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Q: Contract to assign rights to a drawing ( No Answer,   8 Comments )
Question  
Subject: Contract to assign rights to a drawing
Category: Business and Money > Consulting
Asked by: goofy166-ga
List Price: $5.00
Posted: 04 Aug 2005 11:10 PDT
Expires: 03 Sep 2005 11:10 PDT
Question ID: 551720
A company wants to buy rights to use one of our drawings for there
company logo. They want to use it in there advertising and signs. I
need a contract to assign them usage rights but to retain my
copyright. I could not find a contract on the web that addressed this
specifically, most are for photographers doing wedding photos. So my
question is "where can I find a contract assigning rights to a drawing
to a third party to use as a logo and in there advertising?"

Clarification of Question by goofy166-ga on 04 Aug 2005 20:31 PDT
Just to clarigy what I mean by "buy" is the client wants to purchase
the rights to use the illustration in there advertising as a log. Its
a one time fee to use. No royalty payments are involved.

So far doing my own research this is the best example I have found:

http://laweasy.com/forms/sample_photo-image_release_and_permission_form.pdf

Perhaps this will help any researcher find a more exhaustive and
detialed version of this contract.
Answer  
There is no answer at this time.

Comments  
Subject: Re: Contract to assign rights to a drawing
From: ipfan-ga on 04 Aug 2005 14:59 PDT
 
Assuming you mean a royalty-free license (they give you no money), you
could use the Creative Commons license (www.creativecommons.org),
which reads like this (I modified it a bit to fit your facts):


THE WORK (AS DEFINED BELOW) IS PROVIDED UNDER THE TERMS OF THIS
CREATIVE COMMONS PUBLIC LICENSE ("CCPL" OR "LICENSE"). THE WORK IS
PROTECTED BY COPYRIGHT AND/OR OTHER APPLICABLE LAW. ANY USE OF THE
WORK OTHER THAN AS AUTHORIZED UNDER THIS LICENSE OR COPYRIGHT LAW IS
PROHIBITED.

BY EXERCISING ANY RIGHTS TO THE WORK PROVIDED HERE, YOU ACCEPT AND
AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. THE LICENSOR GRANTS
YOU THE RIGHTS CONTAINED HERE IN CONSIDERATION OF YOUR ACCEPTANCE OF
SUCH TERMS AND CONDITIONS.

1. Definitions 

"Collective Work" means a work, such as a periodical issue, anthology
or encyclopedia, in which the Work in its entirety in unmodified form,
along with a number of other contributions, constituting separate and
independent works in themselves, are assembled into a collective
whole. A work that constitutes a Collective Work will not be
considered a Derivative Work (as defined below) for the purposes of
this License.
"Derivative Work" means a work based upon the Work or upon the Work
and other pre-existing works, such as a translation, musical
arrangement, dramatization, fictionalization, motion picture version,
sound recording, art reproduction, abridgment, condensation, or any
other form in which the Work may be recast, transformed, or adapted,
except that a work that constitutes a Collective Work will not be
considered a Derivative Work for the purpose of this License. For the
avoidance of doubt, where the Work is a musical composition or sound
recording, the synchronization of the Work in timed-relation with a
moving image ("synching") will be considered a Derivative Work for the
purpose of this License.
"Licensor" means the individual or entity that offers the Work under
the terms of this License.
"Original Author" means the individual or entity who created the Work. 
"Work" means the copyrightable work of authorship offered under the
terms of this License; specifically, the drawing identified as [insert
drawing description].
"You" or "Licensee" means an individual or entity exercising rights
under this License who has not previously violated the terms of this
License with respect to the Work, or who has received express
permission from the Licensor to exercise rights under this License
despite a previous violation.

2. Fair Use Rights. Nothing in this license is intended to reduce,
limit, or restrict any rights arising from fair use, first sale or
other limitations on the exclusive rights of the copyright owner under
copyright law or other applicable laws.

3. License Grant. Subject to the terms and conditions of this License,
Licensor hereby grants You a worldwide, royalty-free, non-exclusive,
perpetual (for the duration of the applicable copyright and except as
otherwise provided herein) license to exercise the rights in the Work
as stated below:

to reproduce the Work and incorporate the Work into Your advertising
and signs and to display the reproduced Work publicly.

