Content Licensing Agreement

This Content Licensing Agreement ("Agreement") is entered into as of [Effective Date] by and between [Licensor Legal Name], a [entity type or Individual] located in [State], with a mailing address at [Licensor Address] ("Licensor"), and [Licensee Legal Name], a [entity type or Individual] located in [State], with a mailing address at [Licensee Address] ("Licensee"). Licensor and Licensee are each a "Party" and collectively the "Parties."

1. Definitions

1.1 Licensed Content means the photographs, video, audio, graphics, copy, templates, and related materials identified in Exhibit A.

1.2 Permitted Uses means the specific usage rights granted in Section 2 and detailed in Exhibit A.

1.3 Term means the license duration stated in Exhibit A.

1.4 Territory means the geographic scope stated in Exhibit A: [[Territory]].

1.5 Sublicense is not permitted. Licensee may not transfer, assign, or sublicense any rights under this Agreement without prior written consent from Licensor.

2. Grant of Rights

2.1 License Grant. Subject to full and timely payment of all Fees, Licensor grants Licensee a [Exclusive/Non-Exclusive], non-transferable license to use the Licensed Content for [Permitted Uses] within the Territory and during the Term.

2.2 No Sublicensing. Licensee may not sublicense, transfer, or assign this license without Licensor's prior written consent.

2.3 Permitted Uses. [Permitted uses].

2.4 Non-Exclusivity. This license is non-exclusive. Licensor may grant the same or similar rights to other parties during the Term.

2.5 Reservation of Rights. All rights not expressly granted are reserved by Licensor.

3. Restrictions

Licensee shall not:

• Use the Licensed Content beyond the Permitted Uses, Term, or Territory;
• Train, fine-tune, or input the Licensed Content into any artificial intelligence model or system;
• Remove, alter, or obscure any copyright notices or watermarks;
• Use the Licensed Content in any defamatory, hateful, misleading, or unlawful context;
• Resell or redistribute the Licensed Content as a standalone file or product;
• Register any intellectual property rights derived from the Licensed Content;
• Use the Licensed Content in connection with sensitive categories including health claims, political content, religious content, or adult material without prior written approval from Licensor.

4. Editing and Derivatives

4.1 Permitted Edits: [[Allowed edits]].

4.2 Additional Edits: No additional edits allowed.

No pre-approval is required before the Licensee publishes or posts the Licensed Content.

5. Credit and Attribution

No specific credit line required.

Licensor may require removal of content that fails to include the required credit within 48 hours of written notice.

6. Fees, Invoicing, and Reporting

6.1 License Fee: Fee: [See schedule].

6.2 Invoicing: [[Invoice timing]].

6.3 Payment Terms: [[Payment terms]].

6.4 Late Payment: No late fee applies.

6.5 Usage Reporting: No usage reporting is required under this agreement.

7. Representations and Warranties

7.1 By Licensor: Licensor makes no warranty as to ownership or third-party rights in the Licensed Content. Licensee accepts the content as-is with respect to any third-party claims.

7.2 By Licensee: Licensee represents and warrants that it will use the Licensed Content only as permitted under this Agreement and in compliance with all applicable laws and platform policies.

7.3 Disclaimer: Except as expressly stated herein, the Licensed Content is provided "as is" without additional warranties.

8. Indemnification

8.1 By Licensee: Licensee shall indemnify and hold harmless Licensor from any claims, damages, or liabilities arising from Licensee's misuse, unauthorized use, or breach of this Agreement.

8.2 By Licensor: Licensor shall indemnify Licensee against third-party claims arising from Licensor's breach of the warranties in Section 7.1, if applicable.

9. Term and Termination

9.1 Term: [Term]

9.2 Termination for Breach: Either Party may terminate this Agreement if the other Party materially breaches and fails to cure the breach within ten (10) days of written notice.

9.3 Effect of Termination: Upon termination, Licensee must immediately cease using the Licensed Content and remove it from all active use, paid advertising, and public-facing materials.

9.4 Unauthorized Use After Term: Any use of the Licensed Content after the Term expires without a new agreement may subject Licensee to a fee equal to 200% of the original license fee or the prevailing market rate, whichever is higher.

10. Intellectual Property Ownership

All Licensed Content remains the exclusive property of Licensor. This Agreement conveys a limited license only. No ownership rights are transferred to Licensee. Licensor retains the right to display the Licensed Content in its own portfolio, showreels, case studies, and presentations.

11. Confidentiality

Both Parties agree to keep confidential any proprietary business information shared during the performance of this Agreement. Licensee shall not expose, share, or distribute raw files, source materials, or unfinished content.

12. Governing Law

This Agreement shall be governed by the laws of [[Governing State]]. Any disputes shall be resolved by binding arbitration in [[Governing State]].

This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions, representations, and agreements. Any modification must be in writing and signed by both Parties.

Signatures

[Licensor Legal Name] Licensor Signature: ______________________________ Name: [Licensor Signer Name] Email: [Licensor Email] Date: [Date]

[Licensee Legal Name] Licensee Signature: ______________________________ Name: [Licensee Signer Name] Email: [Licensee Email] Date: [Date]

Exhibit A — Licensed Content and Usage Schedule

Content Description: [[Content Description]]

Model Releases: [[Answer]]

Property Releases: [[Answer]]

Adult Content: [[Answer]]

Permitted Uses: [Permitted uses]

Territory: [Territory]

Term: [Term]

Permitted Edits: [Allowed edits]

Additional Edits: No additional edits allowed

Approval Required: [[Answer]]

Approval Contact: [[Contact]]

Credit Requirement: No specific credit line required.

Exhibit B — Fees, Payments, and Reporting

Fee Structure: [Fee structure]

Fee Detail: Fee: [See schedule].

Invoice Schedule: [[Answer]]

Payment Terms: [[Answer]]

Late Fee: No late fee applies.

Usage Reporting: No usage reporting is required under this agreement.