LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and entered into this
______ day of ____________, _____, by and between _____________________
("Developer") and Astral Entertainment Inc.
1. LICENSE. Astral Entertainment hereby grants to Developer a license to use
the copyrighted characters, plots, settings, and related elements from the series
of games detailed in Exhibit “A” for the purposes of creating one PC game or
other entertainment product (hereafter referred to as “Title”). Developer may
not use these copyrighted characters, plots, settings and related elements from
the series of games detailed in Exhibit A for any other products besides Title.
Developer hereby grants to Astral Entertainment the full, exclusive,
worldwide license to copy and distribute Title, and to market, distribute,
reproduce, sublicense and create derivatives, upgrades and enhancements of
the Licensed Software/Product to distributors, dealers and end users.
1.1
Astral Entertainment is granted the right to use Developer's name,
logos, trade names and trademarks as provided by Developer upon
request, and the package design and documentation in any
connection with the marketing of Title, provided that Astral
Entertainment properly indicates Licensor's proprietary rights and
any such trade names, trademarks and logos. Developer shall have
the right to approve in advance that part of the package design that
includes its logos, product names, trade names and trademarks.
1.2
Title shall consist of the final product, as well as any and all
versions prior to the final product as well as any development, preor post-development code, artwork, text and files that are used in
creating the final product.
2. PUBLICATION, PAYMENT AND RECORDS.
2.1
Before Astral Entertainment has chosen to either accept or decline
Title, Title may not be distributed by Developer in any way
including distribution on the World Wide Web (Internet), without
the expressed consent of Astral Entertainment.
2.2
Astral Entertainment may choose either to accept or decline Title.
Upon accept, Astral Entertainment will determine the specifics of
how Title shall be distributed, and Developer must comply with
these chosen specifics. If Astral Entertainment has decided that a
royalty will be paid, a further contract will be signed to determine
the exact royalty payments. If Astral Entertainment has decided
that no royalty will be paid, the product will not be sold (it might
be distributed as freeware, etc.) and thus no royalty agreements are
needed. Upon decline Developer may choose to continue
developing Title and not distribute it, so long as Developer follows
suggestions given by Astral Entertainment, so that a later version
of Title may be chosen to be accepted or declined once more. If
Developer chooses not to continue developing Title Developer
must send to Astral Entertainment all existing versions of Title as
well as all code, text, graphics and other elements that are related
to the licensed items in Exhibit “A”, and then immediately destroy
their own copies that are related to the licensed items in Exhibit
“A”. At this point Developer no longer has any right to use items
from Exhibit “A” and termination of this agreement shall take
place.
2.3
The royalty payments, if determined by a later contract, shall be
paid on all units of Title copied and distributed by Astral
Entertainment to third parties, excluding those units distributed
gratis for review, advertising, promotion, sample or like purposes
for which no royalties shall be paid.
2.4
At the end of each calendar quarter, Astral Entertainment shall
prepare and submit to Developer a written account setting forth the
number of units of Title copied and distributed by Astral
Entertainment. Royalties for each quarter shall be due and payable
thirty (30) days from the end of each quarter.
2.5
Astral Entertainment shall maintain records adequate to verify the
accounts required under Section 2.4 herein. Developer or its agents
shall have the right to inspect, audit and analyze such records upon
five (5) business days written notice during regular business hours
to verify compliance with this Agreement, but such audits shall not
be conducted more frequently than once a year. Developer shall
bear the cost of such audits.
3. TITLE AND COPYRIGHTS.
3.1
Title and all modifications are proprietary to Astral Entertainment.
All applicable rights to patent, copyrights, trademarks and trade
secrets and the Licensed Software/Product remain with Astral
Entertainment.
4. WARRANTY AND LIMITATION OF LIABILITY.
4.1
Developer warrants they have sufficient right, title and interest in
and to Title to enter into this Agreement, and shall indemnify and
hold Astral Entertainment, its agents and employees harmless from
any loss, damage or liability for infringement of any United States
patent right or copyright with respect to the use of Title, provided
that Developer is notified in writing within ten (10) calendar days
of any suit or claim against Astral Entertainment, and that Astral
Entertainment permits Developer to defend, compromise or sell the
said claim of infringement and gives Developer all of the available
information, assistance and authority to enable Developer to do so.
4.2
Developer further warrants that Title herein shall be free from
physical defects and viruses. If the diskettes are defective or
contain viruses, Developer shall replace them at no additional cost
to Astral Entertainment.
4.3
Developer further warrants that Title shall function in accordance
with the specification heretofore provided to Astral Entertainment.