The above rights may be exercised in all media and formats whether now
known or hereafter devised. The above rights include the right to make
such modifications as are technically necessary to exercise the rights
in other media and formats, but otherwise you have no rights to make
Derivative Works. All rights not expressly granted by Licensor are
hereby reserved.

4. Restrictions.The license granted in Section 3 above is expressly
made subject to and limited by the following restrictions:

You may distribute, publicly display, publicly perform, or publicly
digitally perform the Work only under the terms of this License, and
You must include a copy of, or the Uniform Resource Identifier for,
this License with every copy or phonorecord of the Work You distribute
or publicly display. You may not offer or impose any terms on the Work
that alter or restrict the terms of this License or the recipients'
exercise of the rights granted hereunder. You may not sublicense the
Work. You must keep intact all notices that refer to this License and
to the disclaimer of warranties. You may not distribute, publicly
display, publicly perform, or publicly digitally perform the Work with
any technological measures that control access or use of the Work in a
manner inconsistent with the terms of this License Agreement. If you
distribute, publicly display, publicly perform, or publicly digitally
perform the Work, You must keep intact all copyright notices for the
Work and provide, reasonable to the medium or means You are utilizing:
(i) the name of the Original Author (or pseudonym, if applicable) if
supplied, and/or (ii) if the Original Author and/or Licensor designate
another party or parties (e.g. a sponsor institute, publishing entity,
journal) for attribution in Licensor's copyright notice, terms of
service or by other reasonable means, the name of such party or
parties; the title of the Work if supplied; and to the extent
reasonably practicable, the Uniform Resource Identifier, if any, that
Licensor specifies to be associated with the Work, unless such URI
does not refer to the copyright notice or licensing information for
the Work. Such credit may be implemented in any reasonable manner;
provided, however, that in the case of a Collective Work, at a minimum
such credit will appear where any other comparable authorship credit
appears and in a manner at least as prominent as such other comparable
authorship credit.

5. Representations, Warranties and Disclaimer

UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING,
LICENSOR OFFERS THE WORK AS-IS AND MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND CONCERNING THE MATERIALS, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY,
OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,
SO SUCH EXCLUSION MAY NOT APPLY TO YOU.

6. Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY
APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU ON ANY
LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES ARISING OUT OF THIS LICENSE OR THE USE OF THE WORK,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Termination 

This License and the rights granted hereunder will terminate
automatically upon any breach by You of the terms of this License.
Individuals or entities who have received Collective Works from You
under this License, however, will not have their licenses terminated
provided such individuals or entities remain in full compliance with
those licenses. Sections 1, 2, 5, 6, 7, and 8 will survive any
termination of this License.
Subject to the above terms and conditions, the license granted here is
perpetual (for the duration of the applicable copyright in the Work).
Notwithstanding the above, Licensor reserves the right to release the
Work under different license terms or to stop distributing the Work at
any time; provided, however that any such election will not serve to
withdraw this License (or any other license that has been, or is
required to be, granted under the terms of this License), and this
License will continue in full force and effect unless terminated as
stated above.

8. Miscellaneous 

If any provision of this License is invalid or unenforceable under
applicable law, it shall not affect the validity or enforceability of
the remainder of the terms of this License, and without further action
by the parties to this agreement, such provision shall be reformed to
the minimum extent necessary to make such provision valid and
enforceable.
No term or provision of this License shall be deemed waived and no
breach consented to unless such waiver or consent shall be in writing
and signed by the party to be charged with such waiver or consent.
This License constitutes the entire agreement between the parties with
respect to the Work licensed here. There are no understandings,
agreements or representations with respect to the Work not specified
here. Licensor shall not be bound by any additional provisions that
may appear in any communication from You. This License may not be
modified without the mutual written agreement of the Licensor and You.
Creative Commons is not a party to this License, and makes no warranty
whatsoever in connection with the Work. Creative Commons will not be
liable to You or any party on any legal theory for any damages
whatsoever, including without limitation any general, special,
incidental or consequential damages arising in connection to this
license. Notwithstanding the foregoing two (2) sentences, if Creative
Commons has expressly identified itself as the Licensor hereunder, it
shall have all rights and obligations of Licensor.

