Legal Question in Business Law in Florida

I need to know if this is a binding agreement. This was created and is in place in a virtual world. Is it legally binding?

Beyond Erotica Product and Service License Agreement

1. Parties:

This Agreement is between Club Indica, DJ Cottonmouth, DJ Buffy,

its subsidiaries and related entities, a Second Life company with its principal place of business at

http://maps.secondlife.com/secondlife/Vice%20Identity/20/38/1002, ("Indica"),

Cottonmouth Perian and Buffy Rhapsody et al, individual avs residing in Second Life, ("DJs"),

and Beyond Erotica, a Second Life partnership with its principal place of business at

http://maps.secondlife.com/secondlife/Good%20Day%20Sunshine/179/189/23,

and/or its agents and assigns, including any subsidiary ("BE").

2. Term:

This Agreement shall take effect Sunday, April 10th, 2011 and remain in effect

through April 10th, 2014. At the sole option of BE this Agreement may be

extended for two additional 3-year periods upon 30 days written notice and mutually

agreed to by all parties. This Agreement may be further extended and amended

upon mutual agreement between the parties.

3. Agreement:

BE hereby agrees to license from Indica and DJs rights in the

Indica/DJs IP, which Indica or DJs either owns or controls, for the purpose

of producing and marketing items in Second Life as listed categorically on the website,

including but not limited to: apparel, skins, shapes, furniture, buildings, events, magazines,

websites, technology, audio and visual components and services, documents and writings

related to the Indica/DJs IP. This license shall be an exclusive in-world and Internet license.

4. Earned Royalties:

BE shall pay to Indica, or its/their agent as requested by

DJs in writing, a royalty of twenty percent (20%) of all gross sales for

Products licensed hereunder. No royalty shall be payable on copies furnished

gratis to Indica or DJs or for review, returned products, destroyed

products, products given away free for publicity, promotional purposes,

or to introduce additional sales. Royalties shall be paid monthly according

to BE Accounting Department's standard payment schedule.

5. Contract Employment

BE shall furnish a General Manager or one equivalent thereof, for the express purpose

of developing and maintaining the business for Indica. Indica shall supply the requisite

materials and responsibilities to BE and shall consult with BE on the individual

who would fulfill this responsibility at Indica. It is understood this arrangement will

mutually benefit both entities and is part of the terms set forth

in this agreement. If for some reason the arrangement cannot be utilized, it will not deem

this agreement null and void unless it is in reference to any other contractual issue

that cannot be amicably negotiated as settlement to cease enforcement of the agreement.

6. Marketing and Promotion:

BE shall have the right to develop, promote and communicate the Products as it deems appropriate.

BE shall receive one mall space set at at least 100 prim or the highest equivalency as part of its effort to conduct promotions.

In return the royalty is adjusted for any sales from that space as 60% BE and 40% Indica - and will be paid according

to the royalty clause in section four.

7. Author's Warranty:

Indica and DJs each represent and warrant to BE that the work is

original and that DJs is the sole author and proprietor thereof, and has

full power to enter into this Agreement, Indica and DJs agree to

indemnify and hold harmless BE against any damage or judgment, including

court costs and attorneys' fees, which may be sustained or recovered against

BE by reason of the publication, marketing,or sale of any of the Products

subject to this Agreement or arising from anything contained therein.

Indica and DJs also agree to reimburse BE for all expenses, including

court costs, attorneys' fees, and amounts paid in settlement, sustained by

BE in resisting any claim, demand, suit, action or proceeding asserted or

instituted against BE as a result of the sale of any Product or by reason

of anything contained therein.

8. Rights to Use Likeness:

Indica and DJs hereby consent to the use of Indica's and/or

DJs's name, likeness, identity, collateral material, trademarks and trade symbols, for the

purposes of fulfilling this Agreement and in connection with the promotion,

advertising, distribution, financing, marketing and production of the

Products or derivatives therefrom, and for general organizational promotional

purposes. DJs agrees to participate in the production of video recordings

and/or audio recordings at the request of BE, consents to the use and

reproduction by BE of such audio and video and reproduction by BE of such video and

audio recordings. DJs releases BE from any and all liabilities

arising from the use of Indica and DJs's image.

9. Examination of Books:

BE shall make available to Indica and/or DJs, within 7 days

written notice, at its headquarters, the financial books related to payment

of royalties hereunder.

