DATED THIS 28TH DAY OF MAY 2018
THE OBJECTS LISTED IN APPENDIX 1
LICENSING AGREEMENT OF EXISTENCE
THIS INTELLECTUAL PROPERTY ASSIGNMENT AND LICENSING AGREEMENT
(the “Agreement”) is made on the 18th day of May 2018.
BY AND BETWEEN:
(1) LI YILEI (“Licensor”);
(2) THE OBJECTS LISTED IN APPENDIX 1 (each a “Licensee” and collectively the “Licensees”),
(each a “Party” and collectively the “Parties”).
At the date of this Agreement, the Licensor has all legal and beneficiary rights, title and interests in and related to her Consciousness (defined below)
(1) The Licensor is an artist seeking to transcend the limits of the preconceived understanding of her existence
(2) Accordingly, the Licensor agrees to grant license to use and otherwise deal with all rights, title and interests in and related to her Consciousness and all Intellectual Property Rights thereof to the Licensees in accordance with this Agreement.
(3) The Parties intend that the grant of Consciousness to the Licensees, and the ability of the Licensor to transcend the limits of her natural life, good and sufficient consideration for the entering into this Agreement.
IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless the context otherwise requires, each of the terms set forth shall have the following meanings:
means this written agreement and the appendices hereto;
means all notions, ideas, thought, opinion, belief, concept, perspective howsoever manifesting, whether ephemeral and corporeal, that collectively make up the Licensor’s conscious being and identity as a sentient being.
means the 28th May 2018;
“Intellectual Property Rights” means patents, trademarks, service marks, registered designs, data base rights, trade or business names, know-how, copyright (including rights in software), design rights, domain name rights and any other intellectual property rights
(including goodwill) and rights of a similar or corresponding nature in any part of the world (in each case whether registered or not and whether capable of registration or not) and including the right to apply for and all applications for any of the foregoing rights and the right to sue
for infringements of any of the foregoing rights;
“Person” means any individual, a corporation, a partnership firm, an association of persons, a trust, or unincorporated organisation, joint stock company or other legal entity that may be treated as a person under applicable law;
2.1 The Licensor hereby grants the Licensees a non-exclusive, non-transferable, non-sub licensable and limited right and licence to use her Consciousness:
(a) for the purpose of continuing the consciousness and attributing omnipresence of and to the Licensor even after the Licensor’s natural life; and
(b) to the exclusion of all other purposes unless otherwise consented by the Licensor in writing.
2.2 Such licence, as set out in Clause 2.1, shall commence on the Effective Date and remain in full force and effect for as long as applicable laws permit from the Effective Date, unless earlier terminated in accordance with this Agreement.
2.3 The Licensee shall on the Effective Date pay a licence fee in kind by way of an undertaking to carry and use the Consciousness, after the Licensor’s death, in ways that the Licensor would as much as possible so as to preserve and otherwise continue the Licensor’s existence in
the most authentic way. The Licensor hereby acknowledges the receipt of such undertaking as full, final and adequate consideration for the purpose of this Agreement.
3. USE AND PROTECTION OF CONSCIOUSNESS
3.1 The Licensor shall not at any time do any act or thing which will in any way impair the rights and licence of the Licensee in and to her Consciousness. The Licensor undertakes not to make any representation or do, or permit to be done, any act which may fetter in any way
whatsoever the Licensee’s right and licence in or use of the Consciousness.
3.2 In the event of:
(a) any failure to pay the license fee when the same shall have become due; or
(b) the Licensor’s, or her estate’s as the case may be, reasonable doubt as to the Licensee’s intention to uphold the undertaking set out in Clause 2.3 at any time,
the Licensor, or her estate as the case may be, reserves the right to revoke the grant of such licence upon written notice to the Licensee and with immediate effect, without any compensation whatsoever to the Licensee. Upon such revocation, the Licensee hereby waives all of the
Licensor’s liability howsoever arising from this Agreement or the licence.
4.1 The Parties agree that the Licensor shall retain the ownership of her Consciousness and all Intellectual Property Rights thereof. For the avoidance of doubt, the Licensor further shall not challenge the use of her Consciousness by the Licensee in accordance with this Agreement.