Except for the limited purpose of indicating to the public that the
Work is licensed under the CCPL, neither party will use the trademark
"Creative Commons" or any related trademark or logo of Creative
Commons without the prior written consent of Creative Commons. Any
permitted use will be in compliance with Creative Commons'
then-current trademark usage guidelines, as may be published on its
website or otherwise made available upon request from time to time.

Creative Commons may be contacted at http://creativecommons.org/.

[insert signature lines for you as the Licensor and the other party as
Licensee and you both date and sign it]

You can see the unmodified version of the license at
http://creativecommons.org/licenses/by-nd/2.5/legalcode

Note that this is a perpetual license and you can only terminate it
for Licensee's (their) breach of the contract.  If you don't like
that, you may want to change it to read that you can terminate the
license at any time on 60 days' written notice.
Subject: Re: Contract to assign rights to a drawing
From: myoarin-ga on 04 Aug 2005 16:37 PDT
 
Goofy,
I hope you look at the links in Hummer's answer again carefully,
especially the last two.  Your drawing is of interest and value to
that company, presumably for considerably more than the price of any
or all the items mentioned in the other links.  It would seem a small
investment to assure yourself that you get a fair return for your
work.

Good luck, Myoarin
Subject: Re: Contract to assign rights to a drawing
From: goofy166-ga on 04 Aug 2005 18:43 PDT
 
Read my question again: "A company wants to BUY rights to use one of
our drawings for there company logo." This is not royalty free, it is
for money, so I can't use the contract you posted. I did look at the
links he provided, but I could not tell if they included the kind of
contract I need. Dont you think it would be throwing money away to buy
a contract "kit" only  to find that it does not give you what you
need? If there was some assurance they had the contract I need it
would be great, but based on the answers to my question so far, its
too easy it is to end up with contracts that are not useful. I could
hire an attorney to draw one up but that would cost at least 3X more
than the money I will make seling the image itself.
Subject: Re: Contract to assign rights to a drawing
From: myoarin-ga on 04 Aug 2005 19:46 PDT
 
Comments are free and usually well intended, as the above.
I think that there are differing understandings here of "royalty" or
"royalty free".  Often "royalty" is understood to mean that the user
pays relative to the amount of use of the object, an author getting so
much for each book sold, maybe in your case, pennies for each hit on
the website if the logo was on one.
I feel certain that Ipfan-ga understood that you will be paid: once, up-front.
And I assume that this could be added to "his" contract that defines
the terms for use of the drawing.

Myoarin
Subject: Re: Contract to assign rights to a drawing
From: ipfan-ga on 05 Aug 2005 07:52 PDT
 
Thanks, Myoarin, for your comment.  Well said.

Goofy, 

It is a trivial matter to fix the free license I posted for you, so
here it is, with a royalty section so the licensee can BUY rights to
use your drawing.


THE WORK (AS DEFINED BELOW) IS PROVIDED UNDER THE TERMS OF THIS
CREATIVE COMMONS PUBLIC LICENSE ("CCPL" OR "LICENSE"). THE WORK IS
PROTECTED BY COPYRIGHT AND/OR OTHER APPLICABLE LAW. ANY USE OF THE
WORK OTHER THAN AS AUTHORIZED UNDER THIS LICENSE OR COPYRIGHT LAW IS
PROHIBITED.

BY EXERCISING ANY RIGHTS TO THE WORK PROVIDED HERE, YOU ACCEPT AND
AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. THE LICENSOR GRANTS
YOU THE RIGHTS CONTAINED HERE IN CONSIDERATION OF YOUR ACCEPTANCE OF
SUCH TERMS AND CONDITIONS.

