IRREVOCABLE LICENSE AGREEMENT

            This Agreement is by and between the person described in Paragraph A of the Recitals (“Licensor”) and JACQUELINE BUCKINGHAM ANDERSON LLC, an Indiana limited liability company (“JBA”) and CLARIAN HEALTH PARTNERS, INC., an Indiana non-profit corporation (“Clarian”).  JBA and Clarian are hereinafter referred to collectively as “Licensee.”

RECITALS

A.  Licensor is the copyright holder and owner of all proprietary interests in one or more photographs taken by Licensor (the “Photographs”); and

B.  Licensor desires to permit Licensee to use the Photographs in connection with the PHOTOSFORHEALTH project being conducted by Licensee (the “Project”) under the terms and conditions set forth in this Agreement;

AGREEMENT

NOW, THEREFORE, in consideration of mutual promises and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.         Irrevocable License.   Licensor hereby grants to Licensee a non-exclusive, irrevocable license to use the Photographs in connection with the Project, including, without limitation, the right to reproduce, crop, modify, frame and display the Photographs on the walls of the hospitals of Clarian, without any obligation to pay royalties or fees of any type.  This license shall constitute a Creative Commons/ Attribution/Non-Commercial/Derivs License.  Licensor shall remain the sole owner of the Photographs.  Licensee shall have only the rights set forth above, and nothing in this Agreement shall entitle Licensee to make any claim to ownership of the Photographs.  Licensee shall not make any use of the Photographs except in connection with the Project.

2.         Term.   The Term of this Agreement shall be perpetual, and Licensee may utilize the Photographs in connection with the Project for as long as Licensee chooses to do so.

3.         Licensor’s Representations and Warranties. 

(a)   Licensor represents and warrants that Licensor is the sole and exclusive owner of the copyright in the Photographs, and owns all right, title and interest in the Photographs.

(b)   Licensor represents and warrants that Licensor has the legal authority to grant this license to Licensee, and that no other person or entity is required to give its consent for the license granted hereunder.

(c)   Licensor agrees to defend, indemnity and hold harmless Licensee with respect to any claims, suits, damages, actions, liabilities, or costs or expenses (including reasonable attorneys’ fees and litigation expenses) arising out of any breach of Licensor’s representations and warranties set forth above.

4.         Assignment.   Licensee may not assign its rights, duties or obligations under this Agreement without the prior written approval of Licensor, which shall not be unreasonably withheld, conditioned or delayed.  Licensee may, however, assign this Agreement without Licensor’s prior written approval if such transfer is to a purchaser of all or substantially all of Licensee’s assets, or to a purchaser or other transferee of a controlling interest in Licensee, or to any subsidiary, affiliate, or related party of Licensee.  

5.         Headings.  The headings in this Agreement are for convenience only and shall not be deemed to limit the content of or to interpret the meaning of this Agreement.

6.         Acceptance.   It is acknowledged and agreed that this Agreement is a part of the website for the Project (“Website”) and has been signed previously by Licensee.  Licensor agrees to be bound by this Agreement by clicking on the acceptance box set forth on the Website, without having to sign a printed copy of this Agreement.  By doing so, Licensor agrees (a) to be bound by the terms and conditions of this Agreement as fully as if Licensor had executed a printed copy and delivered the same to Licensee,   (b) to be estopped from making any argument or claim that Licensor is not so bound, and (c) to waive any claim or argument under the Indiana Statute of Frauds that this Agreement is not enforceable against Licensor.

7.         Miscellaneous.  This Agreement constitutes the full and complete agreement between the parties, thereby superseding all previous agreements or commitments between the parties, whether oral or written, and the parties further agree that no verbal or other statements, discussions, representations or impressions have been made or relied upon by either party, and that no waiver, alteration or modification of any of the provisions of this Agreement or cancellation or replacement of this Agreement shall be valid and binding unless in writing and signed by all parties and made a part of this Agreement.  Further, the parties agree that the invalidity or unenforceability of any provision(s) hereof shall in no way affect the validity or enforceability of any other provision(s). The terms of this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.  The validity, construction and enforceability of this Agreement shall be governed in all respects under the laws of the state of Indiana. 

IN WITNESS WHEREOF the parties agree to be bound by the terms and conditions of this Agreement.