Electronic Media Site License


This agreement is made and entered into between EdWorks, LLC (“Provider”) and ___________________  (“Licensee”) as of the date executed by both parties as indicated by their signatures below.  




(a)          “Authorized Users” means Licensee’s [students, teachers, parents and adminsitrators] authorized by Licensee to access the Designated System.


(b)          “Confidential Information” means (a) information of Provider in all forms which derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons who can obtain economic value from its disclosure or use, as well as (b) other information that is provided to or obtained by Licensee and that is valuable to Provider and not generally known by the public


(c)          “Derivative Works” mean any suggestions, contributions, enhancements, improvements, additions, modifications, or derivative works to the Licensed Products.


(d)          “Designated System” means the computers, hardware operating systems, and digital media (CDs, digital audio players) located at the premises of Licensee known as [INSERT LOCATION].


(e)          “Documentation” means the user documentation and any other operating, training, and reference manuals relating to the use of the Licensed Products, as supplied by Provider to Licensee, as well as any Derivative Works thereto.


(f)           “Marks” means trademarks, service marks, trade names, or other logo types used by Provider to identify its products and/or services.


(g)          “Licensed Products” means the following mp3 files: (1) Transformation; (2) Shakespeare is Hip-Hop; (3) Adventures of Carlito; (4) Phobia; (5) Friends; (6) FLO+CAB; (7) Myriad Operations; (8) I Do; (9) Flux; (10) Dr. Doctor; (11) Piece of the Pie; and (12) It’s All Mathematics, together with all Documentation, as well as any other materials or intellectual property developed or delivered in connection with this Agreement. 


Grant of License:   Provider grants to Licensee the non-exclusive right to permit Authorized Users to use the Licensed Products solely on the Designated System for Licensee’s internal purposes for educational use in classroom activities.  The license granted shall not include any right to use Derivative Works, or any new updates or releases of or to the Licensed Products; provided however that Provider agrees to notify Licensee of any such Derivative Works, updates or releases and to offer same to Licensee at its then standard license fee for same.


Reservation of Rights:   Provider reserves all rights not expressly granted herein.  Licensee may not copy, modify, adapt, or create Derivative Works of the Licensed Products.  In no event shall Licensee distribute the Licensed Products to any third party for any purpose whatsoever, or use, or permit any third party to use, directly or indirectly, the Licensed Products other than on the Designated System and as expressly permitted under “Grant of License” above.  The Licensed Products may not be used by any party other than an Authorized User or copied or published on any media whatsoever.


Ownership:   Licensee acknowledges that Provider or owns all rights, title, and interest in the Licensed Products and the Marks (and all copies and Derivative Works thereof), including but not limited to all worldwide copyrights, trade secrets, trademark, inventions, confidential, and proprietary rights therein.  Licensee does not acquire any rights, express or implied, in the Licensed Products other than those specified in this Agreement.  Licensee shall not represent that it has ownership of the Licensed Products or Marks or at any time do, or cause to be done, any act or thing contesting, or in any way impairing Provider’s right, title, and interest in such Licensed Products and Marks, whether or not they are registered in the jurisdictions in which the Licensee is located or does business. 


Duration:  This license shall be for a term of two (2) years and will expire on [______________], 2009.


License Fee:   Licensee shall pay a one-time fee of [$______] for the three year term, which fee shall be paid on the date of execution of this Agreement


Confidentiality:   Licensee will hold in confidence and, without the consent of Provider, will not use, reproduce, distribute, transmit, or disclose, directly or indirectly, the Confidential Information of Provider.  The obligations of Licensee under this paragraph with regard to the Confidential Information that constitutes trade secrets of Provider remain in effect for as long as such information shall remain a trade secret under applicable law and, with regard to all other Confidential Information, shall remain in effect during the term of this Agreement and for three (3) years after termination of this Agreement.


Warranty Limitations:   Provider does not make any express or implied warranties, conditions, or representations to Licensee or any other party with respect to the Licensed Products whether written, express, implied, or statutory.  Without limiting the foregoing, any implied warranty or condition of merchantability, noninfringement, title, or fitness for a particular purpose are expressly excluded and disclaimed. 


Limitation of Liability:  Licensee acknowledges and agrees that in no event shall Provider or any of Provider’s officers, directors, employees, shareholders, agents, or representatives be liable to Licensee, or any other party for any special, indirect, incidental, exemplary, or consequential damages or loss of goodwill in any way, whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise, arising from or relating to this agreement or resulting from the use of or inability to use the Licensed Products and in no event will Provider’s liability for any damages to Licensee, any of its Affiliates, or to any third party, whether such liability is based on contract, tort, negligence, strict liability, products liability or otherwise, ever exceed the amount of fees paid by Licensee to Provider under this Agreement.


Entire Agreement:  This Agreement represents the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all negotiations, agreements, contracts, commitments, and understandings, both verbal and written between Provider and Licensee.  This Agreement and all rights and obligations may not be assigned in whole or in part by Licensee without the prior written consent of Provider.



IN WITNESS WHEREOF, Provider and Licensee have caused this Agreement to be executed by their duly authorized officers or representatives.



Licensee Name:

EdWorks, LLC



Printed Name:

Printed Name:






Address: 340 S 3rd St

Lewiston, New York 14092