Licensing Agreement

DIGITAL ASSET LICENSE AGREEMENT

(“THE AGREEMENT”)

RECITALS

Artist is in the business of producing, representing, and selling art, designs, illustrations and other assets primarily in digital form (each a “Digital Asset”)

THREADCURRY is in the business of creating, reviewing, broadcasting, licensing, promoting, selecting and selling PRODUCTS (PRODUCTS means any combination or collection of Tshirts and other clothing or various products with DIGITAL ASSETS, ARTWORKS, (images, photographs, illustrations, e.t.c.) and their derivatives, delivered in any manner known or will be known in the future as a digital file).

1. LICENSE GRANT

1.1.  ARTIST grants to LICENSOR the WORLDWIDE license and right (indicatively) to:

1. represent, use, license, promote, sell, publish, distribute, transmit, broadcast, display, adapt his ARTWORKS with other ARTWORKS for commercial or non commercial purposes

2. ROYALTIES

In consideration for the license granted above, LICENSOR shall pay to ARTIST royalties, which is on per Sale of Tshirt and other clothing or various products with DIGITAL ASSETS from ARTIST. THREADCURRY shall pay the royalty to ARTIST on a monthly basis as per below –

• Country EXCLUSIVE/NON-EXCLUSIVE Royalty Rate (USD)
• Argentina Non Exclusive $1.50
• Australia Non Exclusive $2.00
• Brazil Non Exclusive $1.50
• Chile Non Exclusive $1.50
• China Non Exclusive $1.50
• Colombia Non Exclusive $3.50
• Ecuador Non Exclusive $2.50
• Egypt Non Exclusive $1.00
• France Non Exclusive $1.50
• Germany Non Exclusive $1.50
• Hong Kong Non Exclusive $1.50
• India Exclusive $2.00
• India Non Exclusive $1.00
• Indonesia Non Exclusive $1.50
• Italy Non Exclusive $1.50
• Kenya Non Exclusive $1.00
• Malaysia Non Exclusive $1.50
• Mexico Non Exclusive $1.50
• Nigeria Non Exclusive $1.00
• Panama Non Exclusive $1.50
• Peru Non Exclusive $1.50
• Philippines Non Exclusive $1.50
• Saudi Arabia Non Exclusive $2.00
• Singapore Non Exclusive $1.50
• South Africa Non Exclusive $1.00
• Spain Non Exclusive $1.50
• Thailand Non Exclusive $1.50
• UAE Non Exclusive $2.00
• UK Non Exclusive $1.50
• Venezuela Non Exclusive $4.50
• Vietnam Non Exclusive $1.50

3. WARRANTIES

ARTIST represents, warrants, and agrees:

A.   that ARTIST:

1. is the sole and exclusive owner or authorized licensee or agent of all rights worldwide to the ARTWORKS (or PRODUCTS) submitted to DISTRIBUTOR necessary for the grant of the rights, licenses and releases in this Agreement, free and clear of any claims, restrictions, or other agreements that conflict with or adversely affect LICENSOR’s rights under this Agreement; or
2. has obtained all rights (or waivers of such rights, including, without limitation, moral rights) to source materials which comprise the ARTWORKS (or PRODUCTS) and has obtained all necessary permissions, consents, and releases (including, without limitation, property, material, and/or model releases) from all persons and entities in connection with the ARTWORKS (or PRODUCTS) and that are necessary to permit LICENSOR to market, sell, license and distribute the ARTWORKS (or PRODUCTS) under this Agreement.
3. would bear all the charges applied during transfer payment of Royalty and LICENSOR would not be liable for the same

B.   LICENSOR represents, warrants and agrees that LICENSOR:

1. has read and understands this Agreement, and has the legal right to enter into this Agreement and perform its obligations hereunder;
2. that the execution, delivery, and performance of this Agreement do not violate any law, regulation, or agreement applicable to LICENSOR, or its internal regulations, by-laws or any contract, agreement, or commitment to which DISTRIBUTOR is bound; and
3. that it will comply with all applicable laws and regulations relating to the performance of its obligations under this Agreement

4. INDEMNIFICATION

A.   ARTIST agrees to defend, indemnify, and hold harmless LICENSOR, and their directors, officers, members, employees, agents, attorneys, and successors, from any and all claims, demands, losses, damage, liability, cost, and expense, including without limitation attorneys’ fees and costs incurred by LICENSOR, resulting from or arising out of:

1. any inaccuracy of any representation or warranty made by ARTIST;
2. any failure of ARTIST to perform any obligation, covenant, or agreement hereunder; and
3. any claim by a Third Party which results in a bona fide settlement, claim, or adjustment which if proved true would constitute a breach of the representations and warranties set forth in this section.

B.   LICENSOR agrees to defend, indemnify, and hold harmless ARTIST from any and all claims, demands, losses, damage, liability, cost, and expense, including without limitation attorney’s fees and costs incurred by ARTIST resulting from or arising out of:

1. any inaccuracy of any representation or warranty made by LICENSOR
2. any failure of LICENSOR to perform any obligation, covenant, or agreement hereunder; and
3. any claim by a Third Party which results in a bona fide settlement, claim, of adjustment which if proved true would constitute a breach of the representations and warranties set forth in this Agreement.

5.  TERM

1. This Agreement shall be applicable for an indefinite period. This Agreement may be terminated by mutual Agreement of both parties or by ARTIST in his consent during the term period. A notice in writing for termination from either party shall conclude the term of the agreement.
2. Upon the expiration or termination of this agreement, LICENSOR shall use all reasonable efforts to promptly retrieve and return the ARTWORKS to ARTIST. It is expected that the ARTWORKS in LICENSOR’s possession or in the possession of clients at the time of such expiration or termination will be returned within three months after termination. In addition LICENSOR will erase all electronic or digital copies of ARTWORKS from its computers within 30 days of termination.

This agreement shall be governed by the Indian Laws. The Courts of India shall be competent to resolve any dispute to arise between the contracting parties. Any dispute between the parties deriving from or relating to this agreement shall be resolved in accordance with the Indian Laws.