raffaello scarmigli

LICENSE AGREEMENT

This Agreement is by and between Design Owner AND Manufacturer.  Design Owner is the individual/entity legally owning the intellectual property of the certain products described in this Agreement.  Manufacturer wishes to manufacture the products described in this Agreement.

In consideration for the mutual promises, covenants, and Agreements made below, the parties, intending to be legally bound, agree as follows:

 

1. Definitions

For purposes of this Agreement, the following terms will have the indicated definitions:

“Agreement.” This Agreement is by and between Design Owner and Manufacturer.

“Information” The documentation, technical information and/or business information, either

oral or written that Design Owner or Manufacturer furnishes to the other marked as proprietary or confidential or simply treated as such by the disclosing party. The information includes research, development or business activities, including any unannounced products and services, as well as any information relating to services, developments, services, processes, plans, financial information, customer and Supplier lists, forecasts and projections. Information shall also include the terms of this Agreement. A party’s information shall be deemed confidential under this Agreement unless the information:

- is in the public domain through no act of other party;

- is lawfully known by the other party from a source other than the first party with no restriction of confidentiality; or

- must be disclosed by requirement of law or generally accepted accounting principles.

“Terms” The duration of this Agreement.

“Products” The [Describe the products] developed or owned by Design Owner, along with all options to the products; all future versions of the products.

“End-User” Any person or entity who ultimately obtains the product.

“Intellectual Property Rights” The intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, or improvement regardless of patentability, but including patents, patent applications, trade secrets and know-how; any work of authorship, regardless of copyright-ability, but including copyrights and any moral rights recognized by law; and any other similar rights, in each case on a worldwide basis.
 

2. Royalty Terms

Design Owner and Manufacturer agree to the stated amount of royalty fees for this Product.   Disignir charges a fee of 0.2 percent of royalty proceeds for facilitating the easy licensing process.  The royalties from product sales will be distributed to designers in the form of a check every three months, unless the amount due for a given due date is lower than $100.  In that case, the amount would roll to the next 3-month cycle and the designer would be paid in month 6.

 

3. Term

This Agreement shall commence on the signing date and will continue indefinitely unless it terminates sooner according to the provisions of this Agreement. The Parties may renew this Agreement in writing upon mutual Agreement.

3.1 Continuation or Survival of Certain Sections

Certain sections, as indicated below, will survive and remain effective even after the termination of this Agreement. All other rights and obligations of each party to the other shall terminate upon the termination of this Agreement.  

 

4. Relationship

4.1 Exclusivity

Design Owner grants Manufacturer, and Manufacturer accepts from Design Owner, an irrevocable, non-transferable, right and license to manufacture the Products exclusively.

4.2 Independent Contractors

Design Owner and Manufacturer agree that their relationship is that of the buyer and the seller (or the licenser and the licensee) and not that of joint venturers, principals or agents, or franchiser and franchisee. Both are independent contractors acting for their own accounts, and neither is authorized to make any commitment or representation, express or implied, on the other’s behalf unless authorized to do so by the other in writing.

 

5. Manufacturer’s Rights & Responsibilities

In Recognition of the investment to be made by Manufacturer in connection with its manufacturing of the products, the parties agree to each of the following provisions:

5.1 Exclusivity

Design Owner hereby grants Manufacturer, and Manufacturer accepts from Design Owner, an irrevocable, non-transferable, right and license to manufacture the Products exclusively. Design Owner shall not share or grant any other manufacturer the right and license to manufacture the Products without Manufacturer’s written approval.

5.2 Modifications

Manufacturer shall have no right to modify any of the Products, and may not combine such with other products or materials to form derivative works. All rights in improvements made by Design Owner shall be held exclusively by Design Owner; Manufacturer may not use, reproduce or distribute Design Owner’s Products or derivative works in any manner except as otherwise expressly provided under this Agreement.

5.3 Other Products and Disclosure

Manufacturer shall not steal, clone, duplicate, or any other similar method, any products similar to those of the Products described in this Agreement. Manufacturer shall not disclose any confidential design details relating to those of the Products described in this Agreement to other parties without the Design Owner’s written approval.

5.4 Sales Reports

Manufacturer shall cooperate with Disignir to create monthly report of off-line sales in Disignir system.  Royalty fee owed to the Design Owner will be determined based on these reports.

5.5 Conditions of Default

These conditions of default are applied, otherwise stipulated by law.

4.5.1 Manufacturer does not provide the Design Owner Product prototype within Three (3) months from the date of licensing.

4.5.2 Manufacturer does not sell at least one order of Design Owner Product in the first Twelve (12) months from the date of licensing.

4.5.3 Manufacturer, after the first 12 months from licensing have elapsed, does not sell at least one order of Design Owner Product every Six (6) months.

5.6 Compliance with Laws

Manufacturer shall comply with all material applicable present and future federal, state, county, local, and, where necessary, laws of the country of manufacture, ordinances and regulations relating to the manufacturing and sale of the products.

