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Exhibit 10.3
BECOMING ART INC. LICENSE AGREEMENT
Memorandum of Agreement made and entered into this 10th day of June, 2004,
by and between;
BECOMING ART INC. a Nevada Corporation in the business of
reselling original art and original art images directly
licensed from artists residing in United States and Canada,
hereinafter referred to as the "BECOMING ART/licensee",
And
Xxxxx Xxxxxxx, having an address at 000-000 Xxxx 0xx Xxxxxx,
Xxxxxxxxx, X.X., X0X 0X0 (hereinafter referred to as
"Artist/licensor") and
Whereas, the Artist/Licensor is the owner of the entire right, title and
interest in and to certain original art and images listed in Schedule A
(hereinafter referred to as the "Licensed Images") for use on canvass transfers,
paper prints, and any other printed material that wholesale and retail buyers
may request from time to time (hereinafter referred to as the "Images"); and
Whereas, BECOMING ART/Licensee is desirous of securing and Artist/Licensor is
willing to grant, upon the terms and conditions hereinafter set forth, a
non-exclusive license of the are original artwork and/or Images for resale; Now,
therefore, in consideration of a Fee Schedule as described in Schedule A and
other good and valuable considerations, the receipt of which is hereby
acknowledged, and in consideration of the covenants and obligations hereinafter
set forth to be well and truly performed, the parties hereto hereby agree as
follows:
I. Artist/Licensor hereby grants to BECOMING ART/Licensee a non-exclusive,
non-transferable right and license to print, use and resell the Licensed Images
and in connection with promotional material for the period of ten (10) years.
Thereafter, this agreement will continue, however, the artist/Licensor may
terminate this agreement after the tenth year for convenience upon 6 months
written notice.
II. BECOMING ART/Licensee agrees to pay to Artist/Licensor, as a license, the
sums set forth on Schedule A attached hereto and made a part hereof on each
Image resold during the term of this agreement and license.
III. BECOMING ART/Licensee agrees that it will render to Artist/Licensor with
each such fee payment a written statement setting forth the total net receipts
from its fee-bearing sales used by it during the period covered by such
statement, and BECOMING ART/Licensee agrees to provide a suitable statement in
sufficient detail to enable the fees payable hereunder to be determined.
IV. In the event that BECOMING ART/Licensee or Artist/Licensor defaults or
breaches any of the provisions of this license agreement, the non-defaulting
party may cancel the license here granted upon ten (10) days' written notice to
the other party; provided, however, that if the defaulting party, within the ten
(10) day period referred to, cures the said default or breach, the license
herein granted shall continue in full force and effect until the expiration of
this Agreement or until the expiration of any re-issue, continuation or
extension thereof, in the event of the termination of the license herein granted
by Artist/Licensor to BECOMING ART/Licensee shall not be relieved of the duty
and obligation to pay in full fees accrued and due and payable at the effective
date of such termination.
V. Artist/Licensor shall indemnify and hold harmless and defend BECOMING
ART/Licensee and BECOMING ART/Licensee's officers, agents and employees from and
against any and all claims, demands, causes of action, suits, proceedings,
liabilities, damages, losses, cost and expenses, including attorney's fees,
caused by, incurred or resulting from any claimed infringement by the Licensed
Images on the rights of any third party. Artist/Licensor agrees to cooperate
with BECOMING ART/Licensee in the event the rights granted BECOMING ART/Licensee
herein are infringed upon by a third party.
VI. In the event of any adjudication of bankruptcy, appointment of a Receiver by
a court of competent jurisdiction, assignment for the benefit of creditors or
levy of execution directly involving BECOMING ART/Licensee this agreement shall
terminate.
VII. Any notice required or given pursuant to this Agreement shall be sent
certified or registered mail, postage prepaid, return receipt requested to the
address set forth above.
VIII. This agreement and the license herein granted shall inure to benefit of
each of the parties hereto and the heirs, successors and assigns each of the
parties. However, this agreement may not be assigned by either party in whole or
in part. This Agreement shall be interpreted according to the laws of the Sate
of Nevada, wherein jurisdiction shall be found in the event of any legal actions
arising hereunder, This Agreement constitutes the entire agreement of the
parties with respect to the subject matter hereof. IN WITNESS WHEREOF, the
parties hereto have caused this instrument to be duly executed as of the day and
year first above written.
/s/ Xxxxx Xxxxxxx June 10, 2004
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Artist/Licensor Date
/s/ Xxxx Xxxxxx June 10, 2004
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BECOMING ART/Licensee Date
SCHEDULE A
LIST OF IMAGES SUPPLIED TO BECOMING ART BY THE ARTIST
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UNDER THIS LICENSE AGREEMENT:
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IMAGE # Title Artist's Date Created
Initials
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1 Tundra /s/ SA
2 Flag
3 Goldsea
4 Oceanside
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5 Jettails /s/ SA
6 Stride
7 Hydrology
8 Canvas
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9 Descent /s/ SA
10 Xxxxx
11 Unison
12 Chordata
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13 Foundation /s/ SA
14 Vigilance
15 Parallax
16 Brother
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17 Conflict /s/ SA
18 Wield
19 Transition
20 Moment
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21 Kinetics /s/ SA
22 Tranquil
23 Reflection
24 Polarity
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25 Flat /s/ SA
26 Ionize
27 Terminus
28 Venetion
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29 Incertus /s/ SA
30 Occidental
31 Hydra
32 Frequency
33 Absorption
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FEE SCHEDULE:
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BECOMING ART agrees to pay the Artist, 10% of the gross profit realized from the
resale of any art product bearing the Licensed Image. Gross profit as defined by
BECOMING ART will be calculated after all costs associated with that sale have
been deducted, including but not limited to; travel, setup, retouching,
printing, packaging, shipping, and returns.
BECOMING ART agrees to pay the Artist within 30 days of receipt of payment from
the client.
