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License Transfer Agreement

License Transfer Agreement - Draft Requests

Was standing: April 01, 2023

The License Transfer Agreement (“Agreement”) sets forth the legally binding obligations between the Architect and the Builder with respect to the sale of one or more designs sold on this Platform, unless the Builder and the Architect have otherwise agreed in writing.

By submitting the final designs and sending an invoice, the architect accepts this agreement and represents that he is entitled and authorized to enter into this agreement. By accepting the final designs and paying for the design service, the builder accepts this agreement and affirms that he is entitled and authorized to enter into this agreement.

1. Overview. Odepla UG (haftungsbeschränkt) (“Odepla”) provides an online platform according to the “Terms of Use” that connects builders wishing to purchase a design with architects wishing to supply a design, eg via design requests. The Agreement comes into effect on the date of payment for the Design Service by the Developer via this Platform, as can be seen in Odepla's system (“Effective Date”). This Agreement applies to any Design Deliverable sold through this Platform after the Effective Date. Odepla is not a party to this Agreement. The meaning of terms not defined in this Agreement is provided in the Terms of Use.

2. delivery and payment. The architect delivers the sold design service to the builder in accordance with the specifications of the terms of use. The client pays the costs for the design work sold in accordance with the specifications of the terms of use. The purchase price for the sold design service is determined in competitions via the prize money and in the case of design requests via the offer on which an agreement has been reached.

3. Overview. After approval by the client of the design work sold and receipt of payment by the architect in accordance with the terms of use, the architect hereby irrevocably assigns to the client all worldwide rights, title and interest in the design work sold as well as all industrial property rights and copyrights, including the right of reproduction, the right to edit, the right of distribution and the right of public performance and communication. The builder accepts the transfer. Architect does not have the right to use the design work sold for his own purposes or to sell or license it to any other person. The previous transfer remains in effect for the entire duration of the protection period.

The Architect will, at the first request of the Client, comply with all formal requirements necessary to carry out the transfer.

The builder receives from the architect the geographically unrestricted rights described below both to the content and to the form of the sold design work in all physical, analogue and digital formats in accordance with the agreement for all business, advertising, professional and commercial activities of the builder, i.e. unrestricted, free use. The usage rights include, but are not limited to, the authorization to reproduce, distribute, rent, loan, archive, modify, broadcast and film the sold design work or use it through public media and through data storage devices, whether those devices for intended for transmission, broadcast or storage.

Without restricting the previous transfer, the architect transfers the following rights to the sold design service to the client in particular:

  • Reproduction rights: The client is authorized to reproduce the design work sold in whole or in part, without limitation in number, by any means and in any media – including paper (e.g. newspapers, magazines, offprints and any other print collection), magnetic, optical, digital, electronic Fix, scan, copy and print media, telemarketing, film, videocassettes, digital optical disks (e.g. CD_ROM, CDs, DVD-ROM) or other known or unknown, present or future media.
  • Editing rights: The builder is authorized to change, adapt, adapt, design, cut, edit and modify the sold design service in whole or in part, in particular to adapt text work, technical or special details.
  • Performance Rights: the right to broadcast the Design Work sold, free or for a fee, privately or publicly, regardless of the method or format of storage, by any means, present or future, known and unknown at this time, including cable and satellite telecommunications, terrestrial, optical and wired ways of communication to be presented, published, performed, distributed or disseminated to the public in any form, via networks, informational, electronic communications, audio-visual methods (including digital television, and/or interactive cable television). This permission also covers the possibility of collecting all or part of the design service sold, digitally or analogously, storing it in a database and making it accessible to its users in both digital and analogous format (concerning data transmission), with or without partial storage and data recording. This access to the Sold Design Service is anywhere, anytime and from any device, and provides the ability to store and/or share it for use, including for interactive uses. The builder is authorized to store, replicate and make available to third parties all or part of the design work sold and to mount it together with other media materials in any desired storage device. Third parties, including end users, may have access to download, share and print the Sold Design Deliverables.