 

6. Design Owner’s Rights & Responsibilities

6.1 Service Manual(s)

Within 14 days of execution of this Agreement, Design Owner shall provide Manufacturer with manuals documenting the appropriate method(s) of servicing/installing/using the products.

6.2 Implementation of Enhancements

Design Owner shall cooperate with Manufacturer in evaluating, reviewing and aggressively implementing enhancement and refinements to the products.

6.3 Conditions of Default

These conditions of default are applied, otherwise stipulated by law.

6.3.1 Design Owner shares or grants other manufacturer the right to use or produce the product described in this Agreement without Manufacturer’s written approval.

6.3.2 Design Owner purchases completed or finished product similar to the product described in this Agreement from other manufacturer(s).

6.3.3 Design Owner modifies or cancels the license to Manufacturer described in this Agreement after granting the license without acknowledgement or agreement of Manufacturer.

 

7. DESIGNIR’S DISCLAIMER

7.1 DISCLAIMER OF WARRANTIES

YOUR USE OF THE SITES IS AT YOUR SOLE RISK. THE SITES ARE PROVIDED SOLELY ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES THAT MATERIALS ON THE SITES ARE NONINFRINGING, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING; THAT ACCESS TO THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE SITES WILL BE SECURE; THAT THE SITES OR THE SERVERS THAT MAKE THE SITES AVAILABLE WILL BE VIRUS-FREE; THAT INFORMATION ON THE SITES WILL BE COMPLETE, ACCURATE, RELIABLE, TIMELY OR USEFUL; OR THAT COMMUNICATIONS SENT FROM THE SITES ARE FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IF YOU ACCESS OR DOWNLOAD ANY MATERIALS FROM THE SITES, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR PROPERTY OR DATA THAT RESULTS FROM ANY SUCH ACCESS OR DOWNLOAD.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITES OR THROUGH OR FROM THE SITES SHALL CREATE ANY WARRANTY OF ANY KIND. DISIGNIR DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS ON THE SITES IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. THIS DISCLAIMER SECTION IS AN ESSENTIAL PART OF THIS AGREEMENT.

 

THIS DISCLAIMER DOES NOT APPLY TO ANY PRODUCT WARRANTY MADE TO YOU BY THE MANUFACTURER OF THE ITEM.  

 

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU DESPITE THE “APPLICABLE LAW” SECTION OF THESE TERMS OF USE, SOME OR ALL OF THE ABOVE MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

7.2 INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS DISIGNIR AND ITS SUBSIDIARIES AND AFFILIATES, AND AS TO EACH, THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS AND SUPPLIERS, FROM AND AGAINST ANY AND ALL LOSSES, LIABILITIES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES AND ARBITRATION COSTS, ARISING OUT OF OR RELATING YOUR ACCESS TO OR OTHER USE OF THE DISIGNIR SITES, ANY CONTENT YOU POST OR SUPPLY TO THE DISIGNIR SITES, YOUR VIOLATION OF LAW OR INFRINGEMENT OF THE RIGHTS OF A THIRD PARTY, OR YOUR OTHER VIOLATION OF THESE TERMS OF USE. DISIGNIR RESERVES THE RIGHT, AT ITS OWN EXPENSE, TO ASSUME EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND, IN ANY CASE, YOU AGREE TO COOPERATE WITH DISIGNIR IF AND AS REQUESTED BY DISIGNIR IN THE DEFENSE OF SUCH MATTER.

7.3 LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL DISIGNIR, ITS DIRECTORS, EMPLOYEES, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DAMAGES (I) RESULTING FROM YOUR ACCESS TO, USE OF, OR INABILITY TO ACCESS OR USE THE SERVICES; (II) FOR ANY LOST PROFITS, DATA LOSS, OR COST OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES; OR (III) FOR ANY CONDUCT OF CONTENT OF ANY THIRD PARTY ON THE SITE. IN NO EVENT SHALL DISIGNIR’S LIABILITY FOR DIRECT DAMAGES BE IN EXCESS OF (IN THE AGGREGATE) ONE THOUSAND U.S. DOLLARS ($1000.00).

7.4 SURVIVAL OF WARRANTIES

THE WARRANTIES AND INDEMNITIES STATED IN THIS AGREEMENT SHALL SURVIVE THE EXPIRATION ON TERMINATION OF THIS AGREEMENT.

 

8. Termination

This Agreement may be terminated by written agreement of both parties or upon the occurrence of any of these circumstances: fulfillment of obligations; a material breach by the other party of any of the terms of this Agreement, which breach is not remedied by the other party within 60 days of the other party’s of notice of such breach.

 

UNDERSTOOD, AGREED & APPROVED

We have carefully reviewed this contract and agree to and accept all of its terms and conditions. We are executing this Agreement as of the Effective Date above.