Signing this agreement in the space provided at the end of this Agreement transforms the signer into a Chronicles Licensed Publisher (CLP) with all the rights, privileges, honors and responsibilities appertaining thereto.
WHEREAS, the Founder of the Chronicles Publishing System (the Grantor) has created a proprietary publishing system (hereinafter the Licensed Goods) and wishes to offer the use of the Licensed Goods to others to create their own profitable advertiser supported publishing business, and
WHEREAS, after carefully evaluating the financial opportunities open to a duly Licensed Chronicles Publisher (CLP), I the CLP “to be” wish to purchase a Chronicles License to Publish (i. e. the Licensed Goods) to employ the Chronicles Publishing System in the operation of my own, for profit publishing business.
NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND MUTUAL PROMISES HEREIN SET FORTH; THE PARTIES HERETO AGREE AS FOLLOWS
- The Grantor hereby grants to the CLP the right to profit from the CLP’s application and use of the Licensed Goods.
- In addition to all other rights hereby granted to the CLP, the CLP has the right to sell an unlimited number of the Grantor’s proprietary Adverslides to individuals, companies or organizations, to set the prices thereof, retain the proceeds there from and to engage others to assist in the sale of advertising on behalf of the CLP in present and future Chronicles branded print and digital publications.
- The parties hereto agree the one time license purchase price of six hundred twenty-four ($624.00) dollars is payable in advance. The royalty of twenty-four dollars and ninety-nine cents ($24.99) shall be debited weekly from the CLP’s bank account.
- The CLP has the right to engage in contractual agreements with content creators located anywhere; and to publish such content in present and future Chronicles print and digital publications, provided such content does not reflect negatively on the Grantor, the Grantor’s advertisers, the CLP, the CLP’s advertisers, nor (in the case of print publications) the establishments that distribute the publications.
- The parties hereto agree the Licensed Goods conveyed to the CLP includes everything related to the print and digital publishing business the Grantor has developed including, but not limited to
a) the Chronicles Operations Manual
b) the right to sell and display Adverslides at all Chronicles sites
c) Chronicles product strategies and architectures,
d) Chronicles drawings,
e) Chronicles processes, procedures and techniques,
f) Chronicles forms,
I) software programming,
j) custom coding,
k) software modeling,
l) design templates,
o) graphic designs of both physical and digital editions,
s) brand names,
u) trade secrets,
v) website designs,
w) data designs,
y) business strategies and
z) any other business and/or technical information created by the Grantor pertaining to the Licensed Goods
All rights appertaining thereto remain entirely the intellectual property of the Grantor, its successors and assigns, absolutely and forever, for any and all rights whether known or hereafter created throughout the world, and for all uses and purposes whatsoever.
The CLP is hereby licensed to use the Licensed Goods in the normal course of the CLP’s licensed operations.
- The Grantor agrees to deliver the Licensed Goods to the CLP following a reasonable time for production, shipment and delivery of Licensed Goods. The parties hereto agree that several components of the Licensed Goods shall be delivered in digital format via the Internet. Other components shall be delivered as “hard copies”. Some components may be delivered in both digital and hard copy formats. Notwithstanding the above, within one business day of the execution of this agreement by the CLP, the Grantor shall deliver to the CLP, digital versions of the following:
a) the Chronicles Publisher Operations Manual,
b) Advertiser Contract Order Form,
c) Ad Copy Form,
d) Ad Copy Proof,
e) Daily Call Record and
f) Microsoft Excel Ad Rate Modeling Program.
The Licensed Goods shall be considered delivered to the CLP in full when the Licensed Goods are accessible by the CLP.
- The parties hereto agree that the use, implementation and application of the Licensed Goods by the CLP is either self explanatory or the pertinent instructions are contained within the Licensed Goods (generally in the Operations Manual) and unless agreed to by the parties hereto in separate agreements, the Grantor shall not be responsible for any additional services such as:
a) installation of software or software templates on the CLP’s computer(s),
b) customized adaptation of any of the Licensed Goods,
c) acquisition of advertisers or places of distribution for the CLP’s publications,
d) education and training in the use of the Licensed Goods beyond the extensive details included in the Licensed Goods,
e) implementation and conversion of the Licensed Goods, or
f) integration of the Licensed Goods with the CLP’s other products, services or publications (if any).
It is expressly understood by the parties hereto that the CLP is responsible for applying the Licensed Goods to the CLP’s specific needs and requirements.
- The Grantor hereby represents and warrants the Grantor owns the Licensed Goods and its legal property rights, which gives Grantor the right to grant the respective license. The Grantor possesses the contractual right to grant the License herein described.
- The parties hereto agree support services available to the CLP shall consist of e-mail, text and telephone support during the Grantor’s regular business hours.
