MIRAFELD EXCLUSIVE MERCHADISE USAGE LICENCE

BACKGROUND

A. The Licensor is the owner of the Intellectual Property described in this Agreement.

B. The Licensor agrees to grant the Licensee an exclusive, non-transferable, non-sublicensable licence, granted to a single Licensee, to use the Intellectual Property for approved merchandise purposes only within the Territory set out in SCHEDULE 2 and subject to the Production Limit set out in SCHEDULE 3.

C. This licence permits the Licensee to produce and sell approved merchandise incorporating the Intellectual Property, strictly within the agreed scope and limitations.

D. This licence does not grant any rights for trade mark use, business branding, or ownership of the Intellectual Property unless expressly stated in writing.

E. Where stated in this Agreement, the Licensee may also be granted limited rights to use the Intellectual Property for business branding purposes, subject to Clause 2 and SCHEDULE 4.

F. The Licensor operates on a collaborative basis and may, at its discretion, agree to variations, extensions, or expanded use of the Intellectual Property beyond the initial scope of this Agreement, provided such use is discussed and agreed to in writing. 


OPERATIVE PROVISIONS

1. Commencement and Term

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

1.2 This Agreement continues indefinitely unless:

(a) The parties agree to a fixed term in SCHEDULE 3, in which case it continues until the end of that term; or 

(b) It is terminated earlier in accordance with Clause 7 

In all cases the Licensee must not at any time exceed the Production Limit set out in SCHEDULE 3 without the Licensor’s prior written consent 

1.3 If no fixed term is stated in SCHEDULE 3, the licence is unit-based only and continues indefinitely, and the Licensee is not required to sell the approved merchandise within any set period, provided that the Licensee does not exceed the Production Limit 

1.4 Expiry or termination of this Agreement does not affect any accrued rights or obligations that are intended to continue, including payment obligations, record-keeping obligations, indemnities and ownership rights.


2. Licence

2.1 The Licensor grants the Licensee an exclusive, non-transferable, non-sublicensable licence to use the Intellectual Property strictly within the scope of this Agreement.

2.2 The Licensee may use the Intellectual Property only for:

  • Production of approved merchandise for sale;

  • Use on products listed in SCHEDULE 4;

  • Sale through approved channels listed in SCHEDULE 4; and

  • Standard formatting required for production, such as resizing, placement adjustments and file preparation.

Optional Business Branding Use (only if enabled in SCHEDULE 4):

  • use as part of business visual identity;

  • use in website, social media, marketing and promotional materials; and

  • standard formatting adjustments such as resizing, recolouring and cropping.

2.3 The Licensee must not:

  • exceed the approved Production Limit;

  • use the Intellectual Property outside approved product categories or approved sales channels;

  • use the Intellectual Property for trade mark, logo or branding purposes unless expressly permitted in this Agreement;

  • resell, sub licence, assign or distribute the Intellectual Property as a standalone asset;

  • must not use print-on-demand platforms at scale without the Licensor’s written approval;

  • modify, distort or create derivative works beyond  what is reasonably required for product design, layout, or production formatting, without written consent;

  • claim ownership or authorship of the Intellectual Property; or

  • use the Intellectual Property in any way that is unlawful, misleading, defamatory, discriminatory, hateful, obscene, exploitative, or likely to damage the reputation of the Licensor or the integrity of the Intellectual Property.

2.4 The Licensor must supply the Intellectual Property as described in SCHEDULE 5.

2.5 The Licensee must not grant sub-licences, assign, transfer, or permit any third party to use the Intellectual Property except to the extent necessary to engage employees, contractors, printers or manufacturers in accordance with Clause 4.4.

2.6 If branding rights are granted under this Agreement:

(a) the Intellectual Property may only be used as part of the Licensee’s business identity within the approved scope;

(b) the Licensee must not:

  • register or attempt to register the Intellectual Property as a trade mark unless explicitly approved in writing;

  • claim exclusive ownership or authorship; or

  • use the Intellectual Property as a standalone logo for resale, licensing or redistribution;

(c) branding rights do not extend to third parties, franchises, sublicensing, partnerships or affiliates without written consent; and

(d) any use of the Intellectual Property as a primary brand identity must be approved by the Licensor

2.7 Ethical Use:

(a) The Licensee must not use the Intellectual Property in any way that falsely suggests that the Licensee created, owns or authored the Intellectual Property

(b) Nothing in this Agreement transfers authorship, moral rights or ownership of the Intellectual Property to the Licensee.

