You may submit as many images as you like for publication, digital preferred (please read digital image requirements). Please include a proof with each image submitted. Please record the title of the entry, as well as the artwork medium (watercolor, pastels, acrylics, monoprint, collage, photography, etc.). For additional entries please attach a copy of this form.

This License Agreement (hereinafter “Agreement”) is entered into between:

OAK CREEK PRINTWORKS (hereinafter “OCP”)
whose address is 2961 E. Barnes Street, Simi Valley, CA 93065

and ____________________________________________, Artist (hereinafter “Artist”)

whose address is ______________________________________________________.

I. Ownerships of Works:

By entering into the Agreement Artist does hereby declare under oath (See Declaration Exhibit ‘A’ attached hereto and incorporated by reference as if set out in full herein) that any and all Works to which the Agreement applies are the sole and exclusive personal property of the Artist and that no other individual, entity, organization or third party of any kind whatsoever has any ownership, pecuniary or other interest in the applicable Works and that Artist is free to do with the Works as he/she sees fit.

II. Exclusive License

Artist does hereby grant OCP an exclusive license to use, print, publish, display, sell, release, promote, any and all Works submitted by Artist and accepted by OCP. Some but not all of the forms by which OCP may market its products include notecards, greeting cards, matted prints, bookmarks, postcards, brochures and other printed materials hereinafter referred to as the “OCP Product Line.” Artist has the right to grant licenses to third parties with respect to said Works on condition that any and all of the third party’s business activities are not reasonably similar to those of OCP.

III. Option on Rejected Works

OCP will be limited to a period of one year from the date of submission of a Work to make a determination as to whether it will use or reject the Work (hereafter “Rejected Work”). If OCP fails to exercise its Option to use, print, publish, display, sell, release and or promote said Work, the Work is at that moment considered a Rejected Work. Nonetheless, Artist is still restricted from offering or permitting any third party competitor of OCP from using the Rejected Work.

IV. Artist is the Rightful Owner

Artist expressly represents that no other entity, person, business of any kind, corporation, partnership of any kind, unincorporated association, profit or non-profit organization of any kind holds any license of any kind with respect to any Works of Artist now in the possession of OCP or that are given by Artist to OCP in the future and that Artist will not grant such license to any aforementioned entity as long as OCP maintains an exclusive license now and in the future.

V. Revocation

Artist agrees that any Works granted to OCP under exclusive license now or in the future shall remain exclusive to OCP up to and until Artist revokes said exclusive license. Revocation of said license must be done in writing and sent via personal service or the United States Mail Certified Return Receipt Requested. Artist shall give OCP a minimum of sixty (60) day notice prior to revoking any exclusive license in any Work.

VI. Minimum Term of License

Artist hereby agrees to grant OCP a minimum exclusive license as to any Work currently in possession of OCP or given to OCP in the future for a term of not less than one (1) year. Termination of the Agreement or revocation of the exclusive license cannot occur prior to the completion of the calendar year commencing, for the Work(s) currently being licensed to OCP, with the date upon which this contract is executed. All future Work(s) that Artist exclusively licenses to OCP shall have a minimum one (1) year term that starts on the date the submission form is executed. See Exhibit ‘A’ for a sample of a submission form.

VII. Selection Process

Artist agrees that the selection process involves a panel of other artists currently under license with OCP and that regardless of the panel’s decision all final decisions are to be made by Ms. Nancy Haberman. Ms. Haberman is vested with sole and exclusive rights to make any and all final determinations as to which Artist and which of his/her Works will be or will not be accepted for use by OCP.

VIII. Modification of Works

Artist hereby grants as part of the exclusive license the right to alter any part of any Work submitted by Artist and accepted by OCP so as to make the Work commercially viable and marketable as an OCP product.

IX. Termination

Either party may terminate this agreement at any time with at least sixty (60) days written notice to the other party. All written notices must be made either by personal service or in the alternative by United States Mail Certified Return Receipt Requested.

X. Notice

Any notices permitted or required under this Agreement shall be delivered or mailed to the party in question at the address shown on the last page of this Agreement. Notices shall be deemed received upon delivery, if hand delivered, or on the fifth business day after mailing, if mailed. Any party may change its address by giving notice to the other in accordance with this and the previous paragraphs.

XI. Indemnification

Artist hereby agrees to save and hold harmless and indemnify OCP for any and all damages incurred in the present or future, known or unknown to either Artist or OCP and to pay any and all of OCP’s legal expenses including reasonable attorneys fees and costs if OCP is forced to defend itself in any legal action whether in a court of law or alternate dispute resolution forum caused in any way by Artist actions and or Artists’ representations herein whether or not such representations were intentional or negligent including any actions against OCP for copyright infringement or any other intellectual property based lawsuit or hearing.

XII. Use of Artist Signature

Artist hereby grants OCP permission to reproduce the Artist’s signature on any OCP Product containing any image of a Work supplied by Artist.

