COPYRIGHT LICENSE AGREEMENT
IMPORTANT - THIS IS A CONTRACT -
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING THE CHECKBOX
AND THE "I AGREE" BUTTON.
This
COPYRIGHT LICENSE AGREEMENT (“Agreement”) is entered into by and between YOU (the "LICENSOR") and San Francisco Symphony, located at Davies Symphony
Hall, 201 Van Ness Avenue, San Francisco, CA 94102 (the "LICENSEE"). LICENSOR
and LICENSEE when not referred to individually are sometimes referred to
herein severally as a “Party” and jointly as the “Parties.”
WHEREAS,
LICENSEE has created a project entitled Keeping Score™ that features the San Francisco Symphony; and
WHEREAS,
LICENSEE is the sole owner of the trademark Keeping Score™ (the “Mark”); and
WHEREAS,
the Keeping Score™ Project provides
innovative, thought-provoking classical music content on PBS television, hosted
by Michael Tilson Thomas, national public radio, the Internet, and through the Keeping Score™ Education program; and
WHEREAS,
the Keeping Score™ Education program
builds on the themes and concepts from the Keeping
Score™ television series. The model program offers K-12 teachers training,
materials, and support to integrate classical music into their classrooms,
including core subjects such as science, math, English, history and social
studies. Participating teachers from partner school districts receive training
by LICENSEE’S musicians, educational staff and a variety of arts
educators during an annual Summer Institute and follow-up workshops during the
school year; and
WHEREAS,
a primary goal of the Keeping Score™
Education program is to further participation in, and exposure to, classical
music through distribution of specially prepared Keeping Score™ materials and partnerships with educators, schools,
arts organizations and presentations in community and cultural centers; and
WHEREAS,
LICENSEE has created, owns and maintains an Internet website at the URL
keepingscore.org (the “KS Website”); and
WHEREAS,
LICENSEE has created, owns and maintains an online workspace for use by
participants in the Keeping Score™
Education program, which is located at keepingscore.projectspaces.com (the
“Project Spaces Site”); and
WHEREAS,
as part of the Keeping Score™
Education program educators may create classroom lesson plans for use by the
San Francisco Symphony and other educators in implementing the Keeping Score™ Education program; and
WHEREAS,
LICENSOR is a participating teacher
in the Keeping Score™ Education program; and
WHEREAS,
LICENSOR is the sole owner of all
copyright rights in the classroom lesson plans (“Licensed Material(s)”) that LICENSOR wishes to post or has posted on
LICENSEE’s KS Website and/or Project
Spaces Site; and
WHEREAS,
LICENSEE desires to obtain from LICENSOR a license to publish the Licensed
Material in electronic form on LICENSEE’s
Site, as well as use the Licensed Material for other purposes as set forth
herein;
NOW
THEREFORE, in consideration of the mutual promises, covenants and warranties
set forth herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:
1.
RECITALS
Each
of the Recitals set forth above are incorporated herein by reference and made a
part of this Agreement.
2.
GRANT OF LICENSE
LICENSOR grants to LICENSEE
an exclusive, except as to LICENSOR,
royalty-free, irrevocable, worldwide right in perpetuity to:
A.
publish the Licensed Material in electronic form on LICENSEE's KS
Website and/or Project Spaces Site in any form LICENSEE desires in LICENSEE’s
sole discretion;
B.
administer and control the exploitation of the Licensed Material;
C.
use the Licensed Material and license others to use the Licensed Material,
for profit or otherwise, in any form or format as LICENSEE deems
necessary or desirable in its best business judgment;
D.
make or authorize others to make any arrangement, adaptation,
translation, dramatization or transposition of any or all of the Licensed
Material, in whole or in part, and in connection with any other musical,
literary or dramatic material, all as LICENSEE may deem necessary or
desirable in its best business judgment;
E.
make or cause to be made, and to license others to make, reproductions of
the Licensed Material, in whole or in part, in such form or manner and as
frequently as LICENSEE shall determine, in its sole discretion,
including the right to advertise, promote, license or sell such reproductions
for any and all purposes; and
F.
