LICENSE AGREEMENT FOR THE USE OF COPYRIGHTED MATERIAL

Date: [//]
Contract No: []

Parties
(1) Licensor: [Trade name/Name-Surname], [MERSİS/TCKN], [address], [email], [phone]
(2) Licensee: [Trade name/Name-Surname], [MERSİS/TCKN], [address], [email], [phone]

The parties have entered into this License Agreement (“Agreement”) under the following terms and conditions.

1. Definitions

1.1. Copyrighted Material (or “Material”): [Title/short description of the work; e.g., “Photograph by X”, “Musical work by Y”, “Graphic design by Z”].
1.2. Media(s): [TV, OTT, social media, website, outdoor, print media, in-event display, etc.]
1.3. Region: [Turkey / EMEA / Worldwide – specify “World” if preferred].
1.4. Duration: [//] start – [//] end (specify as [month/year]).
1.5. License Type: [Simple (non-exclusive) / Exclusive license].
1.6. Derivative/Modification: Refers to modifications to the Material such as adaptation, cutting, montage, subtitling, dubbing, color/typesetting/format changes.

2. Subject and Scope

2.1. The Licensor hereby licenses the Licensee, without transferring the right to use the financial rights under Articles 21 (adaptation), 22 (reproduction), 23 (distribution), 24 (representation), and 25 (public transmission by means of devices for the transmission of signs/sounds/images) of the Law on Intellectual and Artistic Works (FSEK ), within the limits specified in Article 3. 2.2. The license is explicitly defined in this Agreement in terms of Duration , Region , Medium , and Method of Use and is in writing as required by Article 52 of the FSEK. It does not create any right of use outside these limits.

3. Type, Limitations, and Sublicenses

3.1. [Option A – Simple License]: The license is not exclusive; the Licensor may grant the same rights to third parties.
3.2. [Option B – Exclusive License]: The license is exclusive; the Licensor may not license the Material to third parties within the same scope for the duration and region.
3.3. Sublicans: [Permitted/not permitted]. If permitted, scope: [campaign agencies, media buying companies, affiliates, etc.], however, the Licensee is responsible for the actions of those to whom sublicenses are granted.
3.4. The license is valid only for the following Uses : [e.g., use in TV commercials, visual use on corporate websites, social media sponsored posts, event presentations, printed catalogs, etc. Please specify in detail].

4. Region, Duration and Broadcast Schedule

4.1. Region: [].
4.2. Duration: []. Renewal: [Possible/not possible with the written agreement of the parties and at a new price].
4.3. Publication Plan/Reporting: The Licensee shall report [monthly/quarterly] the channels, dates and quantities of actual use of the Material.

5. Price and Payment

5.1. The total license fee is [_____ TL + VAT] . 5.2. Payment must be made via [EFT/wire transfer] within [__] days from the invoice date. [Advance interest / Commercial interest according to the Turkish Commercial Code] will be applied in case of delay. 5.3. Stamp duty and legal deductions are covered by the parties in proportion to [____] according to the legislation ([generally split equally/the paying party can be specified]).

6. Moral Rights and Attribution

6.1. Moral rights under Articles 14-17 of the Copyright Law belong to the author. Licenses relate to the right to use financial rights.
6.2. Attribution: [Mandatory/Optional]. If mandatory, the format should be: “[Title of Work] – [Author Name], [Year]” [in the image/subtitle/poster].
6.3. Permission for Derivatives/Modifications: [Granted/Not Granted]. If granted, the limits (e.g., shortening duration, color correction, subtitles/dubbing) must be clearly stated. No changes that would damage the honor and reputation of the work may be made (Article 16 of the Copyright Law).

7. Submission, Technical Requirements, and Rights Clearing

7.1. The Licensor shall deliver the Material in [format/resolution/codec] via [WeTransfer/Drive/link] by [//____] date. 7.2. The Licensor declares and warrants that the Material is free from any infringement claims that may be asserted by third parties and that the necessary written consents have been obtained from the author/co-authors. 7.3. If there are any third-party elements (model, location, trademark, phonogram, visual element, stock asset, etc.), the responsibility for clearing rights and payment rests with: [Licensor/Licensee].

8. Usage Limitations and Prohibitions

8.1. The Material may not be used outside the Region/Time/Platform specified in the Agreement. 8.2. The Material must be used without removing the copyright notice and metadata. 8.3. The Licensee may not use the Material for trademark/registration applications; may not claim an exclusive monopoly based on a specific class of goods/services. 8.4. It may not be used in conjunction with illegal, immoral, or hate speech content.

9. Auditing and Reporting

9.1. The Licensor may audit the Licensee’s records of use of the Material once a year [1] .
9.2. If unauthorized use is detected, the Licensee [2] ; other rights to compensation are reserved.

10. Warranty, Liability and Indemnification

10.1. The parties guarantee the accuracy of their statements under this Agreement. 10.2. Third-party claims: Liability rests with [the party undertaking the claim] depending on the basis of the claim; it shall indemnify the other party, including reasonable attorneys' fees. 10.3. Indirect/consequential damages are excluded; direct damages are limited to [license fee / X times the license fee] in total (excluding intentional gross negligence).

11. Breach and Termination

11.1. If a material breach is not remedied within [10] days of notification, termination for just cause is possible. 11.2. In case of termination, the Licensee shall immediately cease use of the Material; destroy digital copies and submit a written statement. 11.3. Termination does not extinguish any fees accrued up to the date of termination.

12. Force Majeure

12.1. The performance of obligations is suspended due to unforeseen events beyond the control of the parties; if the situation [15] days, the parties negotiate, and [60] days, the right to terminate arises.

13. Privacy and Personal Data

13.1. The parties shall keep commercial and technical information confidential; they shall only share it with those necessary for performance.
13.2. If personal data is processed, compliance with Law No. 6698 and related legislation shall be ensured; the processes of informing and obtaining explicit consent shall be carried out by [the relevant party].

14. Era and Succession

14.1. The Licensee may not assign its rights under this Agreement without the written consent of the Licensor; however, direct/indirect changes of control or intragroup assignments are [free/subject to consent].
14.2. This Agreement shall bind the successors of the parties, both in whole and in part.

15. Notifications

15.1. Notifications shall be made in writing to the addresses and email addresses provided . Notifications sent via email are valid only with [KEP/e-signature/read confirmation].

16. Applicable Law and Competent Court

16.1. This contract is subject to Turkish law . 16.2. The Istanbul (Central) Courts and Enforcement Offices have jurisdiction over disputes. Jurisdiction rules regarding claims arising from the Copyright Law are reserved.

17. Miscellaneous Provisions

17.1. Integrity: This Agreement and its annexes constitute the entire agreement between the parties; it supersedes prior declarations.
17.2. Amendment: Amendments are possible only by written and signed additional protocol.
17.3. Invalidity: The invalidity of any provision shall not affect the other provisions.
17.4. Stamp Duty and Fees: To be paid by [____] in accordance with the legislation.
17.5. Copy: [2] is prepared as original copies.

Attachments:

• Appendix 1: List of materials (title, genre, duration/size, file format)

• Appendix 2: Usage plan and media calendar

• Appendix 3: Price breakdown and payment schedule

• Appendix 4: Citation examples and visual layout diagram (if any)

• Appendix 5: Rights clearance/consent statements (model, location, phonogram, etc.)

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LICENSOR
Title/Name-Surname: __________________
Signature/Stamp: ______________________
Date: ____ / ____ / ______

LICENSE HOLDER
Title/Name-Surname: __________________
Signature/Stamp: ______________________
Date: ____ / ____ / ______