1. Definitions 

"Collective Work" means a work, such as a periodical issue, anthology
or encyclopedia, in which the Work in its entirety in unmodified form,
along with a number of other contributions, constituting separate and
independent works in themselves, are assembled into a collective
whole. A work that constitutes a Collective Work will not be
considered a Derivative Work (as defined below) for the purposes of
this License.
"Derivative Work" means a work based upon the Work or upon the Work
and other pre-existing works, such as a translation, musical
arrangement, dramatization, fictionalization, motion picture version,
sound recording, art reproduction, abridgment, condensation, or any
other form in which the Work may be recast, transformed, or adapted,
except that a work that constitutes a Collective Work will not be
considered a Derivative Work for the purpose of this License. For the
avoidance of doubt, where the Work is a musical composition or sound
recording, the synchronization of the Work in timed-relation with a
moving image ("synching") will be considered a Derivative Work for the
purpose of this License.
"Licensor" means the individual or entity that offers the Work under
the terms of this License.
"Original Author" means the individual or entity who created the Work. 
"Work" means the copyrightable work of authorship offered under the
terms of this License; specifically, the drawing identified as [insert
drawing description].
"You" or "Licensee" means an individual or entity exercising rights
under this License who has not previously violated the terms of this
License with respect to the Work, or who has received express
permission from the Licensor to exercise rights under this License
despite a previous violation.

2. Fair Use Rights. Nothing in this license is intended to reduce,
limit, or restrict any rights arising from fair use, first sale or
other limitations on the exclusive rights of the copyright owner under
copyright law or other applicable laws.

3. License Grant. Subject to the terms and conditions of this License,
Licensor hereby grants You a worldwide, royalty-bearing, non-exclusive,
perpetual (for the duration of the applicable copyright and except as
otherwise provided herein) license to exercise the rights in the Work
as stated below:

to reproduce the Work and incorporate the Work into Your advertising
and signs and to display the reproduced Work publicly.

The above rights may be exercised in all media and formats whether now
known or hereafter devised. The above rights include the right to make
such modifications as are technically necessary to exercise the rights
in other media and formats, but otherwise you have no rights to make
Derivative Works. All rights not expressly granted by Licensor are
hereby reserved.

The royalty Licensee shall pay to Licensor for this grant of rights
shall be [$], paid as follows: [insert payment terms.]

4. Restrictions.The license granted in Section 3 above is expressly
made subject to and limited by the following restrictions:

You may distribute, publicly display, publicly perform, or publicly
digitally perform the Work only under the terms of this License, and
You must include a copy of, or the Uniform Resource Identifier for,
this License with every copy or phonorecord of the Work You distribute
or publicly display. You may not offer or impose any terms on the Work
that alter or restrict the terms of this License or the recipients'
exercise of the rights granted hereunder. You may not sublicense the
Work. You must keep intact all notices that refer to this License and
to the disclaimer of warranties. You may not distribute, publicly
display, publicly perform, or publicly digitally perform the Work with
any technological measures that control access or use of the Work in a
manner inconsistent with the terms of this License Agreement. If you
distribute, publicly display, publicly perform, or publicly digitally
perform the Work, You must keep intact all copyright notices for the
Work and provide, reasonable to the medium or means You are utilizing:
(i) the name of the Original Author (or pseudonym, if applicable) if
supplied, and/or (ii) if the Original Author and/or Licensor designate
another party or parties (e.g. a sponsor institute, publishing entity,
journal) for attribution in Licensor's copyright notice, terms of
service or by other reasonable means, the name of such party or
parties; the title of the Work if supplied; and to the extent
reasonably practicable, the Uniform Resource Identifier, if any, that
Licensor specifies to be associated with the Work, unless such URI
does not refer to the copyright notice or licensing information for
the Work. Such credit may be implemented in any reasonable manner;
provided, however, that in the case of a Collective Work, at a minimum
such credit will appear where any other comparable authorship credit
appears and in a manner at least as prominent as such other comparable
authorship credit.

5. Representations, Warranties and Disclaimer

UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING,
LICENSOR OFFERS THE WORK AS-IS AND MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND CONCERNING THE MATERIALS, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY,
OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,
SO SUCH EXCLUSION MAY NOT APPLY TO YOU.

6. Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY
APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU ON ANY
LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES ARISING OUT OF THIS LICENSE OR THE USE OF THE WORK,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Termination 

This License and the rights granted hereunder will terminate
automatically upon any breach by You of the terms of this License.
Individuals or entities who have received Collective Works from You
under this License, however, will not have their licenses terminated
provided such individuals or entities remain in full compliance with
those licenses. Sections 1, 2, 5, 6, 7, and 8 will survive any
termination of this License.
Subject to the above terms and conditions, the license granted here is
perpetual (for the duration of the applicable copyright in the Work).
Notwithstanding the above, Licensor reserves the right to release the
Work under different license terms or to stop distributing the Work at
any time; provided, however that any such election will not serve to
withdraw this License (or any other license that has been, or is
required to be, granted under the terms of this License), and this
License will continue in full force and effect unless terminated as
stated above.

8. Miscellaneous 

If any provision of this License is invalid or unenforceable under
applicable law, it shall not affect the validity or enforceability of
the remainder of the terms of this License, and without further action
by the parties to this agreement, such provision shall be reformed to
the minimum extent necessary to make such provision valid and
enforceable.
No term or provision of this License shall be deemed waived and no
breach consented to unless such waiver or consent shall be in writing
and signed by the party to be charged with such waiver or consent.
This License constitutes the entire agreement between the parties with
respect to the Work licensed here. There are no understandings,
agreements or representations with respect to the Work not specified
here. Licensor shall not be bound by any additional provisions that
may appear in any communication from You. This License may not be
modified without the mutual written agreement of the Licensor and You.
Creative Commons is not a party to this License, and makes no warranty
whatsoever in connection with the Work. Creative Commons will not be
liable to You or any party on any legal theory for any damages
whatsoever, including without limitation any general, special,
incidental or consequential damages arising in connection to this
license. Notwithstanding the foregoing two (2) sentences, if Creative
Commons has expressly identified itself as the Licensor hereunder, it
shall have all rights and obligations of Licensor.

Except for the limited purpose of indicating to the public that the
Work is licensed under the CCPL, neither party will use the trademark
"Creative Commons" or any related trademark or logo of Creative
Commons without the prior written consent of Creative Commons. Any
permitted use will be in compliance with Creative Commons'
then-current trademark usage guidelines, as may be published on its
website or otherwise made available upon request from time to time.

Creative Commons may be contacted at http://creativecommons.org/.

[insert signature lines for you as the Licensor and the other party as
Licensee and you both date and sign it]

You can see the unmodified version of the license at
http://creativecommons.org/licenses/by-nd/2.5/legalcode
Subject: Re: Contract to assign rights to a drawing
From: ipfan-ga on 05 Aug 2005 07:59 PDT
 
P.S.  Don't get hung up on the term "royalty."  A royalty can also
mean a one-time payment and does not always mean a continuing payment
obligation.  Having said that, the revised free license I posted for
you which does contemplate a payment (yes, a "royalty") will work just
fine.
Subject: Re: Contract to assign rights to a drawing
From: goofy166-ga on 05 Aug 2005 11:37 PDT
 
Thanks for modifying the creative commons license, that is very nice
of you. But I dont think its going to work, its got too many terms in
it that are not appropriate for commercial licensing of an image. For
example there won't be any "credits" that the licensor has to give me.
This is set up for a different kind of animal, interesting but just
not right for my needs, as far as I can tell. But I could be wrong.
Subject: Re: Contract to assign rights to a drawing
From: ipfan-ga on 08 Aug 2005 16:11 PDT
 
You own the copyright to the artwork in question, right?  You are
licensing the copyright, right?  You want a copyright license.  A
license for "commercial use of an image" IS a copyright license.  Not
sure where the disconnect is here.

OK, I made it even simpler and there are no terms that do not apply,
but you will have to add a few details.

BY EXERCISING ANY RIGHTS TO THE WORK PROVIDED HERE, YOU ACCEPT AND
AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE. THE LICENSOR GRANTS
YOU THE RIGHTS CONTAINED HERE IN CONSIDERATION OF YOUR ACCEPTANCE OF
SUCH TERMS AND CONDITIONS.