5. LICENSOR’S REPRESENTATIONS AND WARRANTIES
5.1.1 The Licensor warrants and undertakes to the Licensee that on the date this Agreement was executed:
she is the sole legal and beneficial owner of, and has full title, right and interest in the Intellectual Property Rights of her Consciousness and that her Consciousness is free from all encumbrance;
5.1.2 she has not given any third-party permission to use the whole or any part of her Consciousness or otherwise licensed or assigned any of the rights to her Consciousness, save as provided under this Agreement;
5.1.3 her Consciousness is free from any security interest, option, mortgage, charge or lien or any other encumbrance;
5.1.4 she has not acquiesced in the unauthorised use of her Consciousness;
5.1.5 her Consciousness is valid and subsisting and is not subject to, or likely to be subject to any challenge to validity, removal or surrender;
5.1.6 she is unaware of any infringement or likely infringement of her Consciousness;
5.1.7 no claim has been made by a third party that disputes the right of the Licensor to use the whole or any part of her Consciousness, and she is unaware of any circumstances likely to give rise to a claim;
5.1.8 the exploitation of her Consciousness will not infringe the rights of any third party; and
5.1.9 the execution, delivery and performance by her of this Agreement does not violate any applicable law, undertaking or document which is binding on her.
5.2 The Licensee warrants and undertakes to the Licensor that:
5.2.1 the execution, delivery and performance by it of this Agreement does not violate any applicable law, undertaking or document which is binding on it;
5.3 The covenants contained in this Clause 5 are agreed to be unconditional and in no way dependent upon the performance by either Party of any of its obligations hereunder and shall survive the termination of this Agreement for whatever reason.
6.1 Notwithstanding anything to the contrary in this Agreement, the Parties may terminate the licences granted under this Agreement by mutual written agreement.
6.2 In the event of the termination of this Agreement or licences for whatever reason, the Licensee shall immediately:
(a) cease any and all use of the Consciousness in any way, shape or form, or in connection with any materials or products; and
(b) not thereafter use any imitation, likeness or similar variation of the Consciousness and/or trade name or any part thereof.
7.GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by, and construed in accordance with, the laws of the United Kingdom. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally
resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this Clause 7.
The seat of the arbitration shall be Singapore. The tribunal shall consist of three arbitrators. The language of the arbitration shall be English.
This Agreement constitutes the entire agreement and understanding of the Parties in relation to the subject matter hereof, and supersedes all previous communications, whether oral or written, between the Parties, including any previous agreement or understanding varying or
extending the same, and there are no further or other agreements or understanding, written or oral, in effect between the Parties, with respect to the subject matter hereof.
This Agreement is personal to the Parties and no Party shall not assign or transfer all or any part of its/her benefits, rights or obligations under this Agreement, without the prior written consent of the other Party (which in the case of the Licensor, consent may be withheld at the
Licensor’s absolute discretion or given subject to such conditions as the Licensor deems necessary).
If any provision or part of a provision of this Agreement shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all
of which shall remain in full force and effect.
11.THIRD PARTY RIGHTS
A person who is not a Party to this Agreement shall not be entitled to enforce any term of this Agreement under the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom.
No variations of this Agreement shall be effective unless made in writing signed by duly authorised representatives of the Parties.
No waiver or failure to exercise any option, right or privilege under the terms of this Agreement by either Party on any occasion or occasions shall be construed to be a waiver of the same on any other occasion or of any other option, right or privilege. Failure to enforce any terms/
conditions of this Agreement shall not be deemed as a waiver of these terms/conditions or of the right to subsequently enforce them. No provision of this Agreement and no obligation of either Party under this Agreement may be waived except by an instrument in writing signed by
the Party waiving the provision or obligation.
14.POWER OF ATTORNEY
The Licensees hereby irrevocably appointed the Licensor to be their attorney to execute this Agreement and any other documents required to give effect to the licence and rights contemplated under this Agreement.
This Agreement may be executed in any number of counterparts. Any Party may enter into this Agreement by executing any counterpart but this Agreement shall not be effective until each Party has executed at least one counterpart.
IN WITNESS WHEREOF this Agreement has been executed the day and year first above written.
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for and on behalf of
in the presence of:
for and on behalf of
THE OBJECTS LISTED
IN APPENDIX 1
in the presence of
LIST OF LICENSEES
All phenomena that manifests within the Licensor's perception
Including but not limited to:
Senses (vision, audition, gustation, olfaction, somatosensation, thermoception, proprioception, nociception and mechanoreception)
Memory (episodic, collective and individual, retrospective and prospective)
Material and immaterial objects