MIRAFELD EXCLUSIVE BUSINESS USAGE LICENCE


BACKGROUND


A. The Licensor is the owner of the Intellectual Property described in SCHEDULE 1.

B. The Licensor agrees to grant the Licensee an exclusive, non-transferable, non-sublicensable licence to use the Intellectual Property for business branding purposes only on a worldwide basis for the Term of this Agreement.

C. During the Term, the Licensor agrees not to grant any other licence to, or otherwise permit any other person or business to use  the Intellectual Property for any purpose, unless the Licensee gives prior written consent. 

D. This licence does not grant any merchandise rights. A separate Merchandise Licence is required if the Licensee wishes to print or apply the Intellectual Property to products for resale or otherwise use the Intellectual Property for merchandise purposes.


OPERATIVE PROVISIONS

1. Commencement and Term

1.1 This Agreement commences on the Commencement Date, being the date on which the Licence Fee is paid in full, unless the parties agree otherwise in writing.

1.2 This Agreement continues indefinitely unless terminated in accordance with Clause 6.

2. Licence

2.1 The Licensor grants to the Licensee an exclusive, non-transferable, non-sublicensable licence to use the Intellectual Property for business branding purposes only, on a worldwide basis, for the duration of this Agreement. For clarity, exclusivity under this Agreement applies worldwide.

2.2 The Licensee may use the Intellectual Property for the following permitted business branding uses: (a) logos, branding, and visual identity materials;

(b) business websites, social media accounts, and digital marketing;

(c) business stationery, including letterhead, business cards, and invoices;

(d) print advertising, brochures, flyers, and catalogues;

(e) business signage, including shopfronts, banners, and vehicle signage;

(f) presentations, pitch decks, and internal business documents; and

(g) modification, cropping, recolouring, or resizing of the Intellectual Property solely for permitted business branding use,  provided that such modifications do not result in a new standalone asset that competes with or substitutes for the original Intellectual Property.

2.3 The Licensee must not use the Intellectual Property for:

(a) merchandise or products for resale, including t-shirts, hoodies, mugs, tote bags, phone cases, stickers, posters, calendars, stationery sets, or any physical or digital product offered for sale to the public, unless the Licensee has purchased a separate Merchandise Licence from the Licensor;

(b) resale, sublicensing, or redistribution of the Intellectual Property in any format;

(c) claiming ownership of, or copyright in, the Intellectual Property;

(d) registering, applying for, or using any trademark, service mark, or trade name based on the Intellectual Property without the Licensor’s prior written consent; or

(e) any commercial use of the Intellectual Property outside business branding purposes as permitted under Clause 2.2, unless expressly authorised in writing by the Licensor.

2.4 If the Licensee wishes to use the Intellectual Property for merchandise, products for resale, or broader commercial exploitation beyond business branding use, the Licensee must purchase a separate Merchandise Licence from the Licensor.

2.5 The Licensee may, at any time during the Term, request an upgrade from this Agreement to a Merchandise Licence. If the Licensor agrees to the upgrade, the Licensee may purchase the Merchandise Licence at a reduced upgrade price determined by the Licensor, acting reasonably and in good faith, taking into account the licence fees already paid under this Agreement. The upgrade does not take effect unless confirmed in writing by the Licensor and the applicable upgrade fee has been paid.

2.6 Instead of entering into this Agreement, or at any time before or during the Term, the Licensee may elect to purchase a separate Merchandise Licence from the Licensor from the outset, if available. A Merchandise Licence may provide broader usage rights, including business branding use and approved merchandise use, as set out in that separate licence.

2.7 The Licensor must supply the Intellectual Property to the Licensee in the manner described in SCHEDULE 4.

2.8 The Licensee must not grant sub-licences, assign, transfer, or permit any third party to use the Intellectual Property except as expressly permitted by this Agreement or any separate written Agreement with the Licensor.

2.9 The Licensee may permit employees, contractors, consultants, and service providers ( such as designers, marketers, printers and developers ) to use the Intellectual Property solely for the purpose of providing services to the Licensee provided that:

  1. such use is on behalf of and for the benefit of the Licensee’s business;

  2. The Licensee ensures those persons comply with the terms of this Agreement; and 

  3. The Licensee remains responsible for any act or omission of those persons as if it were the Licensee's own.

3. Obligations of the Licensee

3.1 During the Term, the Licensee must: 

  1.  comply with all reasonable written directions issued by the Licensor regarding the manner of use of the Intellectual Property, provided those directions are consistent with this Agreement;

  2.  promptly notify the Licensor of any actual or suspected infringement of the Intellectual Property by a third party that comes to the Licensee’s attention; and

  3.  ensure the Intellectual Property is used only in accordance with this Agreement and any written permissions granted by the Licensor.

  4.  Not use the Intellectual Property in connection with any business, product, or campaign that: 

(i) is unlawful, misleading or deceptive;

(ii) promotes hate, harassment, or discrimination, or; 

(iii) would reasonably be considered damaging to the reputation or artistic integrity of the Licensor or the Intellectual Property.


