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State of Vermont



By purchasing any of the pattern graphics packages from Guilty Quilty Studio, you hereby agree to the terms of this Licensing Agreement (the "Agreement").

In the Agreement, the Party who is granting the right to use the licensed property will be referred to as "GUILTY QUILTY STUDIO," and the Party who is receiving the right to use the licensed property will be referred to as "CLIENT." The individuals may be known collectively as the "Parties." All references to the Licensee and Licensor in this Agreement shall include, if relevant, the Parties' parent companies, affiliates, and subsidiaries.

The Parties agree to the following:


1. GUILTY QUILTY STUDIO owns the following property (the "Authored Work"):

2-at-a-time HSTs Quilt Pattern Graphics

8-at-a-time HSTs Quilt Pattern Graphics

4-at-a-time Flying Geese Quilt Pattern Graphics

Quarter-square Triangles Quilt Pattern Graphics

2-at-a-time HRTs Quilt Pattern Graphics

Snowballs Quilt Pattern Graphics

Stitch-and-flip Flying Geese Quit Pattern Graphics

Square-in-a-square Quilt Pattern Graphics

Quarter Circle (Drunkard's Path) Quilt Pattern Graphics

Half Circle Quilt Pattern Graphics

2. In accordance with this Agreement, GUILTY QUILTY STUDIO grants CLIENT a non-exclusive license to use the Authored Work.

3. This License provides the limited right to reproduce and publish the Authored Work only for the agreed upon terms set forth in this Agreement and signed by both Parties. The Authored Work used for any purpose not directly related to these terms must be with the express written permission of the Licensor and may include the payment of additional fees unless otherwise agreed to in writing.

4. Licensee may use the Authored Work only in the following manner unless both Parties agree to otherwise in writing:

Packages may be used to write and illustrate original quilt patterns designed by the client and published under their own brand (no ghostwriting) for unlimited sales and distribution in paper and digital form. Graphics may also be modified, but resale of these graphics, text, or anything derived from them is prohibited.

5. GUILTY QUILTY STUDIO retains title and ownership of the Authored Work.

6. This grant of license applies worldwide.


7. Licensee shall pay to Licensor a royalty which shall be a one-time flat payment of $8-12 (eight to twelve US dollars) paid upfront at the time the Licensor grants the license to the Authored work to the Licensee.


8. The Licensee may freely make modifications to the Authored Work without any prior approval from the Licensor.


9. If the Licensee fails to abide by the obligations of this Agreement, including the obligation to make any royalty payments when due, the Licensor shall have the option to cancel this Agreement by providing 10 days' written notice to the Licensee.

10. The Licensee shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated above and if there are no other defaults during such time period.


11. The term "Confidential Information" refers to any information or materials that are proprietary to the Licensor, whether or not owned or developed by the Licensor, and which the Licensee may obtain through any direct or indirect contact with the Licensor or the Authored Works.

12. Regardless of whether specifically identified as confidential or proprietary, Confidential Information" shall include any information provided by the Licensor concerning the business, technology, and information of the Licensor and any third party with which the Licensor deals, including, without limitation, business records and plans, trade secrets, technical data, product ideas, contracts, financial information, pricing structure, discounts, computer programs and listings, source code, object code, copyrights and intellectual property, inventions, sales leads, strategic alliances, partners, and client lists. The nature of the information and the manner of the disclosure are such that a reasonable person would understand it to be confidential.

13. Confidential Information does not include the following:

a. Matters of public knowledge that result from disclosure by GUILTY QUILTY STUDIO

b. Information rightfully received by CLIENT from a third party without a duty of confidentiality

c. Information independently developed by CLIENT

d. Information disclosed by operation of law

e. Information disclosed by CLIENT with prior written consent from GUILTY QUILTY STUDIO

f. Any other information that both Parties agree in writing is not confidential


14. CLIENT understands and acknowledges that the Confidential Information has been developed or obtained by GUILTY QUILTY STUDIO by the investment of significant time, effort, and expense, and that the Confidential Information is a valuable, special, and unique asset of GUILTY QUILTY STUDIO which provides GUILTY QUILTY STUDIO with a significant competitive advantage, and needs to be protected from improper disclosure.

15. In consideration for the receipt by CLIENT of any Confidential Information, CLIENT agrees as follows:

a. No Disclosure: CLIENT will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of GUILTY QUILTY STUDIO.

b. No Copying or Modifying: CLIENT will not copy or modify any Confidential Information without the prior written consent of GUILTY QUILTY STUDIO.

c. Unauthorized Use: CLIENT shall promptly advise GUILTY QUILTY STUDIO if CLIENT becomes aware of any possible unauthorized disclosure or use of the Confidential Information.

d. Application to Employees: CLIENT shall not disclose any Confidential Information to any employees of CLIENT, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of GUILTY QUILTY STUDIO.


16. Neither Party makes any warranties with respect to the use, sale, or other transfer of the Authored Work by the other Party or by any third-party, and CLIENT accepts the product "AS IS."

17. In no event will GUILTY QUILTY STUDIO be responsible for direct, indirect, special, incidental, or consequential damages that are in any way related to CLIENT's use of the Authored Work.


18. This Agreement shall be binding on any successors of the Parties.

19. Neither Party shall have the right to assign its interests in this Agreement to any other Party, unless the prior written consent of the other Party is obtained.


20. This Agreement may be terminated by either Party by providing 30 days' written notice to the other Party.


21. This Agreement contains the entire Agreement between the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other Agreement, whether oral or written.


22. The parties have attempted to limit the non-compete provision so that it applies only to the extent necessary to protect legitimate business and property interests.

23. If any provisions of this Agreement shall be held to be valid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.

24. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.


25. This Agreement may be modified or amended if and only if the amendment is made in writing and signed by both Parties.


26. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.


27. This Agreement shall be governed by the laws of the State of Washington.

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