Contributor Management and Licensing Agreement for the World of Gaus Role Playing Game

This is a licensing agreement for people contributing to a roleplaying game project.

THIS LICENSING AGREEMENT (this "agreement") is made and entered into as of EFFECTIVE DATE (the "Effective Date") between the World of Gaus Group (the "Group"), a group organized for the purpose of publishing Tabletop Role Playing Game Publications (the "Products"), and RECIPIENT(the "Contributor") (collectively, the "Parties")

WHEREAS, the Group requests the Contributor to perform services for it and may request the Contributor to perform other services in the future; and

WHEREAS, the Group and the Contributor desire to enter into an agreement which will define respective rights and duties as to all services to be performed,

WHEREAS, the Contributor affirms that he or she understands all of the provisions contained in this Agreement, and in the case that he or she requires clarification as to one or more of the provisions contained herein, he or she has requested clarification or otherwise sought legal guidance.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree to the following:

1.0 Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth in this Section 1.

1.1 The “Agreement means the entire content of this document, together with any acGrouping appendices, duplicates, copies, exhibits, schedules or attachments hereto.

1.2 The “Designs” means any and all materials, artwork, sketches, visual designs, visual elements, graphic designs, illustrations, photography, writings, concepts, source code and any other creative content provided and/or developed by the Contributor for use by Partner as part of Publications, defined below.

1.3 The “Intellectual Property” means any and all patents, copyrights, trade secrets and trademarks, and registration of, applications to apply for and priority rights based on, the foregoing, owned or controlled by the Contributor at the time of the Effective Date related to the Works that are necessary or useful for the development, manufacture, use or commercialization of the Products.

1.4 The “Products” means any and all works, goods, services or other work products developed by, or commissioned by, the Partner, under this Agreement and potentially incorporating and/or utilizing the Designs and/or the Intellectual Property.

1.5 The "World Properties" means creative works, including names, settings, characters, fictional items, story lines or plot elements covered by the Gaus Open World License.

To Nick and Brendan: This will be one of the next things we need to write. We need to define this because if we don't have some sort of shared intellectual property in there, we've essentially hobbled the contributors' ability to sell their work on their own - if you own a specific race, they may not be able to freely sell portraits of that race unless we specifically give them permission to.

2.0 License.

2.1 Beginning on the Effective Date, and remaining in effect for the Term of this Agreement, the Contributor hereby grants to the Group a non-exclusive, royalty-free, worldwide license to use the Designs and the Intellectual Property provided by the Contributor to make, have made, use, import, export, offer for sale and sell as part of a larger Product. The Group cedes the right to offer for sale and sell Designs and Intellectual Property granted to them by the contributor independent of larger products, as in the instance of prints, posters, reference cards or other stand-alone works.

2.2 Nothing in this Agreement shall be construed (expressly or by implication) as granting or conveying to the Group, or as otherwise creating, any licenses or other rights or interests in or to any Intellectual Property and/or Designs owned or controlled by the Contributor other than the specific licenses to the Intellectual Property and Designs that are expressly granted under this Agreement.

2.3 The Contributor agrees that to the extent any of the Intellectual Property and/or the Designs are used as part of the Products, such Products shall, to the extent permitted by law shall remain the sole and exclusive property of the Group. The Contributor shall maintain ownership of individual designs in perpetuity, even when those designs are used as part of the Products.

2.4 The Contributor retains, in perpetuity, the rights to use, import, export, offer for sale and sell its designs independent of the Group, so long as the items offered for sale and sold do not include the Designs or Intellectual Property of other Contributors, excepting where the contributor obtains separate written consent from all other contributors included in the items offered for sale. The Contributor may freely offer for sale and sell Designs and Intellectual Property which include World Properties.

This section allows us to use contributors stuff royalty free, but also protects their ability to sell their own stuff. As long as they're using stuff in our open license, they can sell their own works however they want. We can sell their stuff as well, but only if it's part of a larger work.

3.0 Ownership of Intellectual Property and Designs.

3.1 The Contributor shall retain sole and exclusive ownership of all rights, title and interest in and to the Intellectual Property and/or the Designs, subject to the licenses granted to Group under this Agreement. The Contributor shall also retain all rights under and to the Intellectual Property and/or the Designs that are not expressly granted to the Group and shall have the right to grant further licenses to third parties with respect to such retained rights.

