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Font Distribution Agreement
Font Distribution Agreement
This Font Distribution Agreement (this “Agreement”) becomes a binding contract between you (“Licensor” or “you”) and
Monotype Imaging Inc., with offices located at 600 Unicorn Park Drive, Woburn, Massachusetts 01801 and its wholly owned
subsidiaries and affiliates (collectively, ”Monotype”) when you click on the area marked “ACCEPT AGREEMENT” or similar
language or you otherwise manifest assent to the terms of this Agreement or, if signatures are attached to this Agreement,
on the date of the last signature (the “Effective Date”).
This Agreement contains capitalized terms that are defined in Section 11. Please refer to those defined terms when reading
this Agreement and be certain that you understand such terms prior to indicating your acceptance of this Agreement.
The purpose of this Agreement is to set forth the terms on which Monotype may distribute certain font software owned by
you. The relationship between you and Monotype will be managed through a Monotype Font Platform account accessible at
fontplatform.monotype.com and ancillary platforms and/or services provided through the foundrysupport.monotype.com
website (your “Account”). In order for Monotype to implement this Agreement, you need to provide to Monotype all of the
foundry information requested in your Account. If you cannot enter the foundry information via your Account, you must
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provide such information to Monotype in a manner mutually agreed upon by you and Monotype.
c) Monotype will make commercially reasonable efforts to make sales reports available to you within your Account in
real-time; however, Monotype will make such sales reports available to you at least within sixty (60) days following
the last day of each March, June, September, and December. The report will indicate, at a minimum, the Licensed
Font Software distributed by Monotype pursuant to this Agreement and the amount of royalties payable to you as a
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result. All royalty payments will be paid to you in the manner set forth in your Account on at least a quarterly basis
(provided minimum payment thresholds have been met).
d) Monotype will permit examination of relevant records (to be limited to once per year and limited to records related
to transactions concluded within the previous 12 months) by an independent certified public accountant reasonably
acceptable to both you and Monotype and whose fee is paid by you under an appropriate Monotype nondisclosure
agreement (which shall not prohibit such accountant from testifying or revealing to you or in legal or arbitration pro-
ceedings only so much of his or her findings as are necessary for a determination of amounts owed, if any, under
this Agreement), at Monotype’s offices and in such a manner as not to interfere with Monotype’s normal business
activities.
e) If any amount otherwise payable to you under this Agreement is subject to tax withholding and/or other tax col-
lected at the source by any taxing authority, such tax shall be deducted and paid by Monotype from the amount
otherwise payable to you. Monotype shall provide you with a copy of the official receipt covering such payment of
tax, if such is available. Monotype shall reasonably cooperate with you in order to obtain the benefit of any applica-
ble tax treaties pertaining to such taxes.
f) Prior to creating any modifications materially impacting the design elements of the Licensed Font Software, Mono-
type shall notify you and provide you the opportunity to perform the required modifications on commercially reason-
able terms.
4. Ownership; Enforcement.
a) You and Monotype agree that you own the Deliverables and all modifications or enhancements thereto made pur-
suant to this Agreement, however, Monotype shall have an exclusive license to any modifications or enhancements
for the term of this Agreement and you shall have no right to use, distribute or sublicense any such modifications or
enhancements to any third party either during or subsequent to the Term of this Agreement.
b) You consent to Monotype undertaking any actions at its own expense, which, Monotype, in its sole discretion,
deems necessary or beneficial for the protection or defense of the intellectual property rights in the Deliverables.
Monotype shall have the right, but not the obligation, to finally settle and resolve any and all claims you may have
against any person or entity using, copying, distributing, or otherwise exploiting the Deliverables or any component
thereof without a license. Concurrently with the execution of this Agreement, you will execute a formal authorization
letter confirming Monotype’s rights under this Agreement as provided in Exhibit A and agree to provide reasonable
assistance to Monotype in furtherance of this Section 4(b) by, e.g., executing an amended authorization letter or
other instrument documenting the rights granted to Monotype pursuant to this Agreement. You agree to not grant
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d) You shall, at your expense and at Monotype’s request, defend Monotype from any claim or action brought by a
third party against Monotype to the extent it is based on an allegation that any part of the Deliverables infringes or
violates any patent, trademark, copyright, trade secret or other proprietary right of a third party or relating to any
claim or action arising out of or connected with this Agreement and shall indemnify and hold Monotype harmless
against all demands, costs and liabilities (including all reasonable attorneys' fees) of any kind whatsoever in rela-
tion to any such claim, action or settlement thereof.
e) You represent and warrant to Monotype that the Licensed Font Software meets and will meet the functionality and
performance standards that are consistent with those of a high-quality font foundry. Within thirty (30) days after
receipt of Notice from Monotype of a reproducible error in any Licensed Font Software, you will provide a correction
or work around to such error. If you believe that a correction or work around is not technically feasible, you shall
immediately provide Notice to Monotype and the Licensed Font Software affected will be deleted from this Agree-
ment, removed from Monotype’s inventory where applicable, and you will reimburse Monotype for all payments
which were paid by Monotype for such Licensed Font Software.