XIII. Authorized Uses

Artist hereby grants as part of the exclusive license OCP the right to use any and all of Artist’s copyrighted images supplied to OCP for any purpose reasonably associated to the daily business practices of OCP. Any other use by OCP requires the express written consent of Artist, which consent shall not be unreasonably withheld.

XIV. Post-Revocation/Termination Sell-off

Due to the nature of OCP’s business and the cost involved in developing and manufacturing its Product Line, upon notice of termination or revocation by Artist of either the Agreement or any exclusive license OCP has the right to completely sell-off all inventory of OCP products containing images supplied by the Artist and that termination or revocation of either the Agreement or exclusive license by Artist does not cut off OCP’s right to sell off all remaining inventory of any kind pertaining to said Artist even if that period is beyond the sixty (60) day notice period for termination of the Agreement or revocation of the exclusive license. OCP must cease all production of any of its product line with respect to any terminated Agreement or revoked exclusive license within ten (10) business days of receiving written notice of said termination of the Agreement or revocation of the exclusive license.

XV. Consideration from OCP to Artist

In consideration of Artist granting OCP an exclusive license to Artist’s Work(s) OCP will do the following:

Pay Artist a royalty of five percent (5%) of net sales,

Provide a Portfolio Gallery on the OCP website, including hosting services, which includes the Artist’s biographical statement and portrait and up to twenty (20) images of Artists’ choice,

Provide regular search engine submissions for the Artist’s gallery Page,

Offer the Artist the opportunity to become an OCP sales associate,

Grant Artist wholesale prices on all OCP Product Lines; however, to participate, Artist must possess a valid resale license,

Print and include an Artist’s Certificate with Artist contact information with each matted print that is sold,

Facilitate direct contact for the Artist with customers for sale of commissioned artwork and Artist artwork that is not part of the OCP Product Line and ,

Provide Artist with periodic exhibit/gallery opportunities.

XVI. Non-competition

Artist agrees that as part of the exclusive license being granted to OCP Artist will not himself/herself intentionally or negligently compete directly or indirectly or permit a third party to compete directly or indirectly in any way, shape or form with OCP’s reasonable commercial uses of Artist’s Work(s) and that Artist will indemnify OCP for any loss of income as a result of such competition by himself/herself or a third party.

XVII. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

XVIII. Complete Agreement

This document represents the entirety of the agreement and it cannot be supplemented, altered, changed or amended in any way, shape or form without the express written consent of both parties hereto.

XIX. Waiver - Amendment – Modification

No term or provision hereof will be considered waived by a party, and no breach excused by a party, unless such waiver or consent is in writing and signed by such applicable party. The waiver by any party of, or consent by any party to, a breach, of any provision of this Agreement by another party shall not operate or be construed as a waiver of, consent to, or excuse of any other or subsequent breach by a party. This Agreement may be amended or modified only by mutual Agreement of authorized representatives of the parties in writing.

XX. Remedies for Breach

If either party to this Agreement breaches a material provision of this Agreement and as a result of said material breach damages are incurred by the non-breaching party, the non-breaching party will have the right to avail itself of all remedies available under the applicable law including injunctive relief and punitive damages.

XXI. No Assignment

Participant shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of Oak Creek Printworks.

XXII. General

If any provision of this Agreement is held by a court of law to be illegal, invalid or unenforceable, (i) that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and (ii) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. This Agreement will be governed by the laws of the State of California, without reference to its conflict of laws principles. This Agreement constitutes the entire Agreement with respect to the Confidential Information and supersedes all prior or contemporaneous oral or written agreements concerning such Confidential Information.

XXIII. Terms

Agreement: The Exclusive License Agreement.

Artist: The Artist executing the Agreement.

OCP: Oak Creek Printworks.

OCP Product Line: All products sold or which may be sold in the future by OCP in the regular course of business.

Portfolio Gallery: A part of OCP’s website where visitors can view up to twenty (20) exclusive and non-exclusive Works of the Artist.

Work(s): A single or several artistic images conveyed by Artist to OCP for which Artist represents to he his/her original work and for which copyright Artist has complete and rightful ownership of the copyright(s).

Artist Signature: A mark on all of Artist’s Works that identify him/her as the author, originator and copyright owner of said Work.

Rejected Work: After one year from the date of submission any Work submitted by Artist and not accepted by OCP for use in its product line.

Option: OCP has one year from the date of a submitted Work to make a decision to accept or reject an Artist’s Work for use in any of its product lines.

Name of Artist

Date: ________________ By _______________________________________
(Name)
(Address)

NANCY HABERMAN

Date: ________________ By _______________________________________
Nancy Haberman, Official Representative of Oak Creek Printworks®™
a Subsidiary of Oak Creek Marketplace, Inc.
2961 E. Barnes Street
Simi Valley, CA 93065