Licenses
All graphical assets are property of Sequoia 27 and may be used for specific internal marketing purposes subject to the terms of a non-exclusive licensing agreement and the payment of applicable royalties.
LICENSOR:
Sequoia 27, a design company based in Kigali, Rwanda, with its principal place of business in Shanghai, China ("Licensor").
LICENSEE:
Sequoia 27, with its principal place of business at Shanghai, China ("Licensee"). (Each a "Party" and collectively, the "Parties")
RECITALS
WHEREAS, Licensor is the owner of certain intellectual property, including designs, images, and text descriptions of portfolio projects (collectively, the "Licensed Content");
WHEREAS, Licensee desires to obtain a non-exclusive license to use the Licensed Content for its internal marketing and website purposes;
WHEREAS, Licensor is willing to grant such a non-exclusive license to Licensee, subject to the terms and conditions set forth in this Agreement.
1. GRANT OF LICENSE
1. Non-Exclusive License: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable, limited license to use the selected website content, including graphic designs, images, and text descriptions of portfolio projects (the "Licensed Content"), solely for Licensee's internal marketing and website purposes.
2. Scope of Use: The Licensed Content may be used by the Licensee for promotional materials, presentations, and its official website.
3. No Modifications: Licensee shall not modify, adapt, alter, or create derivative works from the Licensed Content without the prior written consent of the Licensor.
4. No Sublicensing: Licensee shall not sublicense, assign, or otherwise transfer any rights granted under this Agreement to any third party.
2. ATTRIBUTION
Licensee agrees to provide clear and prominent attribution to Licensor for all licensed content used. The attribution shall be in the following format: "Design by Sequoia 27 " or as otherwise agreed upon in writing by the parties.
3. ROYALTIES
1. Royalty Payment: In consideration for the license granted herein, Licensee shall pay Licensor a royalty of 3% of the net revenue generated by Licensee directly from the use of the Licensed Content.
2. Reporting and Payment: Licensee shall provide Licensor with quarterly reports detailing the net revenue generated from the use of the Licensed Content and shall remit royalty payments within 30 days of the end of each quarter.
4. INTELLECTUAL PROPERTY RIGHTS
1. Ownership: Licensee acknowledges that all intellectual property rights in the Licensed Content, including copyrights, trademarks, and other proprietary rights, remain with the Licensor. This Agreement does not transfer any ownership rights to the Licensee.
2. Indemnification for IP Infringement: Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim that Licensee's use of the Licensed Content infringes upon the intellectual property rights of any third party.
5. TERM AND TERMINATION
1. Term: This Agreement shall commence on the Effective Date and shall continue until terminated by either Party in accordance with the provisions herein.
2. Termination for Breach: Either party may terminate this agreement immediately upon written notice to the other party if the other party materially breaches any provision of this agreement and fails to cure such breach within 30 days after receiving written notice thereof.
3. Effect of Termination: Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Content and shall, within 10 days, return or destroy all copies of the Licensed Content in its possession or control.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Rwanda, without regard to its conflict of laws principles.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
8. AMENDMENT
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
9. NOTICES
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.
10. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
Sequoia 27, a design company based in Kigali, Rwanda, with its principal place of business in Shanghai, China ("Licensor").
LICENSEE:
Sequoia 27, with its principal place of business at Shanghai, China ("Licensee"). (Each a "Party" and collectively, the "Parties")
RECITALS
WHEREAS, Licensor is the owner of certain intellectual property, including designs, images, and text descriptions of portfolio projects (collectively, the "Licensed Content");
WHEREAS, Licensee desires to obtain a non-exclusive license to use the Licensed Content for its internal marketing and website purposes;
WHEREAS, Licensor is willing to grant such a non-exclusive license to Licensee, subject to the terms and conditions set forth in this Agreement.
1. GRANT OF LICENSE
1. Non-Exclusive License: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable, limited license to use the selected website content, including graphic designs, images, and text descriptions of portfolio projects (the "Licensed Content"), solely for Licensee's internal marketing and website purposes.
2. Scope of Use: The Licensed Content may be used by the Licensee for promotional materials, presentations, and its official website.
3. No Modifications: Licensee shall not modify, adapt, alter, or create derivative works from the Licensed Content without the prior written consent of the Licensor.
4. No Sublicensing: Licensee shall not sublicense, assign, or otherwise transfer any rights granted under this Agreement to any third party.
2. ATTRIBUTION
Licensee agrees to provide clear and prominent attribution to Licensor for all licensed content used. The attribution shall be in the following format: "Design by Sequoia 27 " or as otherwise agreed upon in writing by the parties.
3. ROYALTIES
1. Royalty Payment: In consideration for the license granted herein, Licensee shall pay Licensor a royalty of 3% of the net revenue generated by Licensee directly from the use of the Licensed Content.
2. Reporting and Payment: Licensee shall provide Licensor with quarterly reports detailing the net revenue generated from the use of the Licensed Content and shall remit royalty payments within 30 days of the end of each quarter.
4. INTELLECTUAL PROPERTY RIGHTS
1. Ownership: Licensee acknowledges that all intellectual property rights in the Licensed Content, including copyrights, trademarks, and other proprietary rights, remain with the Licensor. This Agreement does not transfer any ownership rights to the Licensee.
2. Indemnification for IP Infringement: Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any claim that Licensee's use of the Licensed Content infringes upon the intellectual property rights of any third party.
5. TERM AND TERMINATION
1. Term: This Agreement shall commence on the Effective Date and shall continue until terminated by either Party in accordance with the provisions herein.
2. Termination for Breach: Either party may terminate this agreement immediately upon written notice to the other party if the other party materially breaches any provision of this agreement and fails to cure such breach within 30 days after receiving written notice thereof.
3. Effect of Termination: Upon termination of this Agreement, Licensee shall immediately cease all use of the Licensed Content and shall, within 10 days, return or destroy all copies of the Licensed Content in its possession or control.
6. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Rwanda, without regard to its conflict of laws principles.
7. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.
8. AMENDMENT
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
9. NOTICES
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.
10. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.