License agreement for use of plans
This license agreement is entered into between Mechanical Transfer Corp., an Oregon corporation (“MTC”), and the undersigned individual (“Builder”). Builder desires to purchase from MTC a set of construction diagrams and plans for a log house (the “Plans”). For valuable consideration, MTC and Builder agree as follows:
1. Builder represents and warrants that (a) Builder is at least 18 years of age and (b) Builder is a lifetime member of the Log Home Builders Association (the “Association”).
2. Subject to the terms and conditions of this Agreement, including payment of the license fee, MTC hereby grants to Builder, and Builder hereby accepts, a non-exclusive, non-transferable right and license to print, modify and use the Plans to construct one log home for Builder’s personal use.
3. Builder acknowledges that all rights of ownership, title, and interest in the copyrights, Plans and derivatives of the Plans remain with MTC. The parties acknowledge and agree that: (a) any modifications to, or derivative works of, the Plans which incorporate the Plans shall be owned by MTC; and (b) MTC reserves and retains all rights in and to the Plans not expressly granted pursuant to this Agreement. Reproduction, either in whole or in part, including any direct copying and/or preparation of derivative works, for any reason without the prior written permission of MTC is strictly prohibited.
4. In consideration of the license granted by MTC under this Agreement, Builder shall pay MTC a license fee upon execution of this Agreement.
5. Builder agrees that Builder shall not to distribute the Plans, or derivative works, in any form to anyone.
6. Builder agrees that the purchase of the Plans is non-refundable once the Plans have been delivered to Builder via any means whatsoever.
7. Builder understands that the Plans may or may not conform to local building codes in Builder’s jurisdiction and that the Plans may require modification by a competent architect or engineer in order to be accepted for use within Builder’s jurisdiction.
8. Builder agrees that it is Builder’s responsibility:
(a) To assure that the Plans, and the work performed according to the Plans, are in accordance with the latest edition of all applicable national, state and local building codes.
(b) To assure that all manufactured articles, materials, and equipment are applied, installed, connected, erected, used, cleaned, adjusted, operated and conditioned as directed by the manufacturers. Builder shall follow all instructions to sustain and preserve all expressed or implied warranties and guarantees.
(c) To assure that all materials, equipment and components are new and of good quality.
(d) To provide standard construction details and practices which will result in a structurally sound and weatherproof finished product.
9. Builder assumes all risk of loss associated with the use or modification of the Plans. Builder acknowledges and agrees that the Plans should be reviewed by a local architect or engineer before the start of construction, regardless of whether such approval is required by the appropriate governmental agency in Builder’s jurisdiction for the issuance of a building permit.
10. MTC’s liability to Builder for any cause, regardless of the form of legal action, whether in contract or in tort, including without limitation, negligence, shall in no event exceed the total amount paid by Builder to MTC pursuant to this Agreement. Builder hereby agrees to hold harmless, indemnify and defend MTC, the Association and their parents, subsidiaries and affiliated companies, their officers, directors and employees, licensees and agents, from and against any and all claims, damages, liabilities, losses, costs and expenses alleged or actual, which it or they may incur, including reasonable attorneys’ fees, arising in connection with or resulting from (a) Builder’s attempted use of the Plans in any manner and (b) personal injury or damage to tangible personal property caused by the negligence or willful misconduct of Builder. This indemnification shall survive indefinitely.
11. If any part of this Agreement shall be held invalid or unenforceable, this Agreement shall be construed as if it did not contain such portion, and the rights and obligations of the parties shall be construed and enforced accordingly. This Agreement is the complete and exclusive agreement and understanding between the parties concerning the Plans, and supersedes all previous or contemporaneous understandings, negotiations and proposals, whether oral or written. This Agreement shall be governed by and interpreted under the laws of the State of Washington without reference to conflicts of law principles, and the parties consent to jurisdiction by the state and federal courts sitting in King County, Washington. In any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs. This agreement is not valid until signed by an officer of MTC.