To authorize the digital or electronic reproduction or distribution of
the Licensed Material by any means or method including, without limitation, by
way of the Internet, satellite or otherwise and in any and all media now known
or hereafter devised.
Notwithstanding
the above, and subject to LICENSEE’S control over the use of its Mark, Keeping Score™, LICENSOR shall continue
to have the non-exclusive right to use the Licensed Material in its current
form for educational, not-for-profit purposes only as follows:
A.
For the Keeping Score™ Summer
Teacher Institute;
B.
During school-year workshops that are deemed by LICENSEE to be
part of the Keeping Score™ Education
program;
C.
As part of Keeping Score™ Education
curriculum design and classroom implementation; and
D.
Conference presentations.
3.
COPYRIGHT NOTICE AND ATTRIBUTION
Before
uploading any Licensed Materials to the KS Website and/or the Project Spaces
Site, LICENSOR shall affix the
following notice to the first page of each Licensed Material:
© [year to be supplied by LICENSOR]
[Name of LICENSOR]; created for the
San Francisco Symphony’s Keeping Score™ Education program
If
LICENSEE posts an index of materials
published on its KS Website and/or Project Spaces Site, or otherwise publishes
the Licensed Materials, it will identify the Licensed Materials obtained from LICENSOR as follows:
© [year to be supplied by LICENSOR] [Name of LICENSOR; created for the San Francisco
Symphony’s Keeping Score™ Education program
4.
TERM
The
“Term” of this Agreement shall be for the period commencing on the date of this
Agreement, and extending for the life of the copyrights in and to each of the Licensed
Materials. This Agreement shall
remain in full force and effect for the full term of the copyrights in each of
the Licensed Materials throughout the world, including all renewals or
extensions thereof.
5.
Notices
All
notices to LICENSEE may be delivered via electronic mail to KSEducation@sfsymphony.org.
6.
WARRANTY
LICENSOR
warrants and represents that he, she or it is the sole owner of the Licensed
Materials and that the Licensed Materials do not infringe upon any common law
or statutory rights of any third party(ies) whatsoever, including, without limitation,
any contractual rights, copyrights or rights of privacy of any kind or
nature, nor violate any applicable statute(s), laws(s), order(s), rule(s) and/or regulation(s) whatsoever; and
LICENSOR
warrants and represents that he, she or it has the full power and authority to
make this agreement and to grant to LICENSEE each and all of the rights
granted herein and LICENSEE is acquiring the same free and clear of any
encumbrances or liens of any kind or nature or claims or demands of any kind or
nature by LICENSOR or any other third party(ies) whatsoever.
7.
INDEMNIFICATION
You,
LICENSOR, agree to defend,
indemnify, and hold LICENSEE and its
employees, agents, officers, directors, agents, contractors, suppliers,
constituents and other representatives harmless from and against all
liabilities, damages, claims, actions, costs, and expenses (including
reasonable attorneys' fees) in connection with or arising from LICENSEE’s use of the Licensed Materials. LICENSEE
may participate in the defense of any claim or action at LICENSEE’s expense and any negotiations for settlement. LICENSEE reserves the right, on notice
to LICENSOR, to assume exclusive
defense and control of any claim or action subject to indemnification by LICENSOR, without relieving LICENSOR of your indemnification
obligations hereunder.
8.
VENUE AND GOVERNING LAW
This
Agreement shall be governed by the laws of the State of California applicable
to agreements entered into, executed and wholly performed therein. This Agreement is entered into and
shall be performed in San Francisco, California. The Parties agree to the exclusive jurisdiction of the
federal and state courts located in San Francisco, California in matters
relating to this Agreement. LICENSOR further agrees and submits to
the exercise of personal jurisdiction of such courts for the purpose of
litigating any claim or action regarding this Agreement.
9.
Entire Agreement
It is agreed between the
Parties hereto that there are no other agreements or understandings between
them, either oral or written, relating to the subject matter of this Agreement.
This Agreement supersedes all prior agreements, oral or written, between the
Parties and is intended as a complete and exclusive statement of the agreement
between the Parties. Neither this Agreement, nor its execution, has been
induced by any reliance, representation, stipulation, warranty, agreement or
understanding of any kind other than those herein expressed.