MGW 2013 License Agreement
This License Agreement (Agreement) will be effective as of July 2012 when duly signed between Mr. Gay World Ltd (Licensor) and
______________________________________________________ , street __________________________________________________ , city _____________________ , country _________________________ , (Licensee).
1)The Licensor awards the Licensee the rights to send an official Delegate to the annual final of Mr. Gay World, Belgium 2013, and representing country _______________________________________________________.
2)The Agreement gives the Licensee the right to use the title “Official National Producer of Mr. Gay World 2012”.
3)The Agreement gives the Licensee the right to use the name “Mr. Gay World 2012 country ______________________________” as the name of the national final of the 2012 country ______________________________ National Competition.
4)By signing this Agreement the Licensee guarantees to in a fair and transparent process to pick a national Delegate for the annual final of Mr. Gay World.
5)The Licensee guarantees to pick a Second National Delegate who will replace the Nacional Delegate under any unforeseen circumstances. If the national winner/title holder for any reason should not be able to attend the international finals and annual event, the licensee guarantees to send the 1st runner up, 2nd runner up etc.
6)The Licensee guarantees the confirmation of the National Delegate and the Second National Delegate 3 (three) months in advance to the MGW 2013 Belgium schedule. Lack of this item will cancel the License Agreement and the National Producer will have no right to send a National Delegate to MGW 2013 Belgium.
7)The Licensee guarantees to treat all Contestants with dignity and respect, to give them an opportunity to be authentic and to be able to share their visions, thoughts and personality with the public. The Licensee agrees that the competition is to be more than merely a beauty pageant.
8)The Licensee guarantees that no one of the Contestant will be asked to do or to take part in any activities that are in conflict with their personal belief and moral standards.
9)The Licensee guarantees that frontal nudity, striptease, lap dance, the promotion of illegal drugs, steroids and other controlled substances and pornography will not, in any way, be a part of the national competition as a whole nor the National Final Show specifically.
10) The Licensee guarantees that the National Final Show will be produced in such way that it comes across to the public as stylish, tasteful and significant.
11) The Licensee guarantees to prepare the national winner/title holder for the international events, to make sure he gets all the necessary travel documents (tickets, visa and travel insurance) and that he shows up at the events on time.
12) The Licensor guarantees to provide the Delegate with room and board, local transport at the locations of the international finals.
13) The Licensor guarantees to provide the Delegate with the “Delegates’ Handbook” no later than four weeks prior to the international events.
14) The Licensee guarantees that the Delegate read and will understand the content of the handbook and prepares for the international events accordingly and to comply with the preparations listed in the handbook regarding costume, clothes etc.
15) The Licensee guarantees to respond to correspondence and telephone calls from Licensor, the producers of the international events, the Delegates Liaison and Licensors Press Officer in a timely manner (within 72 working hours).
16) The Licensee guarantees to be available on email and telephone within reasonable time and to make sure to be up to date on information published on Licensor’s web pages.
16) The Licensee agrees to pay an annual license fee of $400 (us dollars four hundred) before July 31st. 2012. Method of payment will be sent to the National Producer upon this Contract signature. Lack of payment on July 31st 2012 will immediately cancel this Contract. This fee will be applied to all organization and administrative expenses related to MGW 2013 Belgica and will not be refund under any circumstances.
17) The Licensee guarantees to let the Delegate complete a professional photo session according to directions given by Licensor regarding motive and styling. These directions may differ from year to year. The photo session is to be organized within 10 days after the winner / title holder is named.
18) The photos taken are going to be used to market and promote both the national and international finals. The Licensee must ensure that the Licensor has unrestricted use of the photo material for any commercial and/or promotional use free of charge.
19) The Licensee is set up a web page to market and promote the national competition. The web page is to contain information on the international events, the rules and regulations, a mission statement, info on the organization and the event’s logo according to information and material supplied by the Licensor.
20) The Licensor guarantees to provide information, material etc to the Licensee in order to publish on the national web page in the official national language.
21) The Licensee guarantees that it will not take part in any competing events, contests, pageants and Mr. Gay competitions without the written consent of the Licensor, and furthermore the Licensee guarantees not to start, create, produce or initiate events or competitions that are in competition, conflict or disagreement with Licensor.
22) In the event that either party believes that the other significantly has breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have two weeks from the receipt of notice to address the alleged breach and to notify the non-breaching party in writing that the issue is being resolved. If the breach is not addressed within the two weeks, the non-breaching party shall have the right to terminate the Agreement without further notice.
23) Except for termination for cause, Licensor and Licensee hereby grant each other a nonexclusive, royalty-free, perpetual license to use any Licensed Materials that were accessible during the term of this Agreement. Such use shall be in accordance with the provisions of this Agreement, which provisions shall survive any termination of this Agreement. The means by which Licensee and Licensor shall have access to such Licensed Materials shall be in a manner and form substantially equivalent to the means by which access is provided under this Agreement.
24) Subject to the Limitations set forth elsewhere in this Agreement: Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials, Names and Titles, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, Names and Titles, and that use of the Licensed Materials, Name and Titles by Authorized Partners in accordance with the terms of this Agreement shall not infringe the copyright of any third party. The Licensor shall indemnify and hold Licensee and Authorized Partners harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized Partners in accordance with the terms of this Agreement. This indemnity shall survive the termination of this agreement. No limitation of liability set forth elsewhere in this agreement is applicable to this indemnification.
25) Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Authorized Partners, or to any third party.
26) Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement.
27) Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent or refusal shall not be unreasonably withheld or delayed.
28) This Agreement shall be interpreted and construed according to, and governed by, the laws of Australia, excluding any such laws that might direct the application of the laws of another jurisdiction. The federal or state courts located in Australia shall have jurisdiction to hear any dispute under this Agreement.
29) In the event any dispute or controversy arising out of or relating to this Agreement, the parties agree to exercise their best efforts to resolve the dispute as soon as possible. The parties shall, without delay, continue to perform their respective obligations under this Agreement which are not affected by the dispute.
30) Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
31) This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. In addition, any misdemeanour or professional m
the Licensee authorizes the Licensor to immediately cancel the
corresponding signed License Agreement Contract
32) No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee.
33) If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
34) Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
35) All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within 10 days after mailing if sent by registered or certified mail, return receipt requested or sent to correct email address. If any notice is sent by email, confirmation must be sent by email or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party.
36) This Agreement is valid only when signed by both parts and the license fee is paid on time (due date July 31th 2012)
37) This Agreement shall NOT be automatically renewable at the end of each year for a successive year unless either party gives written notice of its intention to renew the Agreement. The notice has to be given before the end of the year (due date November 30th 2012) and must be accordingly accepted, approved and confirmed by the other party in a written notice. Lack of reponse implies that the Agreement will not renewed.