4. Representations, Warranties, Indemnities. Architect represents that (a) it has all necessary rights (including necessary third party license rights) to grant the foregoing transfer and (b) to the extent not notified by Architect when the Design Deliverable was originally posted on the Platform, Architect represents that the design service sold is free of industrial property rights and copyrights of third parties and does not infringe any third-party rights. The Architect shall indemnify and hold the Client harmless from and against any and all claims, suits, lawsuits, costs, expenses, damages, losses and liabilities based on claims of infringement or infringement of the industrial property rights or copyrights of third parties through the design work sold.

5. Odepla. Each party agrees that Odepla and its third-party providers are intended third-party beneficiaries of this Agreement. Each party hereby indemnifies and holds harmless Odepla and its third party service providers from and against any and all claims, suits, suits, costs, expenses, damages, losses and liabilities arising from the parties' culpable breach of this Agreement.

6. Completeness of the Agreement. This Agreement constitutes the entire agreement between the Architect and the Client with respect to the sale of the Design Deliverable concerned. The failure of either party to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. The clause headings of this Agreement are for convenience only and shall have no legal or contractual effect. The term “including” means “including without limitation”. If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and effectiveness of the other provisions of this Agreement will remain unaffected and the invalid or unenforceable provision will only be modified to the extent required by law. The relationship of one party to the other is that of an independent contractor and neither party is an agent or affiliate of the other party. This Agreement and the rights and obligations hereunder may not be assigned, sub-contracted, delegated or otherwise transferred by either party without the prior written consent of the other party. Any attempted assignment, transfer, delegation or transfer in violation of the foregoing will be void. The terms of this agreement are binding on the signatories.

As the interactions between Architects and Clients are principally direct between them and Odepla accepts no responsibility or liability in relation to these interactions - the Architect and Client are free to make any other written agreement regarding the design work sold. That other agreement takes precedence over this Agreement (but not over Section 5 of this Agreement, which takes precedence over any other agreement).

License Transfer Agreement – Contests

Was standing: October 01, 2022

The License Transfer Agreement (“Agreement”) sets forth the legally binding obligations between the Architect and the Builder with respect to the sale of one or more designs sold on this Platform, unless the Builder and the Architect have otherwise agreed in writing.

By submitting the final designs and sending an invoice, the architect accepts this agreement and represents that he is entitled and authorized to enter into this agreement. By accepting the final designs and paying for the design service, the builder accepts this agreement and affirms that he is entitled and authorized to enter into this agreement.

1. Overview. Odepla UG (haftungsbeschränkt) (“Odepla”) provides an online platform according to the “Terms of Use” that connects builders wishing to purchase a design with architects wishing to deliver a design, eg through competitions. The Agreement comes into effect on the day the Client pays the prize money for the design work created within the framework of a competition via this platform, as can be seen in Odepla's system (“Effective Date”). This Agreement applies to any Design Deliverable sold through this Platform after the Effective Date. Odepla is not a party to this Agreement. The meaning of terms not defined in this Agreement is provided in the Terms of Use.

2. delivery and payment. The architect delivers the sold design service to the builder in accordance with the specifications of the terms of use. The client pays the costs for the design work sold in accordance with the specifications of the terms of use. The purchase price for the sold design service is determined in competitions via the prize money and in the case of design requests via the offer on which an agreement has been reached.

3. Overview. After approval by the client of the design work sold and receipt of payment by the architect in accordance with the terms of use, the architect hereby irrevocably assigns to the client all worldwide rights, title and interest in the design work sold as well as all industrial property rights and copyrights, including the right of reproduction, the right to edit, the right of distribution and the right of public performance and communication. The builder accepts the transfer. Architect does not have the right to use the design work sold for his own purposes or to sell or license it to any other person. The previous transfer remains in effect for the entire duration of the protection period.

The Architect will, at the first request of the Client, comply with all formal requirements necessary to carry out the transfer.

