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1. Parties: Identifies and provides full details of the Licensor (image owner/copyright holder) and Licensee
2. Background: Establishes that the Licensor owns/has rights to the images and the Licensee wishes to use them
3. Definitions: Defines key terms including 'Licensed Images', 'Territory', 'License Period', 'Usage Rights', 'License Fee'
4. Grant of License: Specifies the exact rights being granted, including type of license (exclusive/non-exclusive), territory, and duration
5. License Fee and Payment Terms: Details the licensing fees, payment schedule, and any royalty arrangements
6. Usage Rights and Restrictions: Specifies permitted uses, prohibited modifications, and any territorial or media restrictions
7. Attribution and Copyright Notices: Requirements for crediting the image creator and displaying copyright notices
8. Term and Termination: Duration of the agreement and circumstances for early termination
9. Warranties and Representations: Licensor's warranties regarding ownership and Licensee's warranties regarding usage
10. Indemnification: Mutual indemnification provisions for breach of warranties or misuse
11. Governing Law and Jurisdiction: Specifies Irish law as governing law and jurisdiction for disputes
1. Moral Rights: Include when working with individual photographers or artists who retain moral rights
2. Sub-licensing Rights: Include if the Licensee is permitted to sub-license the images to third parties
3. Quality Control: Include for cases where image quality in reproduction needs to be maintained
4. Exclusivity Provisions: Include if the license is exclusive in certain territories or industries
5. Image Storage and Security: Include when dealing with high-value images requiring specific security measures
6. Royalty Reporting: Include when the payment structure includes ongoing royalties
7. Model/Property Releases: Include when images contain identifiable individuals or private property
1. Schedule 1 - Licensed Images: Detailed list of all licensed images with unique identifiers, descriptions, and thumbnails
2. Schedule 2 - Usage Specifications: Detailed specifications of permitted uses, formats, sizes, and channels
3. Schedule 3 - Fee Schedule: Breakdown of licensing fees per image or usage type
4. Appendix A - Technical Specifications: Technical requirements for image reproduction and quality standards
5. Appendix B - Model/Property Releases: Copies of relevant model releases or property releases for the images
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