(c) The Licensee must not use the Intellectual property in any way that is unlawful, misleading, deceptive, defamatory, obscene, discriminatory, abusive, exploitative, hateful or offensive;

(d) The Licensee must not use or display in connection with any material, product, service, campaign or message that promotes violence, harassment, discrimination, illegal activity or conduct that a reasonable person would consider seriously inappropriate or harmful;

(e) The Licensor must not use the Intellectual Property in any way that is reasonably likely to damage the reputation, integrity or artistic character of the Intellectual Property or the reputation of the Licensor.


3. Production Limit (Core Condition)

The Licensee is permitted to produce and sell:

Up to ________  units only

  • This is a strict maximum limit.

  • All produced items, whether sold, unsold, damaged, withdrawn or discarded, count toward this total.

  • The Licensee must maintain accurate production records.

Exceeding this limit without written approval constitutes a material breach of this Agreement.

3.1 Request for Additional Production Rights:

(a) If the Licensee wishes to produce more than the approved Production Limit, the Licensee may submit a written request to the Licensor for an increase.

(b) The request must state the additional number of units sought.

(c) The Licensor may approve or refuse the request at the Licensor’s discretion.

(d) No increase to the Production Limit is effective unless agreed in writing, including any additional fee or revised conditions.

3.2 If additional production rights are approved, the Licensor may charge a further Licence fee or apply revised terms, including pricing tiers based on production volume. No additional units may be produced until any such further Licence fee has been paid in full. 



4. Obligations of the Licensee

During the Term, the Licensee must:

(a) comply with all reasonable directions issued by the Licensor regarding use and presentation of the Intellectual Property;

(b) ensure that all merchandise produced under this Agreement is manufactured, presented and sold to a reasonable professional quality standard and in a way that does not damage the reputation, value or integrity of the Intellectual Property;

(c) immediately notify the Licensor of any suspected infringement or unauthorised use;

(d) keep accurate, complete and up-to-date records of the number of units produced, sold, held in stock, withdrawn, damaged, discarded or destroyed in connection with merchandise incorporating the Intellectual Property;

(e) keep those records for at least 3 years after this Agreement ends;

(f) provide a written summary of production and sales records to the Licensor within 10 business days after a reasonable written request, up to 2 times in any 12-month period unless the Licensor reasonably suspects a breach;

(g) keep all digital files, source files and other materials containing the Intellectual Property secure and protected from unauthorised access, copying, disclosure or distribution; and

(h) ensure that any employee, contractor, printer or manufacturer who is given access to the Intellectual Property only uses it as necessary to produce the approved merchandise under this Agreement.

4.1 Unless otherwise expressly stated in this Agreement, the Licensee is responsible for its own production, manufacturing and quality control processes, and the Licensor is not required to supervise, inspect or approve the Licensee’s products after this Agreement commences.

4.2 The Licensee remains responsible for any act or omission of its employees, contractors, printers or manufacturers in relation to the Intellectual Property as if that act or omission were the Licensee’s own.

4.3 The Licensee must promptly notify the Licensor if it becomes aware of any unauthorised access to, use of, or disclosure of the Intellectual Property files.

4.4The Licensee may provide the Intellectual Property to its employees, contractors, printers or manufacturers only to the extent reasonably necessary to produce the approved merchandise in accordance with this Agreement.

4.5 Inspection of Records :

(a) The Licensor may, on at least 5 business days’ written notice, inspect or request copies of the Licensee’s records relating only to compliance with this Agreement.

(b) Any inspection must be conducted during normal business hours and in a way that reasonably minimises disruption to the Licensee’s business.

(c) The Licensor may not inspect records more than 2 times in any 12-month period unless the Licensor reasonably suspects a material breach.

(d) The Licensee may redact information not relevant to compliance with this Agreement, provided the redaction does not prevent the Licensor from reasonably verifying compliance with this Agreement.

(e) Any non-public business information disclosed through an inspection must be kept confidential and used only for checking compliance with this Agreement.


5. Licence Fees

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

5.2 Unless otherwise stated in SCHEDULE 7, the Licence Fee is payable in full at the time of purchase.

5.3 This Agreement takes effect only once the Licence Fee has been paid in full in cleared funds.

5.4 Unless expressly stated in SCHEDULE 7, no royalty is payable under this Agreement.

5.5 If the parties agree that a royalty is payable, the royalty terms, reporting obligations, payment dates and calculation method must be set out in SCHEDULE 7 or another written variation signed by both parties.

