UM-CAC CO-OP LICENSE AGREEMENT

UM-CAC CO-OP LICENSE AGREEMENT

Memorandum of Agreement made and entered into this ___ day of _______________, 200____, by and between _______________________________, having an address at _________________________________ (hereinafter referred to as "Artist/licensor") and

The Uptown Multi-Cultural Art Center (UM-CAC), A non-profit corporation organized under the law of Illinois, having a place of business at 1630 West Wilson Avenue, Chicago, Illinois, 60640 (hereinafter referred to as UM-CAC/Licensee).

Whereas, Artist/Licensor is the owner of the entire right, title and interest in and to certain original designs listed in Schedule A (hereinafter referred to as the "Licensed Designs") for use on T-shirts and paper prints (hereinafter referred to as the "Products"); and

Whereas, UM-CAC/Licensee is desirous of securing and Artist/Licensor is willing to grant, upon the terms and conditions hereinafter set forth, a non-exclusive license of Licensed Designs to manufacture, use and sell the Products;

Now, therefore, in consideration of the payment of the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, and in consideration of the covenants and obligations hereinafter set forth to be well and truly performed, the parties hereto hereby agree as follows:

I
Artist/Licensor hereby grants to UM-CAC/Licensee a non-exclusive, non-transferable right and license to print, use and sell the Licensed Designs on Products and in connection with promotional material for the period of seven (7) years. Thereafter, this agreement will continue, however, the artist/Licensor may terminate this agreement after the seventh year for convenience upon 6 months written notice.

II
UM-CAC/Licensee agrees to pay to Artist/Licensor, as a fee, the sums set forth on Schedule A attached hereto and made a part hereof on each Product sold during the term of this agreement and license.

III
UM-CAC/Licensee agrees that it will render to Artist/Licensor with each such fee payment a written statement setting forth the total net receipts from its fee-bearing sales or the total amounts of the Licensed Designs used by it during the period covered by such statement, and UM-CAC/Licensee agrees to keep a separate record in a suitable book or set of books provided for the purpose, in sufficient detail to enable the fees payable hereunder to be determined, and further agrees that it will permit such book or set of books to be examined by an auditor or accountant, authorized by Artist/Licensor at any reasonable time during the business hours to the extent necessary to verify the records and payments here provided for.

IV
In the event that UM-CAC/Licensee or Artist/Licensor defaults or breaches any of the provisions of this license agreement, the non-defaulting party may cancel the license here granted upon ten (10) days' written notice to the other party; provided, however, that if the defaulting party, within the ten (10) day period referred to, cures the said default or breach, the license herein granted shall continue in full force and effect until the expiration of this Agreement or until the expiration of any re-issue, continuation or extension thereof, in the event of the termination of the license herein granted by Artist/Licensor to UM-CAC/Licensee shall not be relieved of the duty and obligation to pay in full fees accrued and due and payable at the effective date of such termination.

V
Artist/Licensor shall indemnify and hold harmless and defend UM-CAC/Licensee and UM-CAC/Licensee's officers, agents and employees from and against any and all claims, demands, causes of action, suits, proceedings, liabilities, damages, losses, cost and expenses, including attorney's fees, caused by, incurred or resulting from any claimed infringement by the Licensed Design on the rights of any third party. Artist/Licensor agrees to cooperate with UM-CAC/Licensee in the event the rights granted UM-CAC/Licensee herein are infringed upon by a third party. UM-CAC/Licensee agrees to place such copyright notice on the Products as designated in writing by Licensor.

VI
In the event of any adjudication of bankruptcy, appointment of a Receiver by a court of competent jurisdiction, assignment for the benefit of creditors or levy of execution directly involving UM-CAC/Licensee this agreement shall terminate.

VII
Any notice required or given pursuant this Agreement shall be sent certified or registered mail, postage prepaid, return receipt requested to the address set forth above.

VIII
This agreement and the license herein granted shall inure to benefit of each of the parties hereto and the heirs, successors and assigns each of the parties. However, this agreement may not be assigned by either party in whole or in part. This Agreement shall be interpreted according to the laws of the Sate of Illinois, wherein jurisdiction shall be found in the event of any legal actions arising hereunder, This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed as of the day and year first above written.
______________________________________ ____________
For UM-CAC/Licensee art is money Date
______________________________________ ____________
For Artist/Licensor artists wanted Date

SCHEDULE A

THE "THIN CANVAS ART" COOPERATIVE
ARTIST BENEFITS & INCOME DISTRIBUTION

The Uptown Multi-Cultural Art Center's (UM-CAC) goal is to develop a cooperative venture to produce and sell "Thin Canvas Art" - promoting the T-shirt as a community art forum. To do so we must have an active membership eager to meet and make the needed decisions. Until such time as an active membership petitions UM-CAC with by-laws and an official charter under which business can be carried out, UM-CAC shall take full responsibility and control of this business. We can not open our workshop to artists on a regular basis until we have a membership group. Your support of ART-ACT could make all this and more possible.

Twelve years of producing the "Art of the T-shirt" backs our "Thin Canvas Art" trademark. For $6/shirt on orders of 12 or more we will print screens (one side, one color on a white, natural, or ash T) on T-shirts for artists who want to sell their work on their own. We are developing an on-line catalog of designs, one at a time while promoting artists on our Web Site. Below are the fees paid to artists by UM-CAC per T-shirt sold for use of designs.

DISTRIBUTION OF SALES INCOME

UM-CAC expects to sell T-shirt Art for between $10-20 each.

T-shirt Art (Mail Order) Sales Price $10-20 Paid to Artist/t-shirt sold $2 Artist fee paid/sales price = 10-20%

T-shirt Art (wholesale) Sales Price$ 6-8 Paid to Artist/t-shirt sold $1 Artist fee paid/sales price = 12-20%

A cooperative structure can only be considered when artists begin to meet monthly to set policy for members. Until that point all will be considered non-members and subject to a UM-CAC business decisions. Artists who wish to provide in-put to future rates and policies are invited to help organize this group. They should start by volunteering to promote this web site.

Design #	Title	Artist's Initial	Date

Contract Explanation

Artist's name, address we should send mail, and date of this agreement.

Introduces schedule A as the list of what is licensed and acknowledges these are owned by the artist. We call your designs "the products" from this point on.

Excess legal terminology.

I) This is a non-exclusive contract. The artist can sell this design again and again as long as it is not resold under an exclusive agreement. We feel exclusive agreements are generally not in the artist's best interest. This paragraph also states the amount of time of this agreement. Our interest here is to have enough time (7 years) to market the work and flexibility so if it is a seller and the artist remains with us or desires us to continue to sell their work (after seven years) that he can do so. If however a dispute arises - the artist can quit the contract at any time after seven years with 6 months written notice.

II ) Refers readers to the schedule A where the list of designs and the fee payment agreement is found.

III) What we (UM-CAC) agrees to keep in the way of books recording sales.

IV) How the contract can be ended.

V) Artist agrees to hold UM-CAC blame-less if somebody sues claiming the design does not belong to the artist and that the artist will help us to sue or counter sue someone if we feel it is needed to protect our right to sell the T-shirt design licensed in this agreement. We agree to put the artist's copyright notice on "the Product".

VI) In the event of bankruptcy this agreement ends and the artist does not have to worry about one of our creditors selling the artists work without a new contract being signed.

VII) How to send mail regarding this contract.

Excess legal terminology

Signatures