NFT License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NFT License Agreement

This NFT License Agreement (hereinafter referred to as the “Agreement”) is made and entered into as of this {{date}} (the “Effective Date”) by and between:

{{licensor_name}}, with an address at {{licensor_address}} (hereinafter referred to as the “Licensor”),

AND

{{licensee_name}}, with an address at {{licensee_address}} (hereinafter referred to as the “Licensee”).

The Licensor and Licensee are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

Recitals

WHEREAS, the Licensor is the creator and owner of certain unique digital assets represented as Non-Fungible Tokens (NFTs) minted on the {{blockchain_platform}} blockchain, specifically NFT ID: {{nft_id}} (hereinafter referred to as the “Licensed NFT”);

WHEREAS, the Licensed NFT is associated with the digital artwork/content described as: {{nft_description}} (hereinafter referred to as the “Associated Content”);

WHEREAS, the Licensee desires to acquire a license to the Associated Content as represented by the Licensed NFT, subject to the terms and conditions hereinafter set forth.

Grant of License

Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a {{license_type}} (e.g., non-exclusive, exclusive, personal, commercial) license to use, display, and enjoy the Associated Content as represented by the Licensed NFT:

1. **Personal Use:** The Licensee may display the Associated Content for personal, non-commercial purposes.

2. **Commercial Use (if applicable):** If a commercial license is granted, the Licensee may: {{commercial_use_provision_details}} (e.g., reproduce, distribute, publicly display, perform the Associated Content, subject to limitations).

3. **Sublicensing:** The Licensee {{sublicensing_rights}} (e.g., may not sublicense, may sublicense with prior written consent of Licensor).

This license is perpetual and worldwide, unless otherwise stated in this Agreement.

Ownership

The Licensee acknowledges and agrees that the acquisition of the Licensed NFT does not transfer ownership of the underlying intellectual property rights in the Associated Content. All intellectual property rights, including but not limited to copyrights, trademarks, and design rights, in and to the Associated Content remain with the Licensor.

The Licensee’s ownership is limited to the specific Licensed NFT as a unique digital asset on the blockchain.

Restrictions

The Licensee shall not:

1. Modify, adapt, or create derivative works from the Associated Content, unless expressly permitted in this Agreement.

2. Use the Associated Content in a manner that is unlawful, harmful, defamatory, obscene, or infringing upon the rights of others.

3. Assert any intellectual property rights in the Associated Content against the Licensor or any third party authorized by the Licensor.

4. Use the Associated Content to promote or endorse any third-party products, services, or brands without the Licensor’s prior written consent.

Representations and Warranties

The Licensor represents and warrants that:

1. The Licensor is the sole owner of the intellectual property rights in the Associated Content or has the necessary rights to grant the license contemplated herein.

2. The Licensed NFT and Associated Content do not infringe upon any intellectual property rights of any third party.

The Licensee represents and warrants that:

1. It has the legal capacity and authority to enter into this Agreement.

2. It will comply with all terms and conditions of this Agreement.

Indemnification

The Licensee agrees to indemnify, defend, and hold harmless the Licensor from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Licensee’s breach of this Agreement or its unauthorized use of the Associated Content.

Termination

This Agreement may be terminated by the Licensor immediately upon written notice if the Licensee breaches any material term of this Agreement and fails to cure such breach within {{cure_period}} days of receiving notice thereof.

Upon termination, the Licensee shall immediately cease all use of the Associated Content, and the granted license shall revert to the Licensor. Ownership of the Licensed NFT on the blockchain remains with the Licensee, but the associated license rights are extinguished.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of {{jurisdiction}}.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including the breach, termination, or validity thereof, shall be resolved through {{dispute_resolution_method}} (e.g., arbitration, litigation) in {{dispute_resolution_venue}}.

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.

Signature

IN WITNESS WHEREOF, the Parties have executed this NFT License Agreement as of the Effective Date.

___________________________________

Licensor Signature

Name: {{licensor_signature_name}}

Title: {{licensor_title}}

Date: {{licensor_signature_date}}

___________________________________

Licensee Signature

Name: {{licensee_signature_name}}

Title: {{licensee_title}}

Date: {{licensee_signature_date}}