5.6 Unless expressly stated otherwise in SCHEDULE 7, all fees and other amounts payable under this Agreement are inclusive of GST.

5.7 If any amount under this Agreement is stated to be exclusive of GST, and GST is payable, the Licensee must pay the GST amount at the same time as it pays the relevant fee, subject to receipt of a valid tax invoice.

5.8 Except where this Agreement is terminated due to the Licensor’s material breach or as otherwise required by law, all amounts paid under this Agreement are non-refundable.

5.9 If any amount payable under this Agreement is not paid when due, the Licensor may give written notice requiring payment within 7 days. If the unpaid amount is not paid within that period, the Licensor may suspend the Licensee’s right to use the Intellectual Property, withhold further files or permissions, refuse any request for an increased Production Limit, or terminate this Agreement for material breach.


6. Infringement

6.1 If the Licensee becomes aware of infringement or unauthorised use by a third party, the Licensee must notify the Licensor promptly.

6.2 The Licensor retains the right to decide whether and how to respond to any suspected infringement, misuse or unauthorised use of the Intellectual Property by any third party not Licenced under this Agreement.

6.3 If the Licensor becomes aware of unauthorised third-party use, the Licensor will take such steps as the Licensor considers reasonable in the circumstances to investigate the matter and, where appropriate, seek to stop or limit the infringement.

6.4 The Licensee must provide reasonable assistance and cooperation if requested by the Licensor in connection with any infringement matter.

6.5  If the Licensee breaches this Agreement, including by exceeding production limits or making unauthorised use of the Intellectual Property, the licence is subject to immediate termination under Clause 7.



7. Termination and Non Breach Exit

7.1If either party breaches this Agreement, the non‑breaching party may give written notice describing the breach.

7.2 If the breach can be remedied, the breaching party has 30 days from receiving the notice to remedy it. If the breach is not remedied within that time, the non‑breaching party may terminate this Agreement by further written notice.

7.3 Either party may terminate this Agreement immediately by written notice if the other party commits a serious breach that cannot reasonably be remedied, including (without limitation):

  • unauthorised resale, sublicensing or distribution of the Intellectual Property as a standalone asset;

  • deliberate commercial misuse of the Intellectual Property outside the scope of this Agreement; or

  • deliberate and significant exceeding of the Production Limit.

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

7.5 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, including any:

  • agreed sell‑through period for existing stock;

  • any additional fee or adjustment to Licence Fees; and

  • any ongoing obligations regarding records and reporting.

If no Agreement is reached within 30 days, this Agreement continues on its existing terms.

7.6 Unless the parties agree otherwise in writing:

(a) the Licensee must immediately cease all new production of merchandise incorporating the Intellectual Property;
(b) no new listings or sales of merchandise incorporating the Intellectual Property may be created;
(c) the Licensee must remove from sale any infringing or non‑compliant merchandise;
(d) within 10 business days, the Licensee must provide a written statement setting out the total number of units produced, sold and remaining in stock (including any damaged, discarded or destroyed units); and
(e) termination does not limit any rights or remedies relating to a prior breach.

7.7 Where this Agreement ends for reasons other than serious breach and the parties have not agreed otherwise in writing, the Licensee may continue to sell existing, compliant stock already produced in accordance with this Agreement for a transitional period of 90 days from the termination date, provided that:

  • no new units are produced;

  • the Licensee continues to comply with all other terms of this Agreement during the transitional period; and

  • at the end of the transitional period, any remaining stock is dealt with as agreed in writing with the Licensor (for example, destroyed, donated, or retained for non‑commercial purposes).


8. Licensor Warranties

The Licensor warrants that:

  • The Intellectual Property is original or that the Licensor has the right to licence it;

  • The Licensor owns or controls the rights necessary to grant this licence; and

  • The licence granted under this Agreement does not conflict with any prior Agreement to the Licensor’s knowledge.

  • The Licensor does not warrant that the Intellectual Property is free from all third-party claims but warrants that it has not knowingly infringed any third-party rights

  • The Intellectual Property is an original artistic work, and the structure of this Agreement reflects its limited availability and exclusive nature



9. Indemnity

9.1 Licensor Indemnity


The Licensor indemnifies the Licensee against third-party claims that the Licensee’s authorised use of the Intellectual Property in accordance with this Agreement infringes that third party’s intellectual property rights, except to the extent the claim arises from:

  • modification by or for the Licensee beyond permitted formatting;

  • use outside the scope of this Agreement;

  • combination of the Intellectual Property with other materials, products or branding not supplied or approved by the Licensor; or

  • any act or omission of the Licensee.