7. Term.
The initial term of this Agreement is three (3) years from the date hereof, unless earlier terminated as provided in this
Agreement. Upon the expiration of the initial term, this Agreement shall be automatically renewed on its anniversary for
additional three (3) year periods unless, more than ninety (90) days before the end of any initial or additional terms, you
or Monotype provides written notice to the other of its intention not to renew the Agreement.
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the extent required for support and maintenance purposes; provided, however, Monotype shall have no right to
sublicense or otherwise distribute the Licensed Font Software or any other rights with respect to such Licensed
Font Software except as specifically set forth in this Section; and
(iv) Notwithstanding anything else contained in this Section to the contrary, Monotype may fulfill its existing obliga-
tions with regard to customers, distributors, OEMs and end users, and Monotype’s customers, distributors,
OEMs and End Users shall be permitted the continued and uninterrupted use of the Deliverables for the bal-
ance of the term of their applicable license agreements, including any renewal, restatement, or expansion
thereof. Further, Monotype shall have the right to fulfil and conclude any and all quotes or customer proposals
that have been issued prior to termination of this Agreement.
9. Notices.
All notices under this Agreement shall be deemed given to Monotype when in writing and (i) mailed certified mail, return
receipt requested (with a copy by first class mail, internationally recognized commercial courier, or facsimile
transmission) addressed as set forth below and/or (ii) via email to notices@monotype.com and
foundrysupport@monotype.com:
Monotype Imaging Inc.
600 Unicorn Park Drive, Woburn, MA 01801 USA
Attn: Chief Executive Officer
Attn: General Counsel
All notices under this Agreement shall be deemed given to Licensor when in writing and either (i) mailed certified mail,
return receipt requested (with a copy by first class mail, internationally recognized commercial courier, or facsimile
transmission) addressed as set in your Account, or (ii) via electronic mail to the address provided in your Account.
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tially all of the typography and/or type design business, or assets used in the business, of Monotype or Licensor, as
the case may be, or in the case of a merger or acquisition of Monotype or Licensor, as the case may be. Notwith-
standing the foregoing, you shall notify Monotype, and provide the material business and commercial terms of such
potential transaction, prior to agreeing to a change in control of your business (including, but not limited to a
change in control of all or substantially all of your typography and/or type design business, or assets used in your
business). Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective affiliates, successors, licensees, assigns, heirs and representatives.
f) Nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise
between the parties. If Monotype discloses a current or prospective customer relationship to you, you agree not to
solicit or attempt to solicit, directly or indirectly, a business relationship with such customer or prospective customer
pertaining to the Licensed Font Software for so long as this Agreement remains in effect and for a period of two
years following termination or expiration of this Agreement. For the avoidance of doubt, all customer identifying
information is Confidential Information as that term is used in the NDA.
g) In furtherance of this Agreement, Monotype may make certain content and training materials available to you to
assist you in maximizing the value of the Licensed Font Software (“Monotype Education Content”). The Monotype
Education Content may include case studies, video content, merchandising tools, help articles, and other content
that may enable you to realize additional value in licensing your IP and ensure the longevity of the independent
foundry and type designer community. Therefore, you agree that, for the term of this Agreement and for two (2)
years after termination or expiration, you will not (i) encourage or solicit any Monotype employee, contractor, or
vendor (collectively “Monotype Personnel”) to terminate its relationship with Monotype for any reason; or (ii) hire,
employ, retain, acquire, contract with, or otherwise engage any Monotype Personnel.
h) Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations here-
under (except for the payment of money) on account of strikes, shortages, riots, insurrection, fires, flood, storm,
explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages or any other
cause which is beyond the reasonable control of such party.
i) The failure of either party to require performance by the other party of any provision hereof shall not constitute a
waiver of the provision itself or the right to require performance thereunder.
j) In the event that any provision of this Agreement shall be unenforceable or invalid, such unenforceability or invalid-
ity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provision shall be
changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within
the limits of applicable law or court decisions.
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credits, returns and replacements, and (b) taxes.
“Publicly Available Software” means each of: (a) any software that contains, or is derived in any manner (in whole or
in part) from, any software that is distributed as free software, open source software (e.g. Linux) or similar licensing or
distribution models; and (b) any software that requires as a condition of use, modification and/or distribution of such
software that such software or other software incorporated into, derived from or distributed with such software (i) be
disclosed or distributed in source code form, (ii) be licensed for the purpose of making derivative works, or (iii) be
redistributable at no charge. Publicly Available Software includes, without limitation, software licensed or distributed
under any of the following licenses or distribution models, or licenses or distribution models similar to any of the
following: (1) GNU’s General Public License (GPL) or Lesser/Library GPL (LGPL); (2) the Artistic License (e.g., PERL);
(3) the Mozilla Public License; (4) the Netscape Public License; (5) the Sun Community Source License (SCSL); (6) the
Sun Industry Source License (SISL); and (7) the Apache Software license.
