portions thereof.
1. Use of Information. The Information shall only be used for purposes in connection with the Recipient's business relationship with MILE and shall be treated in the same manner and with the same degree of care as the Recipient applies with respect to its own confidential information. The Recipient shall only make available Information to those who have a bona fide need to know.
2. Duration. The obligation to keep Information confidential shall expire five (5) years from the date of disclosure.
3. No Licenses Granted. The furnishing of any Information hereunder shall not be construed as the granting of a license under any patent or patent application or as implying any obligation other than as specifically recited herein.
4. Venue. This Agreement shall be governed and construed in accordance with laws of the State of Minnesota and the United States of America.
5. Attorney Fees. If any legal action arises related to this Agreement, the prevailing party shall be entitled to recover its court costs and reasonable attorney's fees.
IN WITNESS WHEREOF, this Agreement has been executed by duly authorized representatives of the parties on this _____ day of _______________, 19___.
Recipient:
By: ________________________ Date: _______________________
Title: ____________________
Minnesota Institute of Legal Education
By: ________________________ Date: _______________________
Title: ____________________
last updated 2-10-96