9.2 Licensee Indemnity

The Licensee indemnifies the Licensor against any loss, damage, liability, cost or expense arising from:

  • the Licensee’s use of the Intellectual Property outside the scope of this Agreement;

  • any breach of this Agreement by the Licensee;

  • any unauthorised modification, misuse or distribution of the Intellectual Property;

  • any claim relating to the Licensee’s products, packaging, advertising, labelling, distribution or sale practices, except to the extent caused by the Licensor’s breach; and

  • any breach of law by the Licensee in connection with this Agreement.

9.3 A party seeking to rely on an indemnity under this clause must promptly notify the other party, provide reasonable information and assistance, and take reasonable steps to reduce its loss.


10. Limitation of Liability

10.1 To the maximum extent permitted by law, neither party is liable to the other for any indirect loss, consequential loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill, or loss of anticipated savings arising out of or in connection with this Agreement.

10.2 Subject to clause 10.3, each party’s total aggregate liability to the other arising out of or in connection with this Agreement is limited to the total amount paid or payable by the Licensee under this Agreement.

10.3 The limitation in clause 10.2 does not apply to:

(a) the Licensee’s use of the Intellectual Property outside the scope of this Agreement;

(b) breach of clauses dealing with intellectual property ownership, unauthorised use, file security or payment;

(c) fraud, wilful misconduct or deliberate unlawful conduct; or

(d) liability which cannot lawfully be excluded or limited.

11. Notice

All notices must be in writing and sent to the contact details provided by the relevant party.

12. Jurisdiction

This Agreement is governed by the laws of New South Wales, Australia.

13. Entire Agreement

This Agreement contains the entire Agreement between the parties about its subject matter and may only be modified in writing signed by both parties.

14. Severance

If any part of this Agreement is invalid or unenforceable, that part may be severed and the rest of the Agreement will continue.

15. Copyright Ownership

All copyright and other intellectual property rights in the Intellectual Property remain with the Licensor.

16. Modification

The Licensee must not modify or adapt the Intellectual Property beyond production formatting without the Licensor’s written consent.

17. Use Limitation

The Licensee must not use the Intellectual property in a manner that results in excessive or mass-market distribution that would reasonably diminish the uniqueness or perceived value of the design beyond the agreed Production Limit, unless expressly approved in writing. 

18. Exclusivity And No Further Licensing 

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

  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

19. 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): ______________

Date of Delivery: ______________

Description: _______________________


SCHEDULE 2

Territory

Worldwide

SCHEDULE 3

Term and Production Limit

Production Limit: _______  units

Term:

☐ Indefinite, subject to termination under this Agreement 

☐ Fixed Term:

SCHEDULE 4

Approved Use:

Merchandise:

Product Type(s): ___________________

Sales Channel(s): _______________

Restrictions (if any):

 ____________________

Business Branding Rights:

☐ NOT INCLUDED

☐ INCLUDED (subject to clause 2.6)

Permitted Branding Uses:

___________________________


SCHEDULE 5

Supply of Intellectual Property

Format: Digital files (PNG, JPEG, PDF, AI, SVG, etc.) and/or physical artwork

Delivery Method: ________________


SCHEDULE 6

Trade Mark

The Licensee may not register or use the Intellectual Property as a trade mark without the Licensor’s written consent.


SCHEDULE 7

Licence Fees

Base Licence Fee: ________

Royalty (if applicable):____________

Total Fee: ____________

GST Status:

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

Payment Terms:

Full payment upfront


SCHEDULE 8

Licensee’s Statement

  • All information regarding this Licence, including the scope of use, restrictions, and obligations, will be made accessible to the Licensee prior to the purchase. 

  • By completing the purchase, the Licensee confirms that they have read, understood, and agree to be bound by the terms of this Licence, including that it grants exclusive merchandise use ( and optional branding) within production limit and channels;

  • And it prohibits unapproved products, exceeding unit limits, sublicensing, standalone file sales, and trade mark registration without consent

Acceptance of the Agreement is formed and becomes legally binding upon the Licensee at the time the Licensee completes payment of the Licence Fee. By completing payment of the Licence Fee, the Licensee acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement. No physical signature of the Licensee is required for this Agreement to take effect.