COMMERCIAL LICENSE AGREEMENT

This COMMERCIAL LICENSE AGREEMENT ("Agreement") is made and effective as of the __ day of ____________________, 20__ (the "Effective Date"), by and between H. Kyoht Luterman (the "Licensor"), and _____________________________, (the "Licensee," and collectively, the "Parties").

RECITALS

WHEREAS, Licensor is the copyright holder and owner of all proprietary interest in the Artwork enumerated in Exhibit A and that is the subject of this Agreement (the "Artwork"); and

WHEREAS, Licensor wishes to license and Licensee desires to obtain a license authorizing the use of the Artwork by Licensee under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises, covenants and agreements hereinafter set forth and other good and valuable consideration, as set forth herein, the Parties agree as follows:

1. Grant of License
1. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Artwork in the course of its business and to otherwise copy, make, use and sell the Artwork. Licensee may copy and sell the Artwork in accordance with the terms set forth below, for general usage.
2. Licensee shall not use the Artwork except in accordance with the terms and conditions of this Agreement. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the Artwork subject to any limitations set forth herein.
3. Licensor shall be entitled to credit in all materials produced by Licensee in which the Artwork is a part. The credit tag shall read substantially as follows: "© H. Kyoht Luterman" and be visible to and readable by Licensee's intended customer. The prior notwithstanding, certain products, items, or materials produced by Licensee may be allowed to be produced without a credit tag if the Licensee receives in writing permission from Licensor allowing Licensee to use the Artwork without the credit tag for the specific item produced. Licensee understands that exemption from a credit tag will be on a item-by-item basis; therefore, Licensee must receive written permission from Licensor for each item Licensee wishes to be exempt from the required credit tag. For example, if Licensee produces shirts and mugs, Licensee would have to have separate written permission for the shirts and the mugs if Licensee wishes both t-shirts and mugs to be exempt.
2. Ownership of Artwork

Licensor shall remain the sole owner of the copyright in the Artwork. Licensee shall enjoy only the rights set forth above and nothing in this Agreement shall entitle Licensee to make any claim to ownership in the Artwork. Licensee many not make any other use of the Artwork other than those uses authorized herein without prior written approval from Licensor.

3. Term and Termination
1. This Agreement shall commence as of the Effective Date and shall continue in full force and effect for perpetuity, unless and until this Agreement is terminated under one of the conditions below.
1. Either Licensor or Licensee may terminate this Agreement for any reason with thirty (30) days written notice, stating the intent to terminate and the intended date of termination.
2. In the event of a change in circumstance on the part of Licensee, including, but not limited to bankruptcy, either voluntarily or involuntarily, a sell of assets, a merger or other alteration to Licensee, Licensor may terminate this Agreement, though Licensor is not obligated to do so.
3. In the event of a breach of this Agreement on the part of the Licensee, Licensor shall notify Licensee of such breach in writing. Licensee shall have fifteen (15) days from the notification to cure the breach. If the breach is not cured by the expiration of that time period, this Agreement will terminate along with all rights under this Agreement and Licensee must immediately cease all use of the Artwork, including removal of the Artwork from any labels, packaging, advertising or any products created by Licensee and destroy all physical and digital copies of the Artwork in its possession. The previous notwithstanding, a breach of this Agreement by Licensee due to nonpayment of fees shall be governed by section 4.
2. Upon termination of this Agreement, all rights and interest in the Artwork granted herein to Licensee shall terminate and Licensee shall have sixty (60) days to cease all use of the Artwork, including removal of the Artwork from any labels, packaging, advertising or any products created by Licensee. Licensee shall have sixty (60) days to destroy all physical and digital copies of the Artwork in its possession.
4. Fees
1. Licensee agrees to pay Licensor a one-time fee for each Artwork licensed. The amount of the fee for each Artwork is listed in Exhibit A.
2. Failure of Licensee to pay the fee is a material breach of this Agreement. If Licensee fails to remit payment of this fee within fifteen days of the Effective date, this Agreement will immediately terminate unless Licensor provides an extension of time in writing. Upon termination, all rights under this Agreement will terminate and Licensee must immediately cease all use of the Artwork, including removal of the Artwork from any labels, packaging, advertising or any products created by Licensee and destroy all physical and digital copies of the Artwork in its possession.
5. Indemnification
1. Licensee shall fully indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, expenses, and liability, including without limitation, suits arising from offering, promoting, advertising, sale, or use by Licensee of the Artwork, provided that such claim, loss, damage, expense, or liability does not arise from the negligence of Licensor.
2. Licensor has the right, but shall not be obligated, to maintain federal registration of the Artwork. In the event that Licensee becomes aware of any claimed or alleged infringement of the Artwork by a third party, Licensee shall promptly advise Licensor in writing of the nature and extent of such infringement or dilution. Licensor has no obligation to take any action whatsoever in the event that any infringement or dilution occurs with respect to the Artwork, but Licensor shall have the sole right to determine whether any action shall be taken. In the event Licensor sues or takes other action, legal, equitable, administrative, or otherwise, to stop an infringement or dilution of the Artwork, Licensee shall cooperate fully with Licensor, but Licensee shall not be obligated to pay any costs or expenses. Licensee has no right to enforce the Artwork through litigation without prior written authorization of Licensor. In any legal action arising from use, or ownership rights of the Artwork, where both Licensor and Licensee are co-parties, Licensor retains the right to control the litigation, including any and all settlement negotiations.
6. Assignment

Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor. Licensor shall have the right to transfer its interest in this Agreement and in the Artwork without the consent of Licensee. Licensor must notify Licensee in writing in the event that Licensor assigns all or a material part of this Agreement. This written notice must be sent to Licensee within thirty (30) days of such assignment.

7. Waiver

No term or provision of this Agreement shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party to be charged with such waiver or consent.

8. Notices

Any notice, demand or request required or permitted to be given under the provisions of this Agreement shall be in writing and delivered personally or by registered or certified mail, return receipt requested, with postage prepaid and addressed to the following persons and addresses, or to such other addresses or persons as any party may request by notice in writing to the other such party:

LICENSOR:

LICENSEE:

9. Warranties and Liability

Licensor offers the Artwork AS-IS and makes no representations or warranties of any kind concerning the Artwork, express, implied, statutory or otherwise, including without limitation, warranties of title, merchantability, fitness for a particular purpose, noninfringement or the absence of latent or other defects, accuracy or the presence or absence of errors, whether or not discoverable.

In no event will Licensor be liable to Licensee for any special, incidental, consequential, punitive or exemplary damages arising out of this Agreement or the use of the Artwork.

10. Governing Law and Forum

This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Alabama, without regard to conflicts of law principles. The courts of the county of including the U.S. District Court for the Northern District of Alabama, shall have exclusive jurisdiction over any claims, motions, or disputes arising from or relating to this Agreement, including validity, enforceability, or existence thereof.

11. Counterparts

This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. From time to time, at the mutual written agreement of the Parties, Exhibit A may be amended to include additional Artwork, which shall be considered subject to this Agreement.

12. Severability

If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

13. Entire Agreement

This Agreement constitutes the entire agreement between Licensor and Licensee and supersedes any prior understanding or representation of any kind preceding the Effective Date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

LICENSOR:

Signature:	__________________________________
Name:	Heather Kyoht Luterman
Date:	__________________________________

LICENSEE:

Signature:	__________________________________
Name:	__________________________________
Date:	__________________________________

EXHIBIT A

Title of Artwork	Description of Artwork	Fee (in US$)

IN WITNESS WHEREOF, the undersigned have executed this Exhibit as of the __ day of _______________, 20__.

LICENSOR:

Signature:	__________________________________
Name:	Heather Kyoht Luterman
Date:	__________________________________

LICENSEE:

Signature:	__________________________________
Name:	__________________________________
Date:	__________________________________

All images are © H. Kyoht Luterman