4. Licence Fees

4.1 In consideration of the exclusive business licence granted under Clause 2, the Licensee must pay the Licence Fee described in SCHEDULE 7.

4.2 Unless otherwise stated in SCHEDULE 7, this Agreement takes effect once the Licence Fee has been paid in full.

4.3 If GST is payable on any supply made under this Agreement, the recipient must pay the GST amount in addition to any stated fee, subject to the Licensor issuing a valid tax invoice where required by law.

5. Infringement

5.1 If the Licensee becomes aware of any infringement of the Intellectual Property by a third party, the Licensee must notify the Licensor as soon as reasonably practicable.

5.2 The Licensee is not required to take any action in relation to an infringement of the Intellectual Property. If the Licensee does not take action, the Licensor may, at its discretion and cost, take such action as it considers appropriate.

5.3 If the Licensee uses the Intellectual Property outside the rights granted under this Agreement, including but not limited to for merchandise, resale, or any commercial purpose not permitted in Clause 2.2 or otherwise authorised in writing by the Licensor, the Licensee will be subject to termination in accordance with Clause 6.


6. Termination, Variation and Non-Breach Exit

6.1 If either party breaches this Agreement, the other party may give written notice describing the breach 

6.2 If the breach can be fixed the other party has 30 days from receiving the notice to fix it. If the breach is not fixed within that time, the non breaching party may terminate this Agreement by written notice. 

6.3 Either party may terminate this Agreement immediately by written notice if the other party commits serious breach that cannot be fixed, Including but not limited to : 

  • Unauthorised resale, distribution, or sub licensing of the Intellectual Property 

  • Deliberate commercial misuse of the Intellectual Property outside what this Agreement allows 

6.4 If the Licensee wishes to change the scope of this licence, type of permitted use, or any other commercial term, for reasons other than breach, the Licensee may make a written request to the Licensor. 

6.5 If either party wishes to exit this Agreement for reasons other than breach, that party may notify the other party in writing. The parties must then discuss in good faith the terms of exit. If no Agreement is reached within 30 days, this Agreement continues on its existing terms. 

6.6 Any variation, upgrade, downgrade, or agreed non-breach exit under Clauses 6.4 or 6.5 will only be effective if recorded in writing and signed, or otherwise confirmed in writing, by both parties. The Licensor will respond within reasonable time but is not obliged to agree to any change. 

6.7 Upon termination of this Agreement: 

(a) the Licensee must immediately cease all further use of the Intellectual Property except as allowed under Clause 6.8

(b) any items, works, reproductions, or materials created or used in breach of this Agreement, must immediately cease to be produced, marketed, displayed for sale, distributed, or otherwise exploited;

(c) the Licensee must remove from sale and withdraw from circulation any infringing materials and, if requested in writing by the Licensor, provide written confirmation that those materials have been removed; and

(d) termination does not limit any rights or remedies available to either party in respect of any prior breach.

6.8 Where this Agreement ends for reasons other than breach and the parties have not agreed otherwise in writing, the Licensee may continue to use existing branding materials already created in compliance with this Agreement for a transitional period of 90 days from the termination date, but must not create any new materials or expand use of the Intellectual Property during that period.


7. Licensor Warranties

The Licensor warrants that, as at the date of this Agreement:

7.1 the Licensor is the sole owner of the copyright in the Intellectual Property or otherwise has the right to licence the Intellectual Property on the terms of this Agreement;

7.2 the Intellectual Property, as supplied by the Licensor, is an original work and does not, to the Licensor’s knowledge, infringe the intellectual property rights of any third party; and

7.3 the Licensor has not previously granted any licence or transferred any right in the Intellectual Property that would conflict with the rights granted under this Agreement.


8. Mutual Indemnity and Liability

8.1 To the maximum extent permitted by law, each party’s liability to the other arising under or in connection with this Agreement is limited to losses that are reasonably foreseeable and result directly from a breach of this Agreement.

8.2 To the maximum extent permitted by law, neither party is liable to the other for any indirect or consequential losses, including loss of profit, revenue, or business opportunity.

8.3 If a third party alleges that the Licensee’s use of the Intellectual Property infringes their rights, the Licensor will provide reasonable assistance to the Licensee in responding to that claim.

8.4 If the Licensee becomes aware of unauthorised third party usage of the Intellectual Property, the Licensee must notify the Licensor in writing and provide reasonable details. If the Licensee chooses to take action, the Licensor will provide reasonable assistance upon request.

8.5 Nothing in this Agreement excludes, restricts, or modifies any rights or remedies that cannot lawfully be excluded, restricted, or modified under applicable law.


9. Notice

9.1 All notices required or permitted under this Agreement must be in writing in English.

9.2 A notice may be sent to the postal address or email address of the relevant party as last notified in writing by that party.

9.3 A notice sent by email is taken to be received when the sender’s email system records that the email has been sent, unless the sender receives an automated message indicating delivery failure.


10. Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia. The courts of New South Wales have non-exclusive jurisdiction in relation to any dispute arising out of or in connection with this Agreement.