3.2 The Group shall be solely responsible, at its own expense, for all aspects of the prosecution, maintenance, enforcement and defense of all applications and registrations that are included in the Intellectual Property and/or the Designs, Properties. The Group's rights and responsibilities in that regard shall include sole and final decision making authority with respect to all such matters (as determined by the Contributor in his or her sole discretion).

Here we promise to shoulder the legal burden of protecting their copyright. This is very generous, but relatively low risk for us since you plan on having a very open licensing structure for your game anyway.

3.3 In the event that the Contributor decides not to pursue, or to abandon or otherwise cease to maintain, any part of its Intellectual Property and/or the Designs which incorporate World Properties (“Abandoned Gaus IP”), it will notify the Group about such Abandoned IP within. Upon receipt of such notice,the Group shall have the option, exercisable by providing written notice to the Contributor within, to purchase the Abandoned IP for a sum not to exceed one US dollar ($1).

3.4 The Group is required to notify the Contributor of any third party actions which may constitute infringement of the Intellectual Property and/or the Designs, or if any third party initiates actions seeking to invalidate or contest the enforceability or validity of any of the Intellectual Property and/or the Designs.

We promise to let inform them if we see someone violating their copyright. Again, generous, but low risk.

4.0 Contributor Representations and Warranties. Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Contributor makes the following representations and warranties.

4.1 The Contributor represents and warrants that he or she is fully authorized and empowered to enter into this Agreement, and that his or her performance of the obligations under this Agreement will not violate any agreement between the Contributor and any other person, firm or organization or any law or governmental regulation.

4.2 The Contributor represents and warrants that the Designs and Intellectual Property and any other materials and content produced in connection with the Designs do not infringe on or violate the legal rights of any third-party.

4.3 The Contributor represents and warrants that he or she is more than eighteen (18) years of age and not otherwise incapacitated at the time of this Agreement, or has written permission to participate in the project from a parent or legal guardian.

4.4 The Contributor represents and warrants that the Contributor has complied with all applicable laws in the manufacture, and/or obtaining of, the Designs and Intellectual Property.

This protects us by making the Contributor affirm they aren't stealing other people's stuff and giving it to us as their own.

5.0 Compensation.

5.1 The Contributor shall receive no monetary compensation for the license set out in this Agreement,

5.2 The individual members of the Group agree to act as professional references for the Contributor for no fewer than five years after the end of the Term of this agreement. Contributors do not need to obtain prior permission to put any member of the Group down as a reference on work applications under the title of "Project Manager". Phone numbers and email addresses of individuals in the Group will be provided upon request.

5.3 In the event the Group reorganizes as a Sole Proprietorship, Corporation, Limited Liability Group, Partnership, Cooperative or S-Corporation, the Contributor will be offered employment in that Group within a week of the effective date of the reorganization. The contributor will be given an opportunity to negotiate their employment agreement and will not be required to interview or apply for their position.

5.4 Compensation in kind or in trade of services is discussed in Exhibit A: Non-Monetary Compensation, if applicable.

This section says we don't pay them, but that if you decide to do the paperwork to become a company, they'll be included in that company. It also says that you'll act as professional references. It mentions Exhibit A, so if we want to add some language about trades or other types of compensation, we can just write it up and attach it rather than write a whole new document.

6.0 Confidential Information

6.1 Group and the Contributor understand and agree that in connection with the negotiation and performance of this Agreement, each party may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of the other party, including, but not limited to, trade secrets and any other information that the receiving party reasonably should know is confidential (“Confidential Information”). Each party (on its behalf and on behalf of it representatives or agents of any kind) agrees to hold and treat all Confidential Information of the other party in confidence and will protect the Confidential Information with the same degree of care as each party uses to protect its own Confidential Information of like nature. Notwithstanding anything contained herein to the contrary, Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving party or its representatives); (ii) is available to the receiving party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving party without violating its obligations under this Agreement or under any federal or state law. This Section shall supersede any previous agreement relating to confidential treatment and/or non-disclosure of Confidential Information; provided, however, that any information disclosed pursuant to that earlier agreement shall be deemed to be Confidential Information and protected under the terms of this Agreement as if this Agreement had been in place at the time of such disclosures. The Confidential Information will not, without the prior written consent of the other party, be disclosed to any third party, except that the receiving party may disclose the Confidential Information or portions thereof to (a) its directors, officers, employees, agents and representatives on a need-to-know basis, or (b) as may be required by law, applicable regulation or judicial process, provided, however, that if the receiving party is required to disclose such Confidential Information under this Section, the receiving party shall promptly notify the disclosing party of such pending disclosure and consult with the disclosing party prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information. Neither party shall use any Confidential Information received from the other party except as may be necessary in its performance under this Agreement. The parties acknowledge that unauthorized use by a party of the other party’s Confidential Information will diminish the value of such information and that breach of this obligation may cause irreparable harm and entitle the non-breaching party to seek injunctive relief to protect its interest herein, in addition to any other monetary or other remedies it may be entitled to hereunder.

