This Merchandising Agreement (this “Agreement”) between Client, of Client Address, and WP Hatch, Inc., of PO Box 910083, San Diego, California 92121 DBA Radio Swag Shop, is made effective on date signed and submitted by Client.
In the Agreement, the party who is granting the right to use the licensed property will be referred to as “Client”, and the party who is receiving the right to use the licensed property will be referred to as “Company”.
The parties agree as follows:
GRANT OF LICENSE. Client owns Branding and Visual Identity (including but not limited to Client Logo and Client Name) (“Licensed Property”). In accordance with this Agreement, Client grants Company a non-exclusive license to utilize the Property solely and only in connection with the manufacture, advertising, distribution and sale of the following merchandise (“Products”), including but not limited to outerwear and apparel, home goods such as coffee mugs, and face masks, as requested by Client.
Client retains title and ownership of the “Licensed Property.” Company agrees that it will not utilize the Property in any manner not specifically authorized by this Agreement.
PAYMENT. Company will pay to Client a royalty fee of $5 per unit sold on radioswagshop.com. The royalty payment shall be paid monthly via PayPal. With each royalty payment, Company will submit to Client a written report that sets forth the calculation of the amount of the royalty payment.
RECORDS. Company shall keep accurate records regarding the quantities of the Products that are sold. Client shall have the right to inspect such records from time to time after providing reasonable notice of such intent to Company.
MODIFICATIONS. Unless the prior written approval of Client is obtained, Company may not modify or change the Branding and Visual Identity (including but not limited to Client Logo and Client Name) in any manner.
PROTECTION OF RIGHTS AND INTERESTS. Client and Company agree that Company’s utilization of the Property upon or in connection with the manufacture, distribution and sale of the Licensed Products is conditioned upon Client’s protection of its rights and obtaining the goodwill resulting from such use. Company agrees to protect Client’s rights and goodwill as set forth herein below and elsewhere in this Agreement.
INDEMNIFICATION. For purposes of this Agreement “Indemnified Parties” refer to Client, its subsidiaries and affiliates, and co-venturers of Client and other personnel in or associated with the Property and Companys of rights relating to the Property, and the person or firm whose rights are being licensed hereunder and, where applicable, sponsors of the Property and their respective advertising agencies, and officers, directors, employees and agents of each of the foregoing and all persons connected with and or employed by them and each of them.
Except for the rights licensed hereunder by Client to Company, Company hereby indemnifies and shall hold harmless the Indemnified Parties and each of them from and against the costs and expenses of any and all claims, demands, causes of action and judgments arising out of the unauthorized use of any patent, process, method or device or out of infringement of any copyright, trade name, patent or libel or invasion of the right of privacy, publicity, or other property fight, or failure to perform, or any defect in or use of the Licensed Products, the infringement or breach of any other personal or property right of any person, firm or corporation by Company, its officers, employees, agents or anyone, directly or indirectly, acting by, through, on behalf of, pursuant to contractual or any other relationship with Company in connection with the preparation, manufacture, distribution, advertising, promotion and or sale of the Licensed Products and or any material relating thereto and or naming or referring to any performers, personnel, marks and or elements.
With respect to the foregoing indemnity, Company shall defend and hold harmless Indemnified Parties and each of them at no cost or expense to them whatsoever, including but not limited to attorneys’ fees and court costs. Client shall have the right but not the obligation to defend any such action or proceeding with attorneys of its own selection.
WARRANTIES. Client warrants, represents and agrees that it has ownership rights and authority in and has the right to grant licenses and rights to utilize the Property granted to Company in this Agreement.
Company warrants, represents and agrees as follows:
- It will not dispute the title of Client in and to the Property or any copyright or trademark pertaining thereto, nor will it attack the validity of the License granted hereunder.
- It will not harm, misuse or bring into dispute the Property or any part thereof;
- It will not incur any costs chargeable to Client;
- It will diligently and continuously solicit sales of the Licensed Products and actively offer the Licensed Products for sale, and make distribution in order to meet orders for the articles covered by this Agreement;
- It will coordinate the release, promotion, and distribution and sales activities for the Licensed Products with the release of the Property in such manner as Client shall request.
TRANSFER OF RIGHTS. This Agreement shall be binding on any successors of the parties.
TERMINATION. This Agreement may be terminated by either party at any time for any reason by providing 30 days written notice to the other party.
Upon termination of this Agreement, Company shall have the right, pursuant to the provisions hereof, to dispose of all Licensed Products, theretofore manufactured at the time of the expiration of the License granted hereunder, for a period of 90 days after the date of such expiration subject to the condition that Company pays to Client all compensation accrued to such time and delivers to Client a report to such time.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
HEADINGS: The headings used in connection with the clauses and sub clauses of this Agreement are inserted only for the purpose of reference. Such headings shall not be deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or intent of the provisions of this Agreement or any part thereof, nor shall such headings otherwise be given any legal effect.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California.
SIGNATURES. This Agreement shall be signed by Client Representative on behalf of Client and by Andrew Johnson, Owner on behalf of WP Hatch, Inc. DBA Radio Swag Shop.