- The CLP hereby agrees the knowledge acquired through association with the Grantor is of a proprietary nature. The CLP agrees to make every effort to keep said proprietary information confidential and to treat the Licensed Goods with the same care the CLP would if they originated with the CLP. Confidential information shall mean everything the Grantor provides to the CLP including any analysis or amalgamation or compilation of the confidential information authored or performed by the CLP. Confidential information does not include anything that is in the Public Domain, is common knowledge or anything the CLP has demonstratively acquired independent of the Grantor, such as:
a) information which has fallen into the public domain without violating this Agreement,
b) information known by the CLP prior to communication by the Grantor,
c) information disclosed to the CLP by a third party having the authority to disclose it, and
d) information which must be disclosed by law
The CLP agrees that, in the event it is required by law to disclose confidential information, the CLP will inform the Grantor of such disclosure and will use all reasonable efforts to limit the required disclosure. The confidentiality obligation shall remain in full force and effect for a period of five (5) years following any termination of this Agreement.
- The CLP agrees not to associate with or create similar or identical independent publications in any form while associated with the Grantor nor for a period of five (5) years after termination of said association. The CLP further agrees that in the event of a breach of this clause the CLP agrees to pay a penalty of ten thousand ($10,000.00) Dollars in liquidated damages. Such payment of liquidated damages shall not preclude the Grantor from pursuing other courses of action in the event of a breach of this agreement.
- The CLP agrees to hold harmless and indemnify the Grantor against any claims made against the CLP arising from the CLP’s actions or in-actions.
- The license to publish commences on the date the license is purchased and shall continue from year to year unless sooner terminated by either party hereto. Either Party may terminate this Contract forthwith by written notice if the other Party:
a) becomes insolvent or generally fails to pay, or admits in writing its inability to pay debts as they become due,
b) commits any material breach or persistent breaches of any term of this Agreement and,
c) which (in the case of a breach capable of being remedied) shall not have been remedied within thirty (30) days of receipt of a written request to remedy the same.
The Parties acknowledge that any infringement of Grantor’s intellectual property rights by the CLP always constitutes such material breach.
- The CLP may terminate this agreement by written notice at anytime without cause with the understanding that all CLP rights and privileges cease on the date of such termination notice. Continued use of the Licensed Goods after the CLP self terminates or is terminated for just cause shall constitute a violation of copyright and trademark laws of the United States of America and other applicable laws and will be prosecuted to the fullest extent of the law.
- The Grantor may terminate for just cause. For purposes of this agreement, just cause shall include:
a) the CLP violates the laws of the democratically elected country wherein the CLP operates,
b) the CLP intentionally commits a breach of the terms of this agreement,
c) the CLP fails to pay the weekly royalty fee, and
d) other high crimes and misdemeanors.
Notice of intent to terminate said license to publish may be delivered by hand, by certified mail or by email. In the event of termination, the Grantor has the right to replace the terminated CLP. Nothing in this clause shall be construed as an elimination or waiver of any obligations any terminated CLP entered into with any third parties.
- Any termination of this Agreement shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder or by law and shall not affect any accrued rights or liabilities of either Party, nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
- The parties agree, in the event of termination by the CLP the Grantor has the right to retain or collect amounts due in accordance with the following:
a) if the CLP self terminates within seventy-two (72) hours of the execution of this agreement a sum not to exceed twenty-five (25%) percent of the license purchase price,
b) if the CLP self terminates within seven days (7) days of the execution of this agreement a sum not exceeding fifty (50%) percent of the license purchase price,
c) if the CLP self terminates after fifteen (15) days from the date of this agreement the Grantor has the right to retain one hundred (100%) percent of the license purchase price.
- The parties hereto agree that, in the event of termination by the Grantor for just cause, no License Purchase funds shall be refunded to the terminated CLP. Upon termination, the CLP’s License to Publish Agreement becomes null and void. Notwithstanding the above, a terminated CLP shall have the right to receive any accounts receivable for the sale of advertising rightfully due the CLP at the time of termination.
- This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, USA. If a dispute arises out of or relates to this contract, or the breach, termination or invalidity thereof, and if the dispute cannot be settled through negotiation on the part of the parties hereto, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration, litigation, or some other dispute resolution procedure.
- In the event of mediation failure, any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. For more details about the American Arbitration Association please visit their web site.
- This agreement constitutes the full understanding between the parties hereto and any changes hereto must be in writing and signed by both parties. It is expressly understood by the parties hereto that this agreement grants no right to either party to demand or receive of the other party any thing other than that which is detailed herein. This agreement shall be construed in accordance with the laws of the State of North Carolina, USA. Any legal disputes brought by either party shall be litigated in the State of North Carolina. Any waiver of any part of this agreement shall not be considered a permanent waiver nor shall it affect any other part of this agreement. If any part of this agreement shall be deemed unenforceable, it shall not affect any other part of this agreement.
After processing your purchase, the Grantor will email you a signed copy of the Agreement along with all your digitally formatted Chronicles Publishing assets. Your hard copy assets will be sent by regular mail.
IN WITNESS WHEREOF, by signing in the space provided below and pressing “Buy License Now”, I the undersigned become a Chronicles Licensed Publisher :
Chronicles Licensed Publisher
(sign in the box below with your mouse or finger)