Between Sime~Gen Inc., P. O. Box 1244, Murray, KY 42071-0022, U.S.A., simegen@simegen.com, hereafter known as Licensee, and

Name _______________________________________________________________________

Address _____________________________________________________________________

City ___________________________State/Province________ Postal Code _______________

Country _________E-mail __________________________________________________

Telephone __________________________

hereafter known as the Licensor, concerning the graphic entitled __________________, hereafter known as Image, made this _______ day of _________________________, year__________.

1. The Licensor hereby grants to the Licensee a license to use the Image as an electronic greeting card on the World Wide Web domain known as simegen.com, for a term of two years commencing ________________________________, year__________, in accordance with the terms and conditions of this Agreement.

2. The Licensor agrees not to license the Image to any other postcard or greeting card site on the World Wide Web so long as this agreement is in effect.

3. Licensor warrants that the Image is his/her property, and that s/he has the right to license it to Licensee.

4. Licensor shall retain all copyrights in and to the Image. Licensee shall identify the Licensor as the artist on the Licensed Products and shall reproduce thereon the following copyright notice:

© __________________________________________________

5. Licensee shall display with the Image professional contact information of Licensor. This may be Licensor's address and/or telephone number, e-mail address, and/or URL, or the address and/or telephone number, e-mail address, and/or URL of Licensor's agent.

6. Within fourteen (14) days of the date of this Agreement, Licensor shall deliver the Image to Licensee in electronic format suitable for display on the World Wide Web.

7. Within thirty (30) days of receipt of the Image in appropriate electronic format, Licensee shall place the Image on display as an electronic greeting card.

8. Licensee shall use its best efforts to promote and distribute the Licensed Product, and said Product shall be of the highest quality.

9. Licensee shall provide to Licensor a noncommercial website on simegen.com, where Licensor may display other examples of his/her art, as well as contact information. Display of Licensor's work with appropriate information for potential customers or clients to contact Licensor, and the website where Licensor may display his/her art, shall be Licensor's sole and complete compensation for use of the Image as an electronic greeting card.

10. All rights not specifically transferred by this Agreement are reserved to the Licensor.

11. Nothing herein shall be construed to constitute the parties hereto joint venturers, nor shall any similar relationship be deemed to exist between them. This Agreement shall not be assigned in whole or in part without the prior written consent of the Licensor.

12. Licensor shall have the right to terminate this Agreement upon sixty (60) days' written notice, at which time all rights in the Image revert to Licensor.

13. Licensee shall have the right to terminate this Agreement upon sixty (60) days' written notice, at which time all rights in the Image revert to Licensor.

14. Should the Image not be displayed on the greeting card site on simegen.com for a period of sixty (60) days, for any reason other than its being removed because of a dispute by a third party concerning Licensor's right to license it, this Agreement will become null and void and all rights in the Image revert to Licensor.

15. In the event of legal action by a third party disputing Licensor's rights in the Image, Licensee reserves the right to remove the Image from display until such dispute is resolved. If the dispute is resolved in favor of the Licensor, the Licensee will immediately restore the Image to display. If the dispute is resolved against the Licensor, Licensee's sole responsibility shall be to cease display of the Image.

16. Licensor understands that by the very nature of a postcard site, the Image will be reproduced and electronically transmitted to an undetermined number of people, and neither the Licensor nor the Licensee can control the use of said Image other than the way it is displayed on simegen.com. Therefore, Licensee is held blameless for any use of the Image other than its display on simegen.com.

Signed

_________________________________ ________________________________

Licensor                                                              Licensee, for Sime~Gen Inc.

_________________________________ ________________________________

Witness                                                              Witness

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