1. Definitions 

"Derivative Work" means a work based upon the Work or upon the Work
and other pre-existing works, such as a translation, musical
arrangement, dramatization, fictionalization, motion picture version,
sound recording, art reproduction, abridgment, condensation, or any
other form in which the Work may be recast, transformed, or adapted. 
"Licensor" means the individual or entity that offers the Work under
the terms of this License.
"Work" means the copyrightable work of authorship offered under the
terms of this License; specifically, the drawing identified as [insert
drawing description].
"You" or "Licensee" means an individual or entity exercising rights
under this License who has not previously violated the terms of this
License with respect to the Work, or who has received express
permission from the Licensor to exercise rights under this License
despite a previous violation.

2. Fair Use Rights. Nothing in this license is intended to reduce,
limit, or restrict any rights arising from fair use, first sale or
other limitations on the exclusive rights of the copyright owner under
copyright law or other applicable laws.

3. License Grant. Subject to the terms and conditions of this License,
Licensor hereby grants You a worldwide, royalty-bearing, non-exclusive,
perpetual (for the duration of the applicable copyright and except as
otherwise provided herein) license to exercise the rights in the Work
as stated below:

to reproduce the Work and incorporate the Work into Your advertising
and signs and to display the reproduced Work publicly.

The above rights may be exercised in all media and formats whether now
known or hereafter devised. The above rights include the right to make
such modifications as are technically necessary to exercise the rights
in other media and formats, but otherwise you have no rights to make
Derivative Works. All rights not expressly granted by Licensor are
hereby reserved.

The royalty Licensee shall pay to Licensor for this grant of rights
shall be [$], paid as follows: [insert payment terms.]

4. Restrictions.The license granted in Section 3 above is expressly
made subject to and limited by the following restrictions:

You may distribute, publicly display, publicly perform, or publicly
digitally perform the Work only under the terms of this License.  You
may not sublicense the Work.

5. Representations, Warranties and Disclaimer

UNLESS OTHERWISE MUTUALLY AGREED TO BY THE PARTIES IN WRITING,
LICENSOR OFFERS THE WORK AS-IS AND MAKES NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND CONCERNING THE MATERIALS, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE,
NONINFRINGEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY,
OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES,
SO SUCH EXCLUSION MAY NOT APPLY TO YOU.

6. Limitation on Liability. EXCEPT TO THE EXTENT REQUIRED BY
APPLICABLE LAW, IN NO EVENT WILL LICENSOR BE LIABLE TO YOU ON ANY
LEGAL THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES ARISING OUT OF THIS LICENSE OR THE USE OF THE WORK,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Termination 

This License and the rights granted hereunder will terminate
automatically upon any breach by You of the terms of this License.
Sections 1, 2, 5, 6, 7, and 8 will survive any termination of this License.
Subject to the above terms and conditions, the license granted here is
perpetual (for the duration of the applicable copyright in the Work).
Notwithstanding the above, Licensor reserves the right to release the
Work under different license terms or to stop distributing the Work at
any time; provided, however that any such election will not serve to
withdraw this License (or any other license that has been, or is
required to be, granted under the terms of this License), and this
License will continue in full force and effect unless terminated as
stated above.

8. Miscellaneous 

If any provision of this License is invalid or unenforceable under
applicable law, it shall not affect the validity or enforceability of
the remainder of the terms of this License, and without further action
by the parties to this agreement, such provision shall be reformed to
the minimum extent necessary to make such provision valid and
enforceable.
No term or provision of this License shall be deemed waived and no
breach consented to unless such waiver or consent shall be in writing
and signed by the party to be charged with such waiver or consent.
This License constitutes the entire agreement between the parties with
respect to the Work licensed here. There are no understandings,
agreements or representations with respect to the Work not specified
here. Licensor shall not be bound by any additional provisions that
may appear in any communication from You. This License may not be
modified without the mutual written agreement of the Licensor and You.
 

[insert signature lines for you as the Licensor and the other party as
Licensee and you both date and sign it]

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