This Content License Agreement (the “Agreement”) is dated as of _________________________ (the “Effective Date”) between (“Licensee”), located at [ ] , and Sophia Grace Muvi (“Licensor”), located at [ ] . Licensee and Licensor agree that this Agreement includes and incorporates by this reference the Optional Standard Licensing Terms and Conditions available at https://www.sanjh.com(the “Optional Terms”) unless the Parties agree in writing to a separate set of terms expressly intended to replace the Optional Terms (as more fully discussed in the Optional Terms).
WHEREAS, Licensee and Licensor desire to enter into a license agreement relating to the Content to be made Available by Licensee.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
In consideration of the payment of the Royalty Rate set forth below and Licensee’s compliance with the terms of this Agreement, Licensor hereby grants to Licensee during the Term a license (the “License”) to exploit the Licensed Property and Content through the Distribution Channels throughout the Territories and upon the terms and conditions set forth in this Agreement.
The Licensed Property shall be Spring Street (“Licensed Property”).
The Content shall consist of Single (“Content”).
The Distribution Channels shall consist of Satellite, Online Streaming, Theatrical
The Territories shall consist of (the “Territory”).
License will have Exclusive rights to the licensed content during this term.
In consideration of the grant of the License by Licensor to Licensee, the royalty rate (the “Royalty Rate”) payable by Licensee to Licensor from the Effective Date during the Term shall be % of Net Sales of Content. [In any event, the minimum amount of Royalties die to Licensor shall be .] Amounts payable by Licensee to Licensor pursuant to the Agreement are referred to herein as the “Royalties.”
The term of the License shall be for  years from the Effective Date (“Term”).
License Purchase Amount
Licensee will pay an amount of to purchase this license as per this term.
For purposes of calculating the Royalties, “Net Sales” shall mean the actual wholesale price of each Licensed Content multiplied by the total number of Content sold or otherwise distributed during the Term pursuant to the Agreement, less actual returns (including returns for defective products granted to customers).
Governing Law and Jurisdiction. The Agreement shall be deemed to have been made in, and shall be construed pursuant to the laws of the State of New York and the United States without regard to conflicts of law provisions thereof. The jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in New York State, USA and both parties hereby submit to the personal jurisdiction of such courts. If any legal action is brought by a party to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.
IN WITNESS WHEREOF, Licensee and Licensor have caused this Agreement to be duly executed as of the date set forth above.