Non-Exclusive Genital License Agreement
‘Lo child!
Have you been receiving a lot of unsolicited dick in your DMs lately? Have a surplus of dick-related inventory and not sure how to leverage it? We’re here to help!
Recipients of Unsolicited Genital Imagery (UGIs, or “Dick Pics” in common parlance) often express concern over licensing issues that may arise. When a UGI is sent, who retains copyright of the Dick in Question? Is the recipient authorized to make derivative works based on the Dick in Question? Is the recipient authorized to sell those works, or the UGIs themselves?
With the assistance of our cult’s legal team, we have drafted a Non-Exclusive Genital License Agreement to cover these and any other legal ramifications of receiving a Dick Pic. Simply fill in your name and the name of the sender, and pass this document along. We have formatted this sample message for you to copy/paste as needed:
Thank you for your contribution to our Dick Pic Distribution service! Your Dick is valued and appreciated.
Contributions to this network are covered under a Non-Exclusive Genital License Agreement that grants the recipient of this Unsolicited Genital Imagery (UGI, or “Dick Pic”) rights to distribute, make available for sale, and make derivative works based on your contribution.
Please review this Agreement and return signed via email or fax. Continuation of this conversation beyond this point constitutes acceptance of this Agreement and will be taken as your digital signature.
Text of the Agreement following the cut.
NON-EXCLUSIVE GENITAL LICENSE AGREEMENT
BACKGROUND:
This Licensing Agreement (the "Agreement") is made effective as of today’s date by and between the following Licensor:
(YOUR NAME)
and the following Licensee:
(LICENSEE NAME)
In the Agreement, the Party who is granting the right to use the licensed property will be referred to as "YOUR NAME," and the Party who is receiving the right to use the licensed property will be referred to as "Licensee." The individuals may be known collectively as the "Parties." All references to the Licensee and Licensor in this Agreement shall include, if relevant, the Parties' parent companies, affiliates, and subsidiaries.
The Parties agree to the following:
I. GRANT OF LICENSE
1. (YOUR NAME) owns the following property, and is entitled to license to others including Licensee (the "Dick Pics"):
Any and all images featuring (YOUR NAME)’s genitalia provided to Licensee in the absence of prior authorization by Licensee
2. In accordance with this Agreement, (YOUR NAME) grants Licensee a non-exclusive, transferable, sub-licensable, royalty-free license worldwide to use the Dick Pics, including, without limitation, license to make, have made, market, offer for sale, display, and distribute the Dick Pics, and to use and provide services using the Dick Pics as promotional material.
3. Licensee may develop adaptations, variations or modifications to the Dick Pics. (YOUR NAME) reserves the right to expand the range of Dick Pics covered by this Agreement; Dick Pics provided prior to enactment of this Agreement are considered to be covered by the Agreement unless explicitly exempted via separate filing.
4. Licensee may use the Dick Pics however they see fit, as long as their use is otherwise within the bounds of this Agreement.
5. (YOUR NAME) retains title and ownership of the Dick In Question.
6. This grant of license applies to any geographical area; this Agreement will be governed, interpreted and enforced in accordance with international law. Any claim or litigation arising out of this Agreement or its performance may be commenced only via binding arbitration by a third-party mediator assigned by Licensee, and the parties hereby consent to the personal jurisdiction of this mediator; see Section VII, “Severability.”
II. MODIFICATIONS AND PRICING
7. The Licensee may freely make modifications to the Dick Pic without any prior approval from the Licensor.
8. Licensee shall be free to establish their own pricing for the Dick Pics. (YOUR NAME) hereby agrees to indemnify and hold harmless Licensee from any and all fines, damages, losses, costs and expenses (including attorneys’ fees) incurred by Licensee as a result of any breach of this Agreement by either Party.
III. OWNERSHIP AND INFRINGEMENT
9. (YOUR NAME) transfers to Licensee rights to the Dick Pics including, without limitation, the Marks and goodwill associated with the Dick Pics. Licensee acknowledges and agrees that upon the termination of this Agreement all of Licensee’s rights to the Dick Pics will cease. (See Section VI, “Termination.”)
10. Following the enactment of this Agreement, (YOUR NAME) will not register or apply to register any corporate name, trademark, copyright, or any other proprietary rights, in any country, state or other jurisdiction utilizing any part or component of the Dick in Question. (YOUR NAME) further acknowledges and agrees that (YOUR NAME) will not at any time do, or cause to be done, any act or thing to contest, oppose, seek to invalidate or in any way impair or intend to impair the validity and enforceability of any applications, rights, registrations in or for the Dick Pics by Licensee.
11. During the Term of this Agreement, (YOUR NAME) shall promptly notify Licensee in writing of any suspected or actual infringement of the Dick Pics as may come to (YOUR NAME)’s attention. In the event of any suspected or actual infringement, (YOUR NAME) has the right and duty to take any legal action or other measures to protect the Dick Pics against such infringement by any party except Licensee. Licensee shall cooperate with (YOUR NAME) in any such actions or measures at (YOUR NAME)’s request and sole expense. In any action brought by (YOUR NAME), Licensee shall retain full control thereof, including the settlement or other disposition of the action.
12. This Agreement does not create an exclusive relationship between the Parties. (YOUR NAME) is free to engage others to perform services of the same or similar nature to those provided by Licensee. Licensee shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise their services.