The builder receives from the architect the geographically unrestricted rights described below both to the content and to the form of the sold design work in all physical, analogue and digital formats in accordance with the agreement for all business, advertising, professional and commercial activities of the builder, i.e. unrestricted, free use. The usage rights include, but are not limited to, the authorization to reproduce, distribute, rent, loan, archive, modify, broadcast and film the sold design work or use it through public media and through data storage devices, whether those devices for intended for transmission, broadcast or storage.

Without restricting the previous transfer, the architect transfers the following rights to the sold design service to the client in particular:

  • Reproduction rights: The client is authorized to reproduce the design work sold in whole or in part, without limitation in number, by any means and in any media – including paper (e.g. newspapers, magazines, offprints and any other print collection), magnetic, optical, digital, electronic Fix, scan, copy and print media, telemarketing, film, videocassettes, digital optical disks (e.g. CD_ROM, CDs, DVD-ROM) or other known or unknown, present or future media.
  • Editing rights: The builder is authorized to change, adapt, adapt, design, cut, edit and modify the sold design service in whole or in part, in particular to adapt text work, technical or special details.
  • Performance Rights: the right to broadcast the Design Work sold, free or for a fee, privately or publicly, regardless of the method or format of storage, by any means, present or future, known and unknown at this time, including cable and satellite telecommunications, terrestrial, optical and wired ways of communication to be presented, published, performed, distributed or disseminated to the public in any form, via networks, informational, electronic communications, audio-visual methods (including digital television, and/or interactive cable television). This permission also covers the possibility of collecting all or part of the design service sold, digitally or analogously, storing it in a database and making it accessible to its users in both digital and analogous format (concerning data transmission), with or without partial storage and data recording. This access to the Sold Design Service is anywhere, anytime and from any device, and provides the ability to store and/or share it for use, including for interactive uses. The builder is authorized to store, replicate and make available to third parties all or part of the design work sold and to mount it together with other media materials in any desired storage device. Third parties, including end users, may have access to download, share and print the Sold Design Deliverables.

4. Representations, Warranties, Indemnities. Architect represents that (a) it has all necessary rights (including necessary third party license rights) to grant the foregoing transfer and (b) to the extent not notified by Architect when the Design Deliverable was originally posted on the Platform, Architect represents that the design service sold is free of industrial property rights and copyrights of third parties and does not infringe any third-party rights. The Architect shall indemnify and hold the Client harmless from and against any and all claims, suits, lawsuits, costs, expenses, damages, losses and liabilities based on claims of infringement or infringement of the industrial property rights or copyrights of third parties through the design work sold.

5. Odepla. Each party agrees that Odepla and its third-party providers are intended third-party beneficiaries of this Agreement. Each party hereby indemnifies and holds harmless Odepla and its third party service providers from and against any and all claims, suits, suits, costs, expenses, damages, losses and liabilities arising from the parties' culpable breach of this Agreement.

6. Completeness of the Agreement. This Agreement constitutes the entire agreement between the Architect and the Client with respect to the sale of the Design Deliverable concerned. The failure of either party to exercise or enforce any right or provision shall not constitute a waiver of such right or provision. The clause headings of this Agreement are for convenience only and shall have no legal or contractual effect. The term “including” means “including without limitation”. If any provision of this Agreement is held invalid or unenforceable for any reason, the validity and effectiveness of the other provisions of this Agreement will remain unaffected and the invalid or unenforceable provision will only be modified to the extent required by law. The relationship of one party to the other is that of an independent contractor and neither party is an agent or affiliate of the other party. This Agreement and the rights and obligations hereunder may not be assigned, sub-contracted, delegated or otherwise transferred by either party without the prior written consent of the other party. Any attempted assignment, transfer, delegation or transfer in violation of the foregoing will be void. The terms of this agreement are binding on the signatories.

As the interactions between Architects and Clients are principally direct between them and Odepla accepts no responsibility or liability in relation to these interactions - the Architect and Client are free to make any other written agreement regarding the design work sold. That other agreement takes precedence over this Agreement (but not over Section 5 of this Agreement, which takes precedence over any other agreement).