__________________________________________
Date
Hrz Studio
__________________________________________
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Foundry Name
Bale Busu
__________________________________________
Address
Hrz Studio
RE: AUTHORIZATION TO SETTLE AND RESOLVE CLAIMS – ____________________________________ FONTS
(i) directly or indirectly, through any and all methods and distribution channels (including but not limited to
MyFonts.com and whether such methods and/or distribution channels presently exist or may exist in the future),
reproduce, distribute, perform, and/or display the ____________________________
Hrz Studio font software library pur-
suant to Section 2 of the Agreement, and
As such, this letter, with the executed signatures hereunder, sets forth the authorization and confirmation of such distribution
and enforcement rights of Monotype on behalf of Hrz____________________________.
Studio
The undersigned warrant and represent they have the power and authority to execute this authorization and make the repre-
sentations contained herein.
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Contract #: UFD209698 Confidential Information
MONOTYPE. Hrz Studio
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Contract #: UFD209698 Confidential Information
Exhibit B.
1. Background and Purpose. It is contemplated that each party to this Agreement may disclose Confidential Information
(as defined in Section 3) to the other party. A party disclosing Confidential Information shall be referred to as a “Disclos-
ing Party” and the Party receiving Confidential Information shall be referred to as a “Receiving Party.” The Parties shall
disclose Confidential Information hereunder in order to explore the possibility of a mutually beneficial business transac-
tion (the “Purpose”).
2. Termination; Survival of Confidentiality Obligations. Either party may terminate this Agreement for any reason upon
prior written notice. Upon the expiration or termination of this Agreement, the parties shall cease all use of Confidential
Information and the obligation to return or destroy Confidential Information (see Section 7 below) shall apply immedi-
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ately. The obligations of the parties under this Agreement to maintain the confidentiality of Confidential Information (see
Section 6 below) shall survive the termination of this Agreement, subject to the exclusions set forth in Section 4 below.
3. Confidential Information. Confidential Information shall mean all trade secret, confidential and proprietary information
that is disclosed in written, oral, visual or electronic form and which is designated as such, either orally or in writing, at
the time of disclosure by the Disclosing Party or should reasonably be understood to be confidential because of the na-
ture of the information and the circumstances surrounding the disclosure including, without limitation, inventions, know-
how, patent applications, trade secrets, technical information, methods, processes, computer programs in object code or
source code, engineering design approaches, technical documentation, products, new product features, business and
marketing plans, financial information, business operations, third party relationships including information about a party’s
partners and customers, pricing information, proposed or actual contract pricing, proposed contract terms and conditions
and similar information which is disclosed by a Disclosing Party to a Receiving Party under this Agreement.
4. Exclusions to Confidential Information. Information shall not be considered to be Confidential Information to the ex-
tent such information: (a) has been, is now, or later becomes publicly available through no fault of the Receiving Party;
(b) has been, is now, or later becomes rightfully learned by the Receiving Party or its related companies from a third
party which has received it lawfully and without restrictions on disclosure or use; (c) was known to the Receiving Party or
its related companies prior to the date it received such information from the Disclosing Party and is not subject to other
restrictions on disclosure or use; or (d) has been, is now, or later is developed independently by the Receiving Party or
its related companies, without use of or resort to any Confidential Information. If only a portion of the Confidential Infor-
mation falls under one of the subsections above, then only that portion shall be excluded from the definition of Confiden-
tial Information. If a Receiving Party claims that Confidential Information falls under one of the above subsections, such
Receiving Party has the burden of establishing the fact of such exception by clear and convincing evidence.
5. Use and Copy Restrictions. The Receiving Party agrees that all Confidential Information shall be used solely during
the term of this Agreement for the Purpose and that such party shall not otherwise use, practice, or exploit Confidential
Information of the Disclosing Party. The Receiving Party shall not copy or otherwise duplicate any Confidential Infor-
mation except as is necessary to fulfill the Purpose. All copies shall include the proprietary notices as set forth on the
originals. Except as expressly authorized in this Agreement, the Receiving Party shall not modify, reverse engineer,
decompile or attempt to recreate Confidential Information or attempt to access the source code of any computer pro-
gram which is disclosed as object code.
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Contract #: Confidential Information
UFD209698
6. Confidentiality Obligations. The Receiving Party shall hold all Confidential Information in confidence and shall not dis-
close Confidential Information except to