Copyright Envision Corporation. 2002. All rights reserved.

Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/. Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.

WEB SITE ART LICENSE

!his /eb Site Art "icense 0the 1Agree2ent34 is 2ade and effective 5%A!E6+

BETWEEN:

[WEB SITE OWNER NAME] 0the 7/eb Site (wner74+ a corporation organi8ed and e9isting :nder the laws of the 5S!A!E;P&(- $CE6+ with its head office located at<

AND:

[ARTIST NAME] 0the 7Artist74+ a corporation organi8ed and e9isting :nder the laws of the 5S!A!E;P&(- $CE6+ with its head office located at<

RECITALS A. /eb Site (wner is the owner and operator of a certain web site accessible thro:gh the /orld /ide /eb at the following U"&< 5A%%&ESS6.

/eb Site Art "icense Page = of >

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

B. C. D.

Artist is the creator of certain original wor?s of art described in E9hibit 1A3 attached hereto and 2ade a part hereof 0the 1Art34. Artist represents and warrants that the Art are original wor?s of a:thorship created solely by the Artist and that the Artist is the sole and e9cl:sive copyright owner in and to said Art. /eb Site (wner wishes to :se graphical depictions of the Art on the /eb Site and wishes to obtain a license fro2 the Artist that will per2it the /eb Site (wner to display graphical depictions of the Art on its /eb Site. Artist wishes to grant s:ch a license+ s:b@ect to the ter2s and conditions set forth in this Agree2ent.

E.

$(/+ !)E&E,(&E+ in consideration of the pro2ises and agree2ents set forth herein+ the parties+ each intending to be legally bo:nd hereby+ do pro2ise and agree as follows< 1. GRANT OF LICENSE 1.1 Artist hereby grants to /eb Site (wner a nonAe9cl:sive+ worldwide license to :tili8e the Art for display on the /eb Site (wnerBs /eb Site. /eb Site (wner shall be per2itted to 2a?e graphical depictions of the Art+ in s:itable graphics file for2at for place2ent on the /eb Site. S:ch graphical depictions 2ay be displayed on the /eb Site. /eb Site (wner shall have no right to grant s:blicenses of any ?ind with respect to the Art. Upon e9ec:tion hereof+ the Artist is delivering to /eb Site (wner printed copies of s:ch Art. Artist shall grant to /eb Site (wner :pon reasonable reC:est+ access to the original wor? of Art in order to assist the /eb Site (wner in the creation of the graphical depictions for place2ent on the /eb Site.

1.2 1.3

1.4

/eb Site (wner shall post a separate page on its /eb Site which is clearly accessible by hyperte9t lin? fro2 any page on which the Art appears on the /eb Site+ which incl:des a biographical s?etch on Artist+ a photograph of Artist 0if desired by Artist4+ infor2ation on how to contact the Artist 0if desired by the Artist4+ and a lin? to ArtistBs /eb Site 0if available4. /eb Site (wner shall not be per2itted to 2odify the Art e9cept for conversion of the Art into graphic for2at s:itable for incl:sion on the /eb Site.

1.5

2. ROYALTY PAYMENTS TO ARTIST n consideration of the license of the Art granted here:nder+ /eb Site (wner shall 2a?e a oneAti2e pay2ent to the Artist in an a2o:nt eC:al to 5A.(U$!6 :pon e9ec:tion hereof. 3. TERM AND TERMINATION 3.1 !he ter2 of this license shall be perpet:al+ :nless ter2inated p:rs:ant to the ter2s hereof.

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 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

3.2

Artist 2ay ter2inate this license :pon written notice to the /eb Site (wner in the event that the /eb Site (wner 0i4 breaches any provision hereof or :ses the Art in a 2anner that is beyond the scope of :se per2itted in this Agree2ent+ or 0ii4 files a petition in ban?r:ptcy or is ad@:dicated by a co:rt of co2petent @:risdiction to be ban?r:pt or insolvent+ or if a receiver is appointed over the /eb Site (wner. /eb Site (wner shall have the right to ter2inate this Agree2ent+ with or witho:t ca:se+ :pon giving thirty 0D04 days advanced written notice to the Artist. Upon any ter2ination hereof+ all rights licensed to /eb Site (wner as provided herein shall ter2inate and /eb Site (wner shall re2ove all Art fro2 display on the /eb Site and destroy all graphical depictions of the Art.

