TRADEMARK LICENSE and ARTIST AGREEMENT THIS AGREEMENT is entered into this 6 day of May, 2017, by and between (name here) of (address here) (the "Licensor") and (name here) of (address here) (the "Licensee"). The parties agree as follows: Rights Granted. Licensor hereby grants to Licensee, its successors and assigns, the following: a. sole license to use the following ip property: (List License items here) in connection with any products produced through the Merch by Amazon USA (MBA) program. b. sole license to use any private designs produced by Licensor that they would offer to list for sale on MBA that meet the terms of service (TOS) of MBA. c. the licensor agrees to not enter into additional license agreements for this content with other MBA account holders for the purpose of listing content for sale on MBA. Licensor's Rights and Obligations. The Licensor will continue to retain all rights of every kind and nature except those specifically granted to Licensee hereunder for the duration of this agreement. Warranty and Indemnification. a. Licensor warrants and represents that: (i) it has the full right, power and authority to enter into this Agreement and to grant the rights granted herein. (ii) it has not previously licensed the (name ip property here) to any third party and (iii) that Licensee's use of the (ip property here) will not violate any rights of any kind or nature whatsoever of any third party. b. Licensor shall indemnify and hold harmless Licensee, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fee), arising out of or in any way connected with any breach of any representation or warranty made by Licensor herein. c. Licensee shall indemnify and hold harmless Licensor, its successors, assigns and licensees, and the respective officers, directors, agents and employees, from and against any and all claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees), arising out of or in any way connected with any claim that the (ip property here) infringe any intellectual property rights or other rights of any third party. Licensee Obligations. a. Licensee agrees to pay the sum of (royalty rate here) of net MBA royalties earned from the sale of a product using (IP property here) in this agreement on a design and/or private designs created by Licensor that are listed on the Licensee MBA account. b. Summary of sales related to designs using the listed (IP property here) in this agreement and/or private designs created by Licensor will be provided by Licensee each month within 5 days of remittance advice receipt from MBA. c. Payments for licensed use are to be made by the Licensee to the Licensor by the 10th day following the MBA remittance notice at the end of each quarter. d. Licensee will manage all MBA design listing, MBA TOS compliance, and the notification of infringing copies related to licensed content. Term and Termination. This Agreement shall be effective from the date above written and shall be reviewed for any changes by the Licensor and Licensee at the completion of one year. This Agreement shall be subject to termination at the election of Licensor, by written notice to Licensee, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensee, and such default has continued for a period of thirty (30) days after written notice specifying the same shall have been given to Licensor. This Agreement shall be subject to termination at the election of Licensee, by written notice to Licensor, where there has been a default in the due observance or performance of any material covenant, condition or agreement herein by Licensor and such default has continued for a period of thirty (30) days after written notice specifying the same shall have been given to Licensee. General Provisions. a. Successors/Assigns. This Agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties hereto. b. Integration. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof, and may not be modified or amended except by written agreement executed by the parties hereto. c. Notice. The address of each party hereto as set forth below shall be the appropriate address for the mailing of notices, checks and statements, if any, hereunder. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other. IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed the day and year set forth above. (Name, Address, Contact information of Licensor) X ______(Name of Licensor) Date ______(Name, Address, Contact information of Licensee) X ______(Name of Licensee) Date ______