Parties

• Licensor
• Licensee

When To Use

For use where Licensor grants to Licensee (Distributor-Reseller-OEM) rights to market and distribute Licensed Content (text, image, audio, and/or video files) primarily through Licensee's web site via digital downloads with an option to authorize additional distribution on specified tangible media (e.g. diskettes or CDs).

One of the key issues in any Web distribution model is which site will be the physical location of the licensed materials (the licensed materials may be resident on the Licensor's web server or the Licensee's web server). In this agreement, the Licensed Content is physically delivered by the Licensor to the Licensee for redistribution from the Licensee's web servers and site.

The Licensee incorporates the Licensed Content into the Licensee's site for distribution via digital downloads.

This is not a linking agreement where Content remains on the Licensor's site. For a linking agreement where Content remains on the Licensor's site and services derived from the Content are accessed through links from the Distributor's or Reseller's sites, see our Web Services Reseller Agreement (Framing-Executed).

"Intelligent" Document Assembly Does Work For You

This is not a static downloadable form -- my embedded logic selects, orders, arranges, and formats my carefully worded clauses from the ContractMaker database and "intelligently" assembles your document -- you're empowered to create a near-custom agreement with 1000's of meaningful variations.

Features And Options

• Option for "reseller"-type agreement (where Licensee is authorized to distribute only to end-users)
• Option for "distribution"-type agreement (where Licensee is authorized to distribute to resellers with the option to distribute also to end-users)
• Option for OEM agreement (where Licensee is authorized to aggregate or compile the Licensed Content with other products)
• Distribution options include publication and/or digital downloads from web site displays and/or push or broadcast technology such as media players or micro-browsers
• Licensor retains ownership of intellectual property rights in the Licensed Content, however, Licensee may be authorized (i) to create derivative works based on the Licensed Content by translation, abridgement (summaries or excerpts), or modification, or (ii) to aggregate or compile the Licensed Content with other content
• Exclusive dealing option (requiring Distributor-Reseller not to deal in competitive Products)
• Non-exclusive or exclusive license
• Branding options include branding by Licensor only, by Licensee's "private label" branding only, or co-branding
• Specified email campaigns by Licensee
• No royalty or royalties in the form of lump sum, per download or distribution, and percentage of advertising revenues, including advance royalty and guaranteed minimum royalty options
• Option for dispute resolution by arbitration

Unlimited Drafting Benefit

One of the great benefits of our ContractMaker service is that if you're not sure how to structure your transaction, or if you want to develop "fall back" positions for negotiation purposes, you may draft alternate variations of this document at no extra charge to assist you in developing your strategies.