11. Entire Agreement and Variation

11.1 This Agreement constitutes the entire Agreement between the parties in relation to its subject matter and supersedes all prior discussions, negotiations, understandings, or Agreements in relation to that subject matter.

11.2 This Agreement may only be varied in writing signed by both parties, or otherwise clearly confirmed in writing by both parties.


12. Severance

If any provision of this Agreement is void, illegal, or unenforceable, that provision may be severed and the remaining provisions continue in full force and effect.


13. Copyright Ownership

Nothing in this Agreement transfers ownership of the Intellectual Property to the Licensee. All copyright and ownership rights in the Intellectual Property remain with the Licensor.


14. Modification of Intellectual Property

The Licensee may modify the Intellectual property only to the extent reasonably necessary for permitted business branding use under this Agreement, including resizing, recolouring, and cropping 

The Licensee must not create, use, or distribute any modified version of the Intellectual Property as a standalone asset, or in a manner that competes with, substitutes for, or replicates the original Intellectual Property 

15. Licensor Retained Rights

The Licensor retains the right to:

(a) display the Intellectual Property in the Licensor’s portfolio, website, social media, and promotional materials for the purpose of showcasing past work;

(b) identify the Licensee as the business associated with the Intellectual Property, including for attribution or case study purposes, unless otherwise agreed in writing;

(c) mark the Intellectual Property as “sold”, “licenced”, or “unavailable” in any such display.

The Licensor must not otherwise use, licence, reproduce, or commercially exploit the Intellectual Property worldwide in a manner that competes with or diminishes the exclusivity granted to the Licensee under this Agreement.


16. Exclusivity And No Further Licensing 

  1. This Licence is exclusive and granted to a single Licensee for the Intellectual Property described in SCHEDULE 1

  2. Once this Agreement takes effect, the Licensor must not grant any further Licence, permission or right to use the same Intellectual Property to any other person or business for any purpose, unless the Licensee gives prior written consent.

  3. The Licensor may still create and Licence new, original artworks that are stylistically similar, provided they are not substantially identical to the Intellectual Property. 


17. Formation of Agreement of Online Purchase 

Acceptance of this Agreement is formed and becomes legally binding upon the Licensee when the Licensee completes payment of the Licence fee in a transaction where this Agreement is presented or referenced as part of the purchase process. By completing the payment of the Licence fee, the Licensee confirms that they have read, understood, and agree to be bound by this Agreement. No physical signature of the Licensee is required for this Agreement to take effect unless the parties expressly agree otherwise in writing. 


SCHEDULE 1

Description of Intellectual Property

Asset Name: ________

File Format(s) Provided: _________

Date of Delivery: _________


SCHEDULE 2

Territory

Worldwide, the Licensee may use the Intellectual Property anywhere in the world


SCHEDULE 3

Term

The Term begins on the Commencement Date stated in Clause 1.1 and continues indefinitely unless terminated or exited in accordance with this Agreement.


SCHEDULE 4

 Manner in Which the Intellectual Property is Supplied

The Intellectual Property is supplied to the Licensee in digital format, including PNG, JPEG, PDF, SVG, AI, EPS, or other agreed formats. Delivery will occur by download link, email, or another agreed digital method. The Licensee is responsible for securely receiving and storing the Intellectual Property after delivery.


SCHEDULE  5 

Optional Special Conditions

Any special conditions agreed between the parties must be set out below. If there are no special conditions, this Schedule is left blank.

SCHEDULE  6

Trademark

The Licensee may apply to register the Intellectual Property as a trademark solely for use in connection with its business, provided that:

  1. The Licensee obtains the Licensor’s prior written consent (which must not be unreasonably withheld); and 

  2. The trademark application is limited to the Licensee's approved use of the Intellectual Property.

The Licensor may impose reasonable conditions or require an additional fee as part of granting such consent 


SCHEDULE 7

Licence Fees

Total Licence Fee: $_________

Payment Terms:

Full payment required before delivery of Intellectual Property

GST:  The Licensor is not currently registered for GST. No GST is charged on the License Fee. 

Merchandise Licence Upgrade: 

If the Licensee later upgrades to a separate Merchandise Licence, the Licensor may offer the Licensee a reduced upgrade price taking into account the amount already paid under this Agreement. The applicable upgrade price must be confirmed in writing by the Licensor at the time of upgrade.


SCHEDULE  8

Licensee Statement

All information regarding this licence, including the scope of use, restrictions, and obligations, will be made available to the Licensee before purchase.

By completing the purchase where this Agreement is presented before purchase and accepted as part of the transaction, the Licensee confirms that they have read, understood, and agree to be bound by the terms of this Agreement, including that:

this licence grants exclusive business branding use only;

merchandise use is prohibited without a separate Merchandise Licence;

the Licensee may not resell, sub licence, or claim ownership of the Intellectual Property; and

the Licensee may not register the Intellectual Property as a trademark without the Licensor’s prior written consent, which may be subject to additional terms and fees