IV. CONFIDENTIAL INFORMATION
13. The term "Confidential Information" refers to any information or materials that are proprietary to (YOUR NAME), whether or not owned or developed by the Licensor, and which the Licensee may obtain through any direct or indirect contact with the Licensor or the Dick Pics.
14. Regardless of whether specifically identified as confidential or proprietary, “Confidential Information" shall include any information provided by (YOUR NAME) concerning the business, technology, and information of the Licensor and any third party with which the Licensor deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.
15. Confidential Information does not include the following:
a. Matters of public knowledge that result from disclosure by (YOUR NAME)
b. Information rightfully received by Licensee from a third party without a duty of confidentiality
c. Information independently developed by Licensee
d. Information disclosed by operation of law
e. Information disclosed by any third party with prior written consent from (YOUR NAME)
f. Any other information that both Parties agree in writing is not confidential
IV. WARRANTIES AND INDEMNITY
16. Neither Party makes any warranties with respect to the quality, durability, salability or appraised value of the Dick Pics, and Licensee accepts the Dick in Question "AS IS” and “WITH ALL FAULTS.”
17. (YOUR NAME) will be held exclusively responsible for any direct, indirect, special, incidental, or consequential damages that are in any way related to Licensee’s use of the Dick Pics.
18. Except to the extent, if any, otherwise expressly provided for in this Agreement, Licensee assumes no liability to (YOUR NAME) or to third parties with respect to the Dick in Question advertised by Licensee using the Dick Pics.
19. (YOUR NAME) agrees to indemnify and hold Licensee, its Controlled Affiliates, and their Representatives harmless from any and all damages, losses, costs and liabilities (including, without limitation, reasonable legal fees and the cost of enforcing this indemnity, whether prior to, during or after trial, on appeal or in bankruptcy proceedings) that it or they might suffer or incur, that have arisen out of, resulted from or related to: (1) any breach by (YOUR NAME) of this Agreement or other failure to comply with any of the other terms or conditions of this Agreement that result in material harm to Licensee, or (2) any disclosure or use of the Dick Pics or Confidential Information (as defined in Section IV, “Confidential Information”) by Licensee or any of Licensee’s Affiliates or Representatives that is not permitted under this Agreement.
V. TRANSFER OF RIGHTS
20. This Agreement shall be binding on any successors of the Parties.
21. Licensee shall have the right to assign, delegate or transfer its interests in this Agreement to any other Party, and (YOUR NAME)’s consent shall not be required with respect to any assignment, delegation or transfer by Licensee to any affiliate of Licensee or non-affiliated third party.
22. Licensee shall have the right to sell off its remaining inventory of Dick Pics after termination or expiration of this Agreement. (YOUR NAME) shall have right of first refusal to purchase remaining inventory at cost.
VI. TERMINATION
23. This Agreement and the License granted herein commences upon the date of signature by both Parties, and is granted indefinitely, unless otherwise terminated by Licensee in the event of any of the following:
if (YOUR NAME) is in breach of any term of this Agreement and has not corrected such breach to Licensee’s reasonable satisfaction within 7 days of Licensee’s notice of the same;
if (YOUR NAME) becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or
upon the written notice from Licensee to (YOUR NAME), such termination effective immediately upon the giving of such notice.
24. Effect of Termination: In the event of a termination pursuant to any subsections 23.a-c above, Licensee shall not have any obligation to (YOUR NAME), or to any employee or affiliate of (YOUR NAME), for compensation or for damages of any kind, whether on account by (YOUR NAME) or such affiliate of prospective sales, investments, compensation or goodwill. (YOUR NAME), for itself and on behalf of each of its employees and affiliates, hereby waives any rights which may be granted to it or them under laws and regulations not otherwise granted to it or them by this Agreement.
25: Termination of this Agreement shall not affect the obligation of (YOUR NAME) to pay Licensee all amounts owing or to become owing as a result of products delivered by Licensee on or before the date of such Termination, as well as interest thereon to the extent that any such amounts are paid after the date they became or will become due pursuant to this Agreement.
VII. SEVERABILITY
26. If one or more provisions in this Agreement is found invalid, illegal, or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected.
27. No action of either party, other than in writing agreed to by the Parties, may be construed to waive any provision of this Agreement and a single or partial exercise by Licensee of any such action will not preclude further exercise of other rights or remedies in this Agreement.
VIII. AMENDMENT
28. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by Licensee.
IX. DISPUTE RESOLUTION AND ARBITRATION
29. In the event of any dispute or claim between (YOUR NAME) and Licensee under this Agreement, the Parties hereto agree to submit such disputes to binding arbitration before a mediator in accordance with the Commercial Arbitration Rules. Arbitration proceedings shall be undertaken in as expeditious a manner as possible. Judgment upon any award rendered by the mediator shall be entered into any court having competent jurisdiction without any right of appeal.
30. (YOUR NAME) shall pay any expenses arising from or pursuant to arbitration, and the expenses of the mediator and proceedings.
X. WAIVER OF CONTRACTUAL RIGHTS
31. The failure of Licensee to enforce any provision of this Agreement shall not be construed as a waiver or limitation of Licensee’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
IN WITNESS WHEREOF, the Parties execute the Agreement as follows:
________________________________________
Signature of (YOUR NAME), Licensor
________________________________________
Date
________________________________________
Signature of ________, Licensee
________________________________________
Date