Design Licence Terms of Agreement

 

Parties
Designer - (Licensor) The person, company, or group who authored the design.
HME - (Licensee) HME Limited, the company manufacturing and selling the product based on the design. HME is trading as "d-i-ply".
Customer – A third party purchasing the manufactured design from HME.

Background
HME operates a website that enables independent designers to have their furniture designs fabricated and marketed for sale.
HME provides a license fee to the designer for each unit sold to third party customers.

Licence Grant
Designer hereby grants to HME a worldwide non-exclusive license to manufacture and sell furniture made to the design set out in Appendix A or permitted modifications of that design (“the Design”) in return for the compensation described below. Either party may terminate this agreement by giving 14 days written notice.

As the license is non-exclusive the designer can establish other non-exclusive agreements with other manufacturers.

Conditions

  1. Designer warrants that all work submitted is completely original and will not infringe the copyright or other intellectual property rights of any person. Designer accepts full responsibility for any infringement of intellectual property rights relating to the Design and hereby indemnifies HME against any loss or damage suffered by HME as a result of any breach of this warranty.
  2. HME reserves the right to modify, or change the design in order to improve the design for any reason including structural soundness, ease of manufacture, reduction of manufacturing costs and ease of assembly.
  3. Ownership of intellectual property in the Design (prior to any modification required for manufacture) will remain with the Designer, and Designer may license the Design to other parties on a non-exclusive basis. Designer shall not utilize any modified design without permission of HME.
  4. Packaging, marketing materials, manufacturing processes and business processes will remain the property of HME.
  5. HME will review the design for errors and make allowances for fabrication tolerances. 
  6. The Designer will not be held responsible for any manufacturing errors.
  7. HME does not have the right to share, distribute or sell the design to third party manufacturers without consent of the Designer.
  8. Not all designs are suitable for sale for various reasons: style, practicality, cost, originality. Acceptance of the Design is at the discretion of HME.

Compensation
The Designer is entitled to a fixed fee per unit or a portion of the sale price of the product produced from the Design as set out in the Acceptance section of this agreement.

Sales reports will be generated by HME using third party software (shopify.com) to track sales and calculate compensation payments due to Designer. HME will issue these sales reports to the Designer in respect of products made to the Designer’s designs. Compensation will be calculated based on the number of unit sales multiplied by the agreed fee or percentage of sale.

Sales figures are to be calculated on the 15th of each calendar month. Payment is to be issued by the 20th of each month via PayPal service.

The Designer may be entitled to a complete manufactured unit of their work at the cost of HME. This offer may form part of the compensation offer. This offer is limited to Auckland, New Zealand due to shipping costs. A Designer from outside of Auckland may opt to pay for shipping costs. Material used is to be: “Decorative Radiata” (http://www.plytech.co.nz/nz-radiata-decorative) where applicable. Alternate materials may be requested by the Designer at their cost.

HME reserves the right to set the sale price of products made to the Design to the Customer and to modify that price from time to time.

Modification to Standard Terms
This agreement constitutes the entire agreement between the parties. Any modifications to these terms must be made in writing and be signed by both parties.

Governing Law
This agreement and any disputes will be construed in accordance with the laws of New Zealand, and in terms of enforceability this agreement shall be deemed “in writing” and “accepted” by both parties. Any disputes arising out of this agreement not resolved through good faith negotiations within 5 business days shall be referred to and finally resolved by arbitration in New Zealand in accordance with New Zealand law.

Acceptance
I, [HME Representative] (Licensee) of HME Limited accept the above terms of the license agreement to produce the [Descriptive design name] (Including variants) as documented in Appendix A.
For the fee of:

the higher of [fixed fee]NZD per unit, or [variable percentage]% of the sale price (excluding any freight, duties or sales taxes) of each unit sold



_________________________ _________________________
Sign Date

I [Designer] (licensor) accept the above terms of the license agreement and permit the use of the design by the Licensee per the above conditions of this agreement.


_________________________ _________________________
Sign Date

Appendix A - Visual representation of design document
[Pictorial of design]