3.3 3.4

4. REPRESENTATIONS AND WARRANTIES Artist 2a?es the following representations and warranties to the /eb Site (wner< 4.1 4.2 4.3 Artist is the sole and e9cl:sive owner of the Art and the Art is not s:b@ect to any clai2s by any other party. Artist has the f:ll right+ power and a:thority to enter into this Agree2ent and to grant the license to /eb Site (wner as set forth herein. Artist is the owner of the copyright in and to the Art and to the best of the Artists ?nowledge and belief+ the Art does not infringe :pon the copyrights or other proprietary rights of any other party.

5. PROPRIETARY RIGHTS 5.1 /eb Site owner ac?nowledges and agrees that the Artist 2aintains all e9cl:sive rights in and to all proprietary rights relative to the Art+ incl:ding b:t not li2ited to the copyright and all 2oral rights and other rights that 2ay e9ist :nder any state or federal law+ s:b@ect only to the right of /eb Site (wner to :se the Art within the scope of this Agree2ent. /eb Site (wner agrees that it shall not contest+ disp:te+ or ta?e any actions in contravention of the proprietary rights of the Artist in and to the Art and depictions thereof.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States and Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" AU!(.A! CA""' *E SUE% $ A C(U&! (, "A/.
/eb Site Art "icense Page D of >

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.
5.2 Artist shall have the right to obtain and apply for a copyright registration relative to the graphical depiction of the Art+ to the e9tent separate copyright of s:ch graphical depiction is available or necessary. Artist agrees to inde2nify+ hold har2less and defend /eb Site (wner fro2 and against any and all clai2s that the Art infringes :pon the proprietary rights of any other party. Artist shall have the sole and e9cl:sive right+ in its discretion+ to bring any clai2+ s:it+ threat or de2and against any other party clai2ing infringe2ent :pon the proprietary rights of the Artist in and to the Art.

5.3 5.4

6. MISCELLANEOUS PROVISIONS 6.1 All notice herein shall be sent via certified or registered 2ail+ ret:rn receipt reC:ested+ or delivered by rep:table national overnight delivery service+ to the parties at their respective addresses as set forth on the signat:re page of this Agree2ent. Either party 2ay change its address for p:rposes of this Agree2ent by giving written notice to the other party as set forth herein. !his Agree2ent shall be governed by and any disp:te or interpretation hereof shall be :nder the laws of the State of 5S!A!E;P&(- $CE6. !he parties agree that any legal action relative hereto shall be bro:ght in the co:rts in 5C(U$!';S!A!E6 and each of the parties consent to @:risdiction of s:ch co:rts. !his Agree2ent shall be binding :pon and shall in:re to the benefit of the parties and their respective s:ccessors+ assigns+ e9ec:tors+ estates+ and ad2inistrators. !his license 2ay not be assigned by the /eb Site (wner. !he waiver of an instance of breach or defa:lt by either party shall not act as a 2odification of this Agree2ent nor shall it foreclose s:ch party fro2 clai2ing s:bseC:ent breaches or defa:lt based :pon the sa2e or different set of circ:2stances. !his Agree2ent contains the entire :nderstanding of the parties relative to the s:b@ect 2atter hereof and s:percedes and replaces all prior agree2ents and :nderstandings between the parties. !his Agree2ent 2ay only be 2odified by a written agree2ent d:ly e9ec:ted by a:thori8ed representatives of each of the parties.

6.2

6.3

6.4

6.5

6.6

$ / !$ESS /)E&E(,+ the parties have e9ec:ted this Agree2ent on the dates set forth first above+ with f:ll ?nowledge of its content and significance and intending to be legally bo:nd by the ter2s hereof.

/eb Site Art "icense Page E of >

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

/E* S !E (/$E&

A&! S!

A:thori8ed Signat:re

A:thori8ed Signat:re

Print $a2e and !itle

Print $a2e and !itle

/eb Site Art "icense Page F of >

 Copyright Envision Corporation. 2002. All rights reserved. Protected by the copyright laws of the United States & Canada and by international treaties. ! S ""E#A" A$% S!& C!"' P&() * !E% !( % S!& *U!E+ PU*" S)+ (,,E& ,(& SA"E+ " CE$SE (& SU*" CE$SE+ # -E (& % SC"(SE !( A$' (!)E& PA&!'+ !) S P&(%UC! $ )A&% C(P' (& % # !A" ,(&.. A"" (,,E$%E&S / "" *E SUE% $ A C(U&! (, "A/.

EXHIBIT A DESCRIPTION OF THE ART

/eb Site Art "icense Page > of >