Web Site Content License Agreement

WEBSITE CONTENT LICENSE AGREEMENT

This is an agreement between ____________________, a _______________ corporation ("Licensee") and ___________________, a _________________ ("Licensor").

WHEREAS, Licensee has established a World Wide Web site and affiliated sites with the Web addresses of _______________, ______________, and _______________ (the "Site"), and Licensor has various information or content that Licensee wishes to license;

NOW, THEREFORE, the parties hereby agree as follows:

1. License.

(a) Licensor hereby grants to Licensee a non-exclusive world-wide license (the "License") for the use, publication and posting on the Site of the information and content itemized in Exhibit A (the "Licensed Content").

(b) Licensor shall provide the Licensed Content within thirty (30) days in a format that will allow Licensee to easily upload or post the Licensed Content onto the Site.

2. Payment.

In connection with the License, Licensee shall pay to the Licensor the following fees: _______________. Such payment(s) shall be due on: ___________________.

3. Term.

(a) The term of this Agreement shall be for _________ (__) years and will be automatically renewed for successive one (1) year periods unless either party elects to terminate this Agreement effective as of the end of the initial term or renewal term(s) as appropriate.

(b) Notice of termination shall be made no later than 60 days prior to the end of the initial term or renewal term(s), as appropriate.

4. Representations and Warranties Regarding Licensed Content.

(a) Licensor hereby represents and warrants that: (1) the Licensed Content is owned or licensed by Licensor and does not breach or infringe any copyright, common law right, or other right of any third party; (2) the Licensed Content does not contain any matter which is scandalous, libelous, obscene, an invasion of privacy, or otherwise unlawful; and (3) Licensor has the right, power and authority to enter into and perform this Agreement.

(b) Licensor shall defend, indemnify, and hold harmless Licensee from any claims, demands, liabilities, losses, damages, judgments, and the like (including but not limited to attorneys’ fees incurred) directly or indirectly relating to any claim by a third party of infringement of any copyright or other right with respect to the Licensed Content and from the breach of the other representations and warranties contained in this Section 4.

(c) During the term of this agreement, Licensor shall not license or...