This Image Use and Non-Compete Agreement ("Agreement") is made and entered into on this by and between:
1. Licensor: [CHAT WITH SANTA LLC], with a principal place of business at 7075 KINGSPOINTE PARKWAY ORLANDO FLORIDA 32819 ("Licensor"), and
2. Licensee: with a principal place of business at
WHEREAS, Licensor owns and holds the rights to all images and video content, including but not limited to those created by ChatWithSanta.com;
WHEREAS, Licensee desires to use the images and video for certain purposes under the terms outlined in this Agreement; and
WHEREAS, Licensor seeks to restrict Licensee from engaging in any competing activities related to such images and video in accordance with Florida law.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
Licensee acknowledges that the Licensor owns all rights, title, and interest in the following:
All images and video created by ChatWithSanta.com;
Any other image(s) or video(s) provided by the Licensor under this Agreement.
Licensee does not and shall not claim any ownership, rights, or interest in any of these images or video content. All use of such content shall be subject to the provisions of this Agreement, and no modification, alteration, or unauthorized use is permitted without Licensor’s prior written consent.
Licensee agrees that during the term of this Agreement, and for a period of [X months/years] following the termination or expiration of this Agreement, they will not, within the geographical area of [define area, e.g., the state of Florida or specific counties], directly or indirectly:
Engage in or perform any activities that compete with Licensor’s business, specifically including but not limited to the production, creation, or use of any images or video content similar to or derived from images or videos created by ChatWithSanta.com;
Engage in any business or venture related to the commercial use of Santa-related images, videos, or services in direct competition with Licensor’s business;
Assist or support any third parties in activities that would compete with Licensor’s business within the specified geographical region.
Licensee acknowledges that in the course of working with Licensor, they may have access to confidential information, including proprietary images, videos, client lists, marketing strategies, and other sensitive business information. Licensee agrees:
Not to disclose any confidential information to any third party without Licensor’s written consent;
To take reasonable precautions to protect the confidentiality of such information.
This obligation of confidentiality shall continue even after the termination or expiration of this Agreement.
This Agreement shall commence on [Start Date] and continue until [End Date], unless terminated earlier as provided below:
Either party may terminate this Agreement by providing [X days] written notice to the other party.
Upon termination, Licensee agrees to immediately cease all use of any images or videos provided under this Agreement and to return or destroy all copies of such materials in Licensee’s possession, upon request by Licensor.
If Licensee breaches any term of this Agreement, Licensor reserves the right to pursue all available legal remedies, including but not limited to:.
Immediate termination of the Agreement;
Injunctive relief to prevent further unauthorized use or disclosure of Licensor’s images, videos, or confidential information;
Recovery of any monetary damages caused by Licensee’s breach, including reasonable attorneys’ fees and costs.
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in [County], Florida.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be modified only to the extent necessary to make it enforceable.
This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, agreements, or understandings of any kind, whether written or oral, related to the subject matter herein.
No amendments or modifications to this Agreement shall be effective unless made in writing and signed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.