This Digital Curriculum Licensing Agreement (the “Agreement”) is made and entered into as of [Effective Date], by and between Maureen Claffy Enterprises LLC, with a principal place of business at 706 West 55th Street, Hinsdale, Illinois 60521 (“Maureen Claffy”) and YMCA, with a principal place of business at [Licensee’s Address] (“Licensee”).**
1. Definitions
a. “Art Based Digital Curriculum” refers to the art-based digital curriculum and educational materials, including text, images, videos, software, and other content, provided by Maureen Claffy .
b. “License” refers to the rights granted to the Licensee under this Agreement to use the Art Based Digital Curriculum.
2. Grant of License
Maureen Claffy grants the Licensee a non-exclusive, non-transferable, non-sublicensable right to use the Art-Based Digital Curriculum for the purpose of educational use within a particular YMCA site. Each YMCA location will be required to have its own license.
3. Term and Termination
a. Term, This Agreement shall commence on the Effective Date and continue for a period of one year, unless terminated earlier in accordance with this Agreement.
b. Termination for Convenience: Either party may terminate this Agreement upon 30 days written notice to the other party.
c. Termination for Cause: Maureen Claffy may terminate this Agreement immediately upon written notice if Licensee breaches any material term of this Agreement and fails to cure such breach within 15 days after receipt of notice of such breach.
4. License Fee
In consideration for the License granted under this Agreement, the Licensee shall pay Maureen Claffy a fee of [Specify Amount] (the “License Fee”). Licenses are particular to a YMCA location and each location requires payment of a separate licensing fee. Payment terms shall be as follows: [Specify Payment Terms, e.g., due within 30 days of the Effective Date].
5. Restrictions on Use
The Licensee shall not:
a. Copy, modify, or create derivative works of the Art Based Digital Curriculum, except as expressly permitted by this Agreement.
b. Distribute, sublicense, lease, share or transfer the Art Based Digital Curriculum to any third party or another YMCA location.
c. Use the Art Based Digital Curriculum for any purpose other than as specified in this Agreement.
Violation of any of these terms shall constitute a material breach of this Agreement.
6. Intellectual Property Rights
Maureen Claffy retains all right, title, and interest in and to the Art Based Digital Curriculum, including all intellectual property rights therein. No rights are granted to the Licensee other than as expressly set forth in this Agreement. Licensee understands, acknowledges and agrees that a misuse of its license or a material breach of this Agreement would result in irreparable harm to Maureen Claffy Enterprises.
7. Confidentiality
The Licensee agrees to maintain the confidentiality of the Art Based Digital Curriculum and not to disclose it to any third party without Maureen Claffy ‘s prior written consent.
8. Warranties and Disclaimers
Maureen Claffy Enterprises warrants that it has the right to grant the License. Except for this warranty, the Art Based Digital Curriculum is provided “as is” without any additional warranties, express or implied.
9. Limitation of Liability
In no event shall Maureen Claffy be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of Illinois.
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter hereof.
12. Amendments
No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.