THIS AGREEMENT, made this 30th day of April, 1986 by and between One Stop Posters hereinafter called the Licensee and Brandon Lee, hereinafter called the Licensor.
It is agreed by the Licensor and the Licensee that:
(1) The term of this agreement shall commence on the date set forth above, and shall continue for five (5) years from said date.
(2) The territory granted to Licensee as its exclusive territory for distribution is World Wide.
(3) Licensee agrees to pay Licensor on execution of this agreement a non-returnable advance of Two Thousand Dollars ($2,000.00) against ten percent (10%) of the suggested retail list price on all gross sales billed by the Licensee, with no allowance or deductions whatsoever permitted except for posters which are damaged, tainted, and not deemed by the License in its good faith judgment to be re-saleable by the Licensee or the customer. Such Royalties payments shall accompany all accountings sent quarterly to Licensor, the first such accounting to commence August 1, 1986. All payments, including the advance payment of $2,000.00 shall be made to Adrian Marshall Clients Account and all royalty statements shall be sent to Adrian Marshall.
(4) The Licensee agrees that the Licensor shall copyright the posters in his name and that, to the extent permitted by the copyright Act, the Licensee shall be granted such rights in said copyrights solely for the term of this agreement. Upon termination of its rights hereunder, Licensee hereby assigns to Licensor all right, title and interest in the poster and/or photographs to Licensor. Licensee agrees to display the copyright - ©1986 Brandon Lee - on the posters in an appropriate manner. The parties agree that the photographs and the poster are works made for hire.
Licensor further agrees that the Licensee shall be allowed to bring such legal action necessary for the protection of said copyrights, and in the event suit is brought, any recovery obtained, after deduction of expenses and legal fees by the Licensee for such actions, shall pay a portion of the net proceeds to Licensor in the percentages as defined in paragraph 3 of this agreement. In the event Licensee omits, fails or refuses to initiate any action to protect Licensors' copyright, Licensee agrees that Licensor may bring any such action individually to protect any rights reserved to Licensee or granted by this agreement, and should Licensee upon demand and notice, fail to pay for all costs incurred in said litigation, Licensor shall be entitled to retain all funds or damages so recovered.
(5) Licensor agrees to furnish Licensee all material from Photography session. Said Photographs are to remain the property of the Licensor for the term of this agreement, but shall be accompanied by a release signed by the photographer in favor of the Licensee for exclusive poster production. The parties agree that the photograph used for the poster shall be personally selected by licensor.
(6) The Licensee acknowledges that the name and likeness of Brandon Lee embodied in the photograph is the sole and exclusive property of the Licensor, subject to the rights granted herein, and that it is protected by applicable California Law.
(7) Licensor hereby grants Licensee the limited, non-exclusive right, during the term of this agreement, to use his name and likeness solely for the purposes of advertising and promotion for sales of the poster contemplated by this agreement, subject to his prior written approval, Which will not be unreasonably withheld.
(8) Licensee agrees that Licensor or his designated agent may audit the records of the Licensee during the normal business hours of the Licensee. Said action to be at the expense of the Licensor unless such audit reveals money owed to the Licensor in excess of five percent (5%) of money paid to the Licensor in the proceeding twelve months prior to such audit, In the event Licensee owes any sums to Licensor, Licensee agrees to apply any such overpayment to future royalties (if any) that shall be earned by the Licensor.
(9) Upon termination of this agreement, Licensee shall promptly return to Licensor all artwork, Photographs and other original material given to Licensee, and shall promptly liquidate all unsold inventory within a 3 month period or return all such inventory to Licensor, without cost or charge to Licensor.
(10) This agreement shall be deemed entered into and construed in accordance with the laws of the State of California and may not be assigned, nor any rights delegated by either party without written consent of the other. Licensor may however, assign his rights to payments hereunder to any firm or corporation in which Licensor retains a controlling interest. In the event of any dispute or breach relating to any of the terms of this agreement, the prevailing party shall be entitled, in addition to any other relief claimed, to reasonable attorneys' fees.
(11) This is not a Joint Venture and shall not be construed to constitute any type of partnership between the Licensor and Licensee. This document comprises the entire agreement between the parties and there are no understandings, either oral or written, which add, vary or contradict the written terms of this agreement. In the event of any breach or claimed breach of any of the provisions of this agreement (except for payment of royalties, timely payment of which is the essence of this agreement) the party against whom a breach Is claimed shall have ten (10) business days from the time notice is given to correct any such claim of breach prior to a breach being declared by the aggrieved party.
All notices and approvals set forth herein must be in writing, addressed to the parties as set forth above, by certified or registered mail postage prepaid, or personally delivered. The earlier of actual receipt, or five (5) days from the date of mailing, shall be deemed the date of receipt of any notice required hereunder.