'Artist Spotlight Contest' Licensing Agreement
‘ARTIST SPOTLIGHT CONTEST’ LICENSING AGREEMENT
This Licensing Agreement ("Agreement") is made and entered into agreement on the signature date of this document between Nocturnal T-shirts (hereinafter referred to as "Company") and the individual submitting artwork (hereinafter referred to as "Artist").
1. GRANT OF RIGHTS
1.1 License to Use Artwork
By submitting artwork ("Artwork") for consideration in the Nocturnal T-shirts’ Artist Spotlight Contest, the Artist grants the Company a non-exclusive, worldwide, royalty-free license to:
- Use, reproduce, modify, distribute, display, and publish the Artwork for the purposes of promoting, marketing, and selling products featuring the Artwork, including, but not limited to, T-shirts, apparel, and other tangible print on demand merchandise, social media promotions, website features, and other marketing materials.
1.2 Winner License
If the Artist is awarded Any Placement Win in either contest category (Nocturnal or Mythological Folklore), the Artist agrees to grant the Company a non-exclusive, worldwide, transferable, and royalty-bearing license to:
- Manufacture and sell products (such as T-shirts, apparel, and other tangible print on demand merchandise) featuring the Artwork on a profit-sharing basis, with terms detailed in Section 4 (Artist Compensation).
- Feature the Artwork on the Company’s website, social media platforms, and marketing campaigns for up to 3 months (dependent on winning placement as outlined in official contest guidelines) as part of the promotional package.
2. ARTIST'S OWNERSHIP OF ARTWORK
2.1 Artist Retains Ownership
The Artist retains full ownership and copyright of their Artwork, and this Agreement does not transfer ownership of the Artwork to the Company. The Company is granted only the specific rights detailed in Section 1 above.
2.2 Artist's Right to Reuse
The Artist is free to use the Artwork in any other way, including selling it elsewhere, licensing it to other parties, or using it for personal or commercial projects, provided that the Artwork does not infringe on this Agreement or the Company’s right to use the Artwork for the agreed-upon purposes.
3. TERM AND TERMINATION
3.1 Term
This Agreement begins on the signature date of this document and remains in effect until the Artist terminates the Agreement by written notice, subject to the terms outlined in this Agreement. For Any Place Winners, the licensing term for marketing and selling products featuring the Artwork will continue unless either party provides a written termination notice as described below.
3.2 Termination by Artist
The Artist may terminate this Agreement at any time by providing 60 days written notice to the Company, but not before a minimum of six months from the date of product launch for Any Place Winners. Upon termination, the Company will cease the sale of any products featuring the Artwork and remove the Artwork from promotional materials, except for materials previously created and published.
3.3 Termination by Company
The Company may terminate this Agreement at any time by providing 60 days written notice to the Artist, with no minimum timeframe from product launch. Upon termination, the Company will cease the sale of any products featuring the Artwork and remove the Artwork from promotional materials, except for materials previously created and published.
3.4 Termination by breach of Agreement
This agreement may be terminated immediately by either party in the case that either party breaches this contract. Upon termination, the Company will cease the sale of any products featuring the Artwork and remove the Artwork from promotional materials, except for materials previously created and published.
3.5 Effect of Termination
Upon termination, the Company will stop manufacturing and selling products featuring the Artwork within 60 days of receipt of Artists written intent to terminate this agreement. However, the Company is not obligated to recall or destroy any products already published, in circulation, or sales inventory. The Company’s right to continue promoting and selling any previously created content featuring the Artwork will not be affected.
3.6 Bankruptcy
The agreement shall automatically and immediately terminate if the licensee files for bankruptcy.
4. ARTIST COMPENSATION
4.1 Profit-Sharing for Any Placement Winners
For Artists awarded Any Placement Win in either category, the Company agrees to share profits from the sale of products featuring the winning Artwork. The profit-sharing details are as follows:
- The Artist will receive 35% of the net profit from each sale of a product featuring their winning Artwork. (NOTE: This is an additional 10% net profit share above our general standard profit share 25% model. All placement winners will receive the 35% net profit share on products featuring their winning design for so long as this agreement is in effect.)
- Net profit is defined as the total sales amount minus production costs, shipping, taxes, and other relevant expenses.
4.2 Payment Terms
The Company will issue payments to the Artist on a quarterly basis, with an itemized sales report detailing the number of products sold and total earnings. Payments will be made via electronic transfer by any mutually agreed-upon and trackable payment method. Payments to the Artist are considered 1099 Royalty wages and will be reported as such with the appropriate state and federal agencies, and Artist will receive a 1099 Miscellaneous form at the end of each calendar year for tax filing purposes.
5. WARRANTIES AND REPRESENTATIONS
5.1 Artist's Warranties
The Artist warrants that:
- The Artwork is their original creation and does not infringe upon the copyright, trademark, or intellectual property rights of any third party. The Artist shall disclose whether the winning Artwork holds any existing licensing agreements, copyrights, trademarks, or other legal intellectual property rights from any third party. If so, legal documentation must be presented to the Company at time of submission for review and prior to launch of any products or marketing collateral.
- The Artwork has not been licensed to any other company or entity in a way that would conflict with the rights granted to the Company under this Agreement.
- The Artist is a legal US citizen and resides within the US.
- The Artist is 18 years of age or older at the date of signing this agreement.
5.2 Indemnification
The Artist agrees to indemnify, defend, and hold the Company harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of any breach of the warranties provided in this Agreement or any claim that the Artwork infringes upon the intellectual property rights of any third party.
6. CONFIDENTIALITY
Both parties agree to keep any financial information and other sensitive information of this Agreement confidential unless required by law or with prior written consent from the other party. The general contest profit share model of 35% as outlined in the official general contest guidelines is public facing and not considered confidential.
7. MISCELLANEOUS
7.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the state of [CT].
7.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions or agreements, whether oral or written.
7.3 Amendments
Any modification or amendment to this Agreement must be made in writing and signed by both parties.
7.4 Assignment
The Company may assign its rights and obligations under this Agreement to any successor, including any person or entity that acquires all or substantially all of the Company’s business or assets.
7.5 Severability
In an event where a provision of this Agreement is found to be void and/or unenforceable by a court of competent jurisdiction, then the provisions remaining will continue to be enforced.
7.6 Dispute Resolution
Parties to this Agreement shall first attempt to settle any dispute through good-faith negotiation. If the dispute cannot be settled between the parties via negotiation, either party may initiate mediation or binding arbitration in the State of CT. If the parties do not wish to mediate or arbitrate the dispute and litigation is necessary, this Agreement will be interpreted based on the laws of the State of CT, without regard to the conflict of law provisions of such state. The Parties agree the dispute will be resolved in a court of competent jurisdiction in the State of CT.
IN WITNESS WHEREOF, the parties hereto have executed this Licensing Agreement on the date of submission by the Artist.
Artist/Intellectual Property Owner
Signature: ___________________________________________________ Date:_____________
Nocturnal T-shirts Representative
Signature: ___________________________________________________ Date:_____________
This agreement ensures that both Nocturnal T-shirts and the artist have clear expectations regarding usage, rights, and compensation while maintaining flexibility for the artist to continue using their artwork elsewhere. Let us know if you'd like to adjust any clauses or terms!