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Electronic Distribution Agreement
Agreement made this [date] by and between [name], whose principal place of business is at [address] (Licensor), and [name], whose principal place of business is at [address] (Distributor).
1. License. Licensor grants to Distributor a nonexclusive, worldwide license to (1) reproduce [title of publication] (Publication), in whole or in part, on magnetic, optical, or electronic media; (2) distribute Publication, in whole or in part, on magnetic, optical, or electronic media; and (3) transmit Publication, in whole or in part, by electronic means to customer terminals for display and printing by the customer.
2. Copies of Publication. During the term of this Agreement, Licensor will furnish Distributor, at no charge, with a copy of each issue of Publication when published. Licensor will also furnish Distributor, at no charge, with one copy of each back issue of Publication at Distributor's request. In addition, Licensor, at Distributor's request, will furnish Publication in machine-readable form but only to the extent possible and only if available in a structure and format that Distributor can readily process. Distributor will pay all indexing and mastering costs at no expense to Licensor.
3. Royalty. Distributor will pay to Licensor a royalty equal to ---------- percent (----------%) of the net revenue Distributor receives from distributing or transmitting Publication in magnetic, optical, or electronic media. Distributor will report and pay all royalties [quarterly; semiannually; annually], no later than [provide date by which report and payment must be made]. The report and payment will cover all receipts for the previous [quarter; six months; year].
4. Indemnification. Licensor represents and warrants that Licensor has all the rights necessary to enter into this Agreement. Licensor will hold Distributor harmless from all proven claims of third parties regarding Publication, including, but not limited to, copyright infringement, libel, or invasion of privacy arising out of any matter contained in Publication.
5. Term of Agreement. The initial term of this Agreement shall be for a period of [number] years commencing on [date] and ending on [date]. Thereafter, this Agreement shall automatically renew for successive [number]-year periods, unless either party notifies the other of contract modifications no later than [number] [days; months] prior to the end of the then-current term. Upon such notification, the parties shall agree to modify terms within [number] [days; months] or else this Agreement will terminate at the end of the then-current term. Upon the termination of this Agreement, Distributor hall have the right to continue to distribute such copies of Publication then existing or in production, provided Distributor continues to pay Licensor royalties in accordance with the provisions of this Agreement or any subsequent modification thereof. All notices required hereunder shall be in writing, addressed to the party to be notified, and mailed by certified or registered mail. All notices shall be deemed received on the [second; third] day after mailing.
6. Assignment. This Agreement cannot be assigned to a third party by either party without the consent of the other, except to a purchaser of all or substantially all of the assets that are required for the performance of this Agreement.
7. No modification of this Contract will be effective unless it is in writing and is signed by both parties. Time is of the essence of this contract. This Contract binds and benefits both the Buyer and Seller and any successors. This document, including any attachments, is the entire agreement between the Buyer and Seller.
8. Amendments of this agreement shall be by mutual consent of the parties only in writing.
9. Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.
10. 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.
11. 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.
12. No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.
13. Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.
14. Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.
15. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.
16. Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.
17. 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.
18. Governing Law. This Agreement shall be governed by and interpreted in accordance with the law of [state].
*** If Required By State Law ***
This Section for Notary:
State of _________
County of ________ [County]
On [Date] before me, [Name of Notary], notary, personally appeared [Name of Person(s) Involved], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
Witness my hand and official seal.
My commission expires: _____