Online Course License Agreement
Online Course License Agreement This agreement (“Agreement”) is entered into between ("" shall be referred to as “Licensor”), on the one hand, and Ascension Works TV LLC and its members, employees, directors, licensees, successors and assigns (collectively, “AWTV”) and Ascension Works Collaborations LLC and its members, employees, directors, licensees, successors and assigns (collectively, “AWC”) (AWTV and AWC shall together hereafter be referred as “Licensee”), on the other, in connection with the license by Licensor to Licensee for rights in and to certain content from Licensor’s current courses as further described on Exhibit A attached hereto and incorporated herein that may be edited, adapted and/or repacked and sold by Licensee. Licensor’s courses licensed to Licensee pursuant to this Agreement and any and all services furnished by Licensor are hereafter referred to individually and collectively as the “Class". In consideration of the mutual promises, covenants and conditions set forth herein, and for other good and valuable consideration, the adequacy and sufficiency of which is acknowledged, the parties agree as follows:
LICENSE: Licensor hereby irrevocably grants to Licensee the perpetual right to use the Class and any Licensee-supplied materials as embodied in the Class and/or in connection with the Class on a world wide basis and including but not limited to in advertising, marketing, and promotional materials. Licensor acknowledges and understands Licensee is under no obligation to use the Class. Licensor deems Licensee as attorney in fact to execute any such necessary documents in Licensee’s name to effectuate this provision. For the avoidance of doubt, Licensee will have the right to distribute, sell and otherwise exploit the Class and the allied and ancillary rights therein (including, without limitation, the right to adapt for foreign language subtitling or dubbing, etc.) via any means now in existence or hereafter discovered (including, without limitation, by means of Internet streaming, downloading, podcasting, mobile devices (including, without limitation, via an application for computer, telephone, tablet or other such devices), television of all types, home video, DVDs, and theatrically) and/or to reproduce, distribute, display, sell, or distribute the Class to any party. Licensee will have no obligation actually to use the Class or Licensor’s services or use any of the results and proceeds thereof, or to exercise any of the rights granted to Licensee hereunder, or to produce, or to continue production, or exploitation, if commenced. Licensor represents and warrants that the Class and all materials created by, contributed by or furnished by Licensor or any party on behalf of Licensor in connection with the Class or otherwise in connection with this Agreement will be original to Licensor and shall not violate the rights of any person or entity, including but not limited to breach of contract, privacy or publicity rights, copyright, defamation, false light, public disclosure of private fact, intrusion into seclusion, trademark infringement, unfair competition or any other claim, whether statutory or based on common law. Licensor further acknowledges that she/it is not entitled to any royalties revenue, profits, sums, payments, fees, compensation or other monies derived from the sale, distribution, reproduction, license, public performance, display and/or exploitation of the Class or for the services provided by Licensor in connection with the Class except as provided below. Licensor irrevocably and unconditionally waives any droit moral and like rights (including but not limited to any rights of privacy and/or publicity) that she/it may have in the Class and any derivatives thereof and agrees not to make any claim against Licensee or any party authorized by Licensee to exploit the Class based on such moral or like rights.
CREDIT: Credit afforded, if any, will be in the sole discretion of Licensee. Failure by Licensee and/or any party to provide such credit shall not be deemed a breach of this Agreement. Licensor irrevocably grants to Licensee the right to use her/its name, voice, likeness, biographical data, trademark(s) and/or service marks in connection with the sale, license, distribution, exhibition, advertising, publicity and/or exploitation of the Class, or any element thereof, in perpetuity in any medium now known or hereafter developed.
INDEPENDENT CONTRACTOR; PUBLICITY: Licensor is not an employee, partner, or joint venturer with Licensee for any purpose. Licensee shall not be responsible for withholding taxes with respect to Licensor’s compensation hereunder, if any. Licensor shall have no claims against Licensee or any other party for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Licensor shall be solely responsible for making all necessary withholdings from compensation, if any, and remitting such withholdings or other payments or taxes as required by law. Licensor indemnifies and holds Licensee harmless from and against any and all claims, demands, losses, expenses, damage and/or liability of any kind arising from any breach of any representation or warranty by Licensor and shall have no claims against Licensee in connection therewith. Licensor is not entitled to seek injunctive or other equitable relief, or to otherwise interfere in any way with the sale, distribution, exploitation, advertising or promotion of the Class or any element thereof. Licensee assumes no liability for Licensor and/or any employees, representatives and/or independent contractors of Licensor. Licensor is not an agent of Licensee and is not authorized to contract on behalf of Licensee, employ, or otherwise incur any liability or obligation on behalf of Licensee unless expressly authorized in advance to do so in writing. Licensor shall not directly or indirectly circulate, publish or otherwise disseminate any news story, article, or other publicity concerning the Class, Licensee, or Licensor’s services for Licensee without Licensee’s prior written consent in each instance.
SERVICES. Licensor will render reasonable promotional and publicity services, in connection with the publicity and promotion of the Class, subject to Licensee’s then-current professional availability (provided that Licensee will use best efforts to be available to render promotional services as and when reasonably required by Licensee). Licensor will also assist Licensee with any questions that may arise from customers and prospective customers concerning the Class.
PAYMENTS. In consideration for the rights and licenses granted to Licensee by Licensor herein and in full and final compensation to Licensor, Licensee will pay to Licensor Seventy Percent (70%) of Class Derived Basic Net Proceeds (as defined below), in accordance with the following:
IN WITNESS WHEREOF, the parties have caused this Deal Memo to be executed by their duly authorized representative.
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Signed by Michael Waskosky
Signed On: August 23, 2022
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Document Name: Online Course License Agreement
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