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The NFT Art Licence Agreement is a legal document that outlines the terms and conditions for the licensing of a digital artwork as a non-fungible token (NFT). The agreement is entered into between the artist (referred to as Party 1) and the minter (referred to as Party 2). The document begins by highlighting the importance of the agreement, emphasizing the ownership of intellectual property rights by the artist and the minter's desire to obtain a license to use the art for creating and selling NFTs.
The agreement is divided into several sections, each addressing specific aspects of the licensing arrangement. The first section provides definitions of key terms used throughout the agreement, including the commencement date, NFT, purpose, and schedule. The interpretation section clarifies that clause headings are for reference purposes only and do not affect the agreement's interpretation.
The grant of license section states that the artist grants the minter unlimited permission to create an NFT using the specified art without expecting additional compensation. However, the artist retains the right to claim original authorship of the artwork, and the minter must provide credit to the artist whenever possible. The minter is prohibited from distributing, selling, or licensing the art to third parties, and the art should not be used in a way that suggests endorsement of commercial products, services, or political beliefs.
The conditions of use section outlines the obligations of the minter, including using the art only for the specified purpose, complying with regulatory requirements, and not altering the art without permission. The minter must accord credit to the artist and ensure that other parties displaying the art for NFT sales also provide credit. The minter is allowed to photograph or reproduce the art for advertising and marketing purposes, provided it is done in a dignified manner.
The payment section specifies that the minter must pay a one-time fee to the artist upon execution of the agreement. The license granted under the agreement only commences upon receipt of payment. The minter is responsible for the cost of creating and arranging the sale of the NFT, and they receive a commission from the sale proceeds. The fee and commission are exclusive of VAT, which the minter must pay if applicable.
The warranty and indemnity section includes the artist's warranty that they are the exclusive owner of the art and that it does not infringe any third-party rights. The artist agrees to indemnify the minter for any claims arising from the art's use. The artist also waives moral rights in favor of the minter for the license's exploitation.
The ownership section confirms the artist's exclusive ownership of the art, and the minter agrees not to prejudice the artist's title. The minter must not represent any ownership or use rights in the art except as granted under the agreement.
The assignment and other dealings section allows the minter to assign, license, or deal with their rights and obligations under the agreement. However, the artist is not entitled to assign or subcontract their obligations without the minter's consent.
The duration of the agreement section states that the agreement terminates automatically on the specified end date. Termination does not release either party from accrued liabilities or affect any surviving rights, duties, or obligations.
The resolving disputes section encourages the parties to resolve disagreements amicably and in good faith. If resolution is not achieved, they may appoint a mediator or independent expert. Urgent relief to preserve legal rights or protect proprietary or trade secret rights is not restricted.
The entire agreement section confirms that the agreement contains the entire understanding between the parties and supersedes any other agreements.
The severability section ensures that each provision of the agreement is severable, and if any provision becomes illegal, invalid, or unenforceable, it may be deleted or modified to preserve the agreement's commercial basis.
The waivers and amendments section clarifies that no failure or delay by the artist in exercising rights under the agreement constitutes a waiver. The rights and remedies provided are cumulative and not exclusive. Any amendments or waivers must be in writing and agreed upon by both parties.
The governing law and jurisdiction section states that the parties will make reasonable efforts to resolve disputes amicably. If unresolved, the agreement is governed by the applicable laws and subject to the jurisdiction specified.
The agreement concludes with signature blocks for both parties and a schedule that includes details such as the commission percentage, license fee, and art description.
To use the NFT Art Licence Agreement, follow these steps:
1. Review the agreement: Familiarize yourself with the entire agreement, including the definitions and clauses.
2. Customize the agreement: Fill in the necessary information, such as the names and addresses of Party 1 (the artist) and Party 2 (the minter), as well as the commencement date and schedule details.
3. Understand the grant of license: Note that the artist grants the minter unlimited permission to create an NFT using the specified art without additional compensation. However, the artist retains the right to claim original authorship and must be credited.
4. Comply with conditions of use: Ensure that the minter adheres to the specified purpose, regulatory requirements, and restrictions on altering or distributing the art. Accredit the artist and maintain dignity in promotional activities.
5. Arrange payment: Determine the one-time fee payable to the artist upon execution of the agreement. The license only commences upon receipt of payment.
6. Consider warranty and indemnity: Understand the artist's warranty of ownership and non-infringement, as well as their indemnification obligation. The artist waives moral rights in favor of the minter.
7. Acknowledge ownership: Recognize the artist's exclusive ownership of the art and refrain from making any representation suggesting ownership or use rights.
8. Handle assignment and other dealings: If applicable, obtain consent for any assignment, licensing, or subcontracting of rights and obligations.
9. Determine the agreement's duration: If an end date is specified, be aware that the agreement terminates automatically on that date.
10. Resolve disputes: Attempt to resolve any disagreements amicably and in good faith. If necessary, consider appointing a mediator or independent expert.
11. Ensure compliance with laws: Understand that urgent relief to preserve legal rights or protect proprietary or trade secret rights is not restricted.
12. Retain a copy: Keep a copy of the fully executed agreement for reference and record-keeping purposes.
Please note that this guidance is for informational purposes only and does not constitute legal advice. It is recommended to consult with a legal professional to ensure compliance with applicable laws and regulations.