10. Copyright and Trademark:

BE will, in all published versions of the Products, place an IP, Trademark and/or Copyright Notice

in a form and place that complies with the requirement of the Terms of Service

in Second Life, the state of Indica's choice Trademark law, and United States Trademark and Copyright law,

showing that the owner of the copyright rights in

and to the Products is DJs or Indica and that said rights have been licensed to

BE and/or its publishing subsidiary. Such notice shall not be construed as

in any way affecting or diminishing any of the rights granted to BE under

this Agreement. DJs or Indica shall execute and deliver to BE and documents

necessary or desirable to evidence or effectuate the rights granted to BE under this Agreement.

The "copyright or trademark laws" shall be construed to be those now or hereafter in force in Second Life

Terms of Service or its related documents, the state of Indica's choice, and the United States. DJs agrees to register

and maintain said copyright and trademark with the appropriate authorities in accordance with directions provided by BE.

11. Derivative Work:

BE reserves the exclusive right to sell products and and create Product derivatives and

audio and/or video derivations of any written publications licensed herein.

The same terms and conditions as set forth herein shall apply to each such Product,

audio and video derivations of the Service. BE shall have exclusive rights to

create derivative works for promotional purposes. BE shall have sole copyright for any such derivative

works created by BE. Indica and DJs acknowledge that BE is in the

marketing consulting business and will continue to market products similar to those licensed herein.

12. Promotional Materials:

BE shall own any and all promotional materials created by BE to sell the

Products including titles, packaging design,and marketing materials. Upon

termination of the Agreement, all rights of ownership of said promotional

materials shall remain with BE. All copyrighted materials owned by Indica

or DJs included in the Products shall remain the property of Indica or DJs.

13. Infringement of Copyright:

If during the existence of this Agreement the copyright shall be infringed or

a claim for unfair competition shall arise from the unauthorized use of the

Products or any part thereof, but not limited to, the format thereof of the

characters or situations contained herein, and if the parties proceed

jointly, the expenses and recoveries, if any, shall be shares equally, and if

they do not proceed jointly, either party shall have the right to prosecute

such action, and such party shall bear the expenses thereof, and any

recoveries shall belong to such party. If such party shall not hold the

record title of the copyright, the other party hereby consents that the

action be brought in its or his name. BE shall not be liable to Indica

or DJs for failure to take such legal steps.

14. Disputes:

Any dispute between the parties arising out of this Agreement which cannot be

amicably settled shall be referred to arbitration upon written notice by

either party to the other. The arbitration shall be governed by the Terms of

Service in Second Life, the laws of the State of California and the laws of the United States.

Said arbitration is to be held in California or the home of Second Life and Linden Research Inc.

Any award rendered in arbitration shall be binding and conclusive

upon the parties and shall not be subject to appeals or retrying by the court.

15. ATTORNEY FEES:

In the event this Agreement is placed in the hands of an attorney due to a

default in the payment or performance of any of its terms, the defaulting

party shall pay, immediately upon demand, the other party's reasonable

attorney fees, collection costs, costs of either litigation, mediation, or

arbitration (whichever is appropriate), whether or not a suit or action is

filed, and any other fees or expenses reasonably incurred by the

none-defaulting party.

16. JURISDICTION:

This Agreement shall be governed by the Terms of Service in Second Life and the laws of California and the United States.

17. FINAL AGREEMENT:

This Agreement is the entire, final and complete agreement of the parties and

supersedes all written and oral agreements heretofore made or existing by and

between the parties or their representatives.

IN WITNESS WHEREOF the parties hereto have executed and duly witnessed this

Agreement as of the day and year written below.

Indica, DJs, AND ALL SUBSIDIARIES AND RELATED COMPANIES/INDIVIDUALS

---------------------------------

DJs Cottonmouth Perian, Owner

DJs Buffy Rhapsody, Owner

Dated: April 10th, 2011

Cottonmouth Perian DJs, INDIVIDUALLY

Buffy Rhapsody DJs, INDIVIDUALLY

Dated: April 10th, 2011

BEYOND EROTICA

----------------------------------

Zy Corpur, Erotica Marketer

Mikka Brock (pardoe123), Erotica Developer

McKaylie Piers (Kaylie), Erotica Coordinator

Dated: April 10th, 2011

Zy Corpur Zy, INDIVIDUALLY

Mikka Brock Mikka, INDIVIDUALLY

Mckaylie Piers Kaylie, INDIVIDUALLY

Dated: April 10th, 2011

1 Answer from Attorneys

Related Questions & Answers

More Business Law questions and answers in Florida

Looking for something else?