Agreement is between [Company Name], a corporation, whose address is
[Address], (hereinafter called “Distributor”), and The University of Texas
[Component], with its principal office at [Component Address] (hereinafter
I. GRANT OF LICENSE TO MARKET; OWNERSHIP AND
UT______ hereby grants to Distributor the exclusive and worldwide
distribution rights for video productions produced during the term of this
Agreement in connection with [describe something about the origin of the
film] in the accredited programs series as developed by UT______ [program
title], hereinafter called “the Program(s)”. UT______ shall retain the right
to use any information licensed hereunder for its internal research and
teaching purposes. UT______ shall also retain the right to distribute the
Program(s) on the [UT______ Network].
UT______ has the right to grant the distribution rights specified in this
Agreement for the Program(s) and it has not knowingly granted any license to
another entity that would restrict the rights granted hereunder, unless
otherwise stated herein.
Whenever possible UT______ will refer inquiries and purchasers directly to
Distributor and provide to Distributor certain marketing information
available to UT______ including, but not limited to the names of
institutions, national and international as appropriate, for which UT______
feels there may be an interest for the purchase of the Program(s).
The distribution rights granted hereunder shall include sales and rentals in
all formats including, but not limited to, videocassette recordings.
II. ROYALTIES; ACCOUNTING
UT______ will pay all costs associated with distribution and sales promotion
of the nursing programs, including but not limited to, duplication of sale
and preview copies of the nursing programs (which duplication shall be of a
level of quality reasonably acceptable to UT______ and commensurate with the
high standard found in the marketplace for programs of similar subject
matter), and sales and marketing costs.
UT______ will provide, at its own expense, an acceptable master of each of
the Program(s), so that Distributor may undertake duplication of copies. The
master tapes shall be returned to UT______ upon termination of this
Distributor will set sale prices for the Program(s) consistent with the
pricing of its other programs.
The formula for determining royalties earned and owed is defined on Exhibit
II.4. Royalties accrued biannually will be paid within thirty (30) days of
January 31st and July 31st. Royalty payments shall be sent directly to
UT______ or, at the request of UT______ shall be sent to the address
indicated in Section VI.2 herein.
UT______ shall have the right to audit the records of Distributor as they
relate to the sales of the Program(s). Such audits shall take place during
normal business hours and upon reasonable notice to Distributor.
this Agreement shall not be assigned by Distributor without the express
written consent of UT______.
III. PROPRIETARY RIGHTS; REMEDIES
All programs shall be marked “Copyright UT______ - [city] 19___”.
Distributor shall insure that all copies, including partial copies of the
programs, preserve the copyright notice as follows: The copyright notice
will be placed on the videotape itself (a opposed to its housing or
container); (a) with or near the title; or (b) with the case, credits or
similar information; or © at or immediate following the beginning the
videotape; or (d) at or immediately preceding the end of the videotape.
Distributor acknowledges UT______’s ownership of any and all claims of
copyright to the videotapes and the Program(s).
In the event either party hereto learns that a third party has infringed or
may infringe upon any rights of UT______ in the videotapes/the Program(s) or
upon the rights of either UT______ or Distributor in the Program(s), it
shall disclose such information to the other party in writing.
IV. LIMITATION ON UT______ LIABILITY
UT______ shall provide the original dubbing master of the Program(s) to
Distributor on an “as is” basis without warranty of any kind, either
expressed or implied, including buy not limited to, the implied warranties
or merchantability and fitness for a particular purpose. UT______ HEREBY
DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
Distributor understands and agrees: (i) that UT______ makes no
representation or warranty concerning the accuracy or reliability of the
information contained of the Program(s); (ii) that the contents of the tapes
are intended for education use only and that if Distributor or its customers
act upon the information disseminated therein, they do so at their own risk.
Distributor agrees to cause all copies of the programs, including partial
copies, to be marked with the warranty disclaimer notice shown on Exhibit
IV.3. Such notice will be placed on the videotape itself (as opposed to its
housing or container): (a) with or near the title; or (b) at or immediately
preceding the end of the videotape.
V. INDEMNIFICATION OF UT______ BY DISTRIBUTOR
UT______ shall to the extent allowable under the laws and Constitution of
the State of Texas, hold harmless Distributor, their officers, agents and
employees from any liability or loss resulting from the negligent acts or
omissions of UT______, its officers, agents and employees in the performance
of their obligations hereunder, provided however that UT______shall not hold
Distributor harmless from claims arising out of the negligence or willful
malfeasance of Distributor, its officers, agents or employees, or other
persons not subject to the control or supervision of UT______. Distributor
shall indemnify and hold harmless UT______, The University of Texas System,
their regents, officers and employees from and against any claims, demands
or causes of action arising out of the practice of the license granted
hereunder by UT______.
This Section shall survive expiration of termination of this Agreement.
VI. TERM AND TERMINATION
This Agreement shall remain in effect for a period of four (4) years, and
shall thereafter be automatically renewable for an additional four (4) years
unless either party gives notice to the other of its desire to terminate the
Agreement in writing at least sixty (60) days before expiration of the
original or renewal term, subject to the terms of this Agreement. Either
party may, at any time during the term of the Agreement, or any renewal
thereof, terminate the Agreement upon thirty (30) days advance written
All correspondence, payments and notices from Distributor to UT______ should
be sent to:
[name and address]
If any provision of this Agreement shall be held invalid,illegal or
unenforceable and such provision does not constitute a substantial part of
this Agreement such that its deletion from this Agreement would defeat the
purpose of this Agreement, the validity, legality or enforceability of he
remaining provision(s) shall not be impaired thereby.
Agreement is executed in multiple originals upon the date set forth under the
execution signatures, and shall be effective when signed by both parties.
EXHIBITS TO AGREEMENT
Formula For Royalties
Royalties shall be paid on total Net Sales. Net Sales shall be defined as the
actual sales or rental price exclusive of discounts, shipping costs and taxes
where applicable. Previews and returned orders are not considered sales or
rentals and therefore related fees and special order charges are also excluded
from Net Sales.
Sales x 20% = Royalty Owed
Royalties are reported by item number (title) with subtotals of Net Sales.
Subtotals are finally summed for overall Net Sales.
Statement of Disclaimer of Warranty to be shown on each videotape distributed.
DISCLAIMER OF WARRANTY
NEITHER DISTRIBUTOR, UT______, OR THE PROGRAM(S) MAKE ANY REPRESENTATIONS OR
WARRANTIES, EXPRESSED OR IMPLIED, AS TO ANY MATTER RESPECTING THIS VIDEO
PRESENTATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.