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CRAFTER LICENSE AGREEMENT This Agreement shall serve as (Vanderbilt University)

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CRAFTER LICENSE AGREEMENT
This Agreement shall serve as a legal and binding Agreement by and between Vanderbilt
University, a non-profit corporation of the state of Tennessee, having its principal place of
business at 3401 West End Avenue, Suite 180W, Nashville, Tennessee 37203-1042 (hereinafter
“University”) and __________________________________, individually, having an address of
_________________________________________________________ (hereinafter “Licensee”).
WHEREAS, the University is the owner of certain designations, including designs,
trademarks, service marks, logographics, symbols, and other indicia (hereinafter “Licensed
Indicia”).
WHEREAS, Licensee desires to use certain of the Licensed Indicia in connection with
the sale of University products displaying the Licensed Indicia (hereinafter “Licensed Articles”).
WHEREAS, University is willing to authorize Licensee to use certain of the Licensed
Indicia in connection with the sale of the Licensed Articles.
NOW, therefore, in consideration of the mutual promises, covenants and conditions
contained herein, the parties hereto agree as follows:
1. OWNERSHIP OF RIGHTS
Licensee acknowledges and agrees that University is the sole and exclusive owner of all
rights, title and interest in and to its Licensed Indicia, as well as any derivatives of the Licensed
Indicia, and all rights relating thereto are expressly reserved by University.
2. GRANT
University hereby grants to Licensee permission to sell the Licensed Articles listed in
Appendix A and displaying certain of the Licensed Indicia listed in Appendix B and other
Licensed Indicia hereby provided by the university, in accordance with the limited terms and
conditions herein. Licensee may only sell the Licensed Articles directly to individual
consumers. Examples of such sales include through websites, craft shows, flea markets, holiday
shows, festivals, gift marts, and events organized by religious organizations, schools, counties
and states. Licensee acknowledges and agrees that, with the exception of the rights granted
herein to use the Licensed Indicia of University; it may not use the indicia of any other colleges,
universities, conferences, bowl games or the NCAA, or the names and/or likenesses of any third
party, in connection with the Licensed Articles. No wholesale sales or sale to any third party
retailers are permitted.
2
3. TERM
This Agreement shall be deemed effective as of the date of the last signature below, and
shall expire __________________. This Agreement may be renewed for additional yearly
periods upon mutual written agreement of the parties, unless Licensee distributes and/or sell five
hundred (500) or more Licensed Articles or two thousand five hundred dollars ($2,500.00) or
more in Licensed Articles, during the initial term or any renewal period. In such case, Licensee
will be required to obtain a license agreement from the University’s authorized licensing
representative, The Collegiate Licensing Company.
4. APPROVAL OF LICENSED ARTICLES
The execution of this Agreement shall be considered the University’s approval for
Licensee to sell the Licensed Articles displaying the Licensed Indicia. In the event that Licensee
wants to get licensed for any products not set forth in Appendix A, Licensee shall submit a
sample or design of such product to University for approval. If it is decided to add a new
product, the University will amend the current Agreement.
5. OFFICIAL LABEL
Licensee shall, prior to the distribution or sale of any Licensed Article, affix the official
label in the form prescribed by the University (“Official Label”) to each Licensed Article.
University will provide, at no cost, a reasonable amount of Official Labels to Licensee. Licensee
can purchase additional labels upon request.
6. ROYALTY PAYMENTS/REPORTS
(a) Royalty Payments. Upon execution of this Agreement, and upon renewal of
this Agreement as set forth in Paragraph 3 above, Licensee shall pay to University a royalty fee
in the amount of one hundred dollars ($100.00).
(b) Royalty Reports. At the end of the initial term, and at the end of any renewal
term agreed to by the parties, Licensee shall provide University a report indicating the total sales
amounts of Licensed Articles, total units of Licensed Articles sold, and the specific location
where such sales were made.
7. INDEMNIFICATION
The University shall have no liability arising out of Licensee’s use of the Licensed
Indicia during the Term. Licensee hereby agrees to indemnify and hold harmless the University,
and its officers, employees and agents, from any and all liability that arises in connection with
Licensee’s sale of the Licensed Articles.
3
8. SEVERABILITY
In the event that any term or provision of this Agreement shall for any reason be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other term or provision and this Agreement shall be interpreted and construed
as if such term or provision, to the extent the same shall have been held to be invalid, illegal or
unenforceable, had never been contained herein.
9. INTEGRATION
This Agreement represents the entire understanding between the parties hereto with
respect to the subject matter hereof and this Agreement supersedes all previous representations,
understandings or agreements, oral or written, between the parties with respect to the subject
matter hereof and cannot be modified except by a written instrument signed by the parties hereto.
11. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of Tennessee.
By their execution below, the parties hereto have agreed to all of the terms and conditions of this
Agreement.
Crafter Licensee: ________________ Vanderbilt University
Trademark Licensing Office
______________________________
By: ________________________ By: ________________________
Maggie Harris
Title: ________________________ Title: Director, Trademark Licensing
Date: ________________________ Date: _________________________
Address: _______________________
City, State: _____________________
Zip Code: ______________________
Phone: ________________________
Email: ________________________
Website: _______________________
4
APPENDIX A
Licensed Articles Specifications
5
APPENDIX B
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Completed 24 July 2020

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