4.4
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING ANY IMPLIED MERCHANTABILITY OR
FITNESS FOR A PARTICULAR USE. NEITHER PARTY
SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL
OR CONSEQUENTIAL DAMAGES OF ANY NATURE
WHATSOEVER, EVEN IF THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
5. TERMINATION.
5.1
If Title is chosen upon accept, as detailed in 2.1, and Developer
wishes its status to remain accept, Developer may not terminate
this agreement.
5.2
If Title has previously been chosen upon accept, and Developer
wishes to change this to decline, then Developer must send to
Astral Entertainment all existing versions of Title as well as all
code, text, graphics and other elements that are related to the
licensed items in Exhibit “A”, and then immediately destroy their
own copies of these elements that are related to the licensed items
in Exhibit “A”. At this point Developer no longer has any right to
use items from Exhibit “A” and termination of this agreement shall
take place.
5.3
Astral Entertainment shall have the right to terminate this
Agreement at any time without the consent of Developer, at which
point both Astral Entertainment and Developer must destroy all
existing versions of Title as well as all code, text, graphics and
other elements that are both unique to Title and related to the
licensed items in Exhibit “A”.
5.4
Either above case can take place only after thirty (30) days written
notice to the other party.
5.5
Upon termination of this Agreement, Astral Entertainment's right
to copy, distribute and sublicense the Title and all related
trademarks, copyrights and trade names shall be terminated except
that, if the Agreement was terminated by Astral Entertainment,
Astral Entertainment may distribute and sublicense any use of Title
in Astral Entertainment’s possession at the time of termination.
The termination shall not act to terminate the sublicenses granted
to distributors, dealers or end users by Astral Entertainment
pursuant to this Agreement.
6. UPGRADES AND IMPROVEMENTS. If Developer creates any upgrades or
enhancements to Title during the license term, Developer shall offer to Astral
Entertainment copies of such upgrades or enhancements. Use of all such
updates and enhancements by Astral Entertainment shall be subject to the
terms and conditions of this Agreement. Astral Entertainment may create
upgrades or enhancements or otherwise modify Title as it deems appropriate
in its sole discretion.
7. MISCELLANEOUS.
7.1
7.2
7.3
7.4
Modification and Amendment. This Agreement may be
modified or amended only in writing by the consent of both parties.
Confidentiality. Both parties agree that all information revealed
to it in connection with this Agreement is proprietary and shall be
kept confidential. Both parties shall take all reasonable steps to
keep such information confidential.
Survival. The provisions of this Agreement that by their sense and
context are intended to survive termination of this Agreement,
claim but not limited to provisions regarding payment and
confidentiality, shall sole survive this Agreement.
Notices. All notices required by this Agreement shall be in writing
and shall be deemed given as of the day personally delivered or
mailed, postage pre-paid, certified or registered mail, return receipt
requested, addressed to the appropriate party at the address set
7.5
7.6
7.7
forth below or such other addresses either party may request in
writing.
Binding Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties and their legal successors.
Entire Agreement. It is expressly agreed that this Agreement and
Exhibit "A" embody the entire contractual agreement and that there
is no other verbal or written agreement or understanding between
the parties at the time of the execution hereunder.
Governing Law/Venue. This Agreement and its interpretation
shall be governed by the laws of the State of Minnesota and any
action to enforce any rights herein shall be brought within the State
of Minnesota.
The undersigned have executed this Agreement with the intent that it be effective
on the day and year first above written.
ASTRAL ENTERTAINMENT
(Astral Entertainment)
(Developer)
By:
By:
Print Name:
Jerry Belich
Print Name:
Title:
CEO
Title:
Address:
1342 Arden View Drive
Address:
Arden Hills, MN 55112-1902
Please have your parent sign here if you are
under 18:
(Add any additional people here.)
Exhibit “A”
PAC-GUY, PAC-GUY:RESURRECTION, PAC-GUY:ATOMIC EDITION, PACGUY:CHRISTMAS EDITION, PAC-GUY 2:FIRST CONTACT, PAC-GUY 2
PART 2:PAGOON, PAC-GAL, PAC-GUY SCRAMBLER, PAC-GUY 2:THE
LOST LEVELS, PIXEL-GUY, PAC PACK, PAC-GUY 2 PART 3:PACULA’S
CURSE, PEA-GUY:ULTIMENEINASENSHUN, PEA-GUY:ARENA, PEA-GUY
PART 2:THE ESCAPE FROM CASTLE ERNIE, PEA-GUY:VENGEANCE OR
BUST, PEA-GUY: THE MAGIC LAND, PEA-GUY, THE SECRET OF
COOLNESS, PEA-GUY: DEFEATING DR. ROBOTICA, PEA-GUY: THE
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