I stole this and didn't change it much. It shouldn't come into play, but is typical copy protecting confidential information.

7.0 Liability.

7.1 The Group shall not be responsible for any costs incurred by the Contributor in furtherance of this Agreement or otherwise, such as, licensing fees and/or equipment fees. All services under this Agreement shall be performed at the full expense of the Contributor.

7.2 EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

We won't pay for equipment, licenses or hospital fees.

8.0 Disclaimer of Warranty.

8.1 THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GROUP DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.

The only stuff we can guarantee is the stuff contained in this document; Everything else doesn't count. i.e., we never said we would ever be financially viable or marketable, we just said that if we ever did become a company, they'd be free to join.

9.0 Indemnification.

9.1 The Contributor agrees to indemnify, hold harmless, and defend the Group, its members, directors, successor, assigns, and agents from any any all claims, demands, suits, actions, proceedings, costs, damages, expenses (including reasonable attorneys’ fees and costs), and/or losses of any kind arising out of or resulting from any claims that (a) the Contributor breached any representations and warranties made in this Agreement, (b) the Contributor breached or allegedly breached its confidentiality obligations hereunder, and (c) claims relating to the Contributor’s Intellectual Property, Designs, or any other materials provided by or made available by the Contributor. The Contributor’s obligations are conditioned upon the Group: (i) giving the Contributor written notice of any claim, action, suit and proceeding for which the Group is seeking indemnity; (ii) granting control of the defense and settlement to the Contributor; and (iii) providing, at the Contributor’s expense, reasonable assistance in the defense or settlement thereof. In any event, the Group shall have the right to participate, at its own expense, in the defense or settlement of any claim, action, suit and proceeding that is the subject of an indemnification obligation. If any settlement results in any ongoing liability to, or prejudices or detrimentally impacts Group, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require the Group’s written consent, which consent shall not be unreasonably withheld.

I don't really understand indemnification, so I left this untouched. My basic understanding is that if we get sued over something the contributor created, the contributor takes legal responsibility for their creation

10.0 Duration, Scope and Severability.

10.1 This Agreement shall take effect immediately, and shall remain in full force and effect for three months (the “Term”), or until terminated pursuant to this Section 10 of the Agreement.

10.2 This Agreement shall be automatically renewed for an additional three months at the End of the term unless one of the Parties provides written notice that it does not wish to renew the agreement.

The term is for three months, but auto-renews unless someone says otherwise.

10.3 The Group may terminate this agreement if they do not receive in-person, email, phone or text communication from the Contributor for one month after sending a communication which requires response, such as in the case of a question, deliverable or meeting invitation. Termination of this agreement will only occur upon written notice given to the Contributor by the Group.

10.4 The Group may not terminate this agreement for reasons of performance, such as missed milestones, low quality of work or lack of cooperation.

10.5 The Contributor may terminate this agreement if they do not receive in-person, email, phone or text communication from the Contributor for one month after sending a communication which requires response or acknowledgement, such as in the case of a question, deliverable or meeting invitation. Termination of this agreement will only occur upon written notice given to the Contributor by the Group.

The only reason we can terminate the agreement early is if people aren't communicating. We won't fire someone just because we don't like them.

10.6 This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

10.7 This Agreement may be amended only by written agreement duly executed by an authorized representative of each party.

10.8 If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

10.9 No modifications to this Agreement shall be binding upon either Party without the express written consent of the Parties.

10.10 This Agreement shall not be assigned by either party without the express consent of the other party.

The rest of this section outlines stuff to do with modifying the agreement.

11.0 Governing Law and Jurisdiction.

11.1 This Agreement shall be governed by and construed in accordance with the laws of the State of Utah and ­­­­­­­­­the United States without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement shall only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Italy and ­France. EACH PARTY HEREBY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, HAVING JURISDICTION IN THE STATE OF UTAH AND THE UNITED STATES.

Local law governs and restricts any of the stuff above; If it's not legal in the US, then it's not valid here..

12.0 Waiver of Rights.

12.1 A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

If one side or the other forgets to act on anything in here, that doesn't mean they've given up the right to act in the foreseeable future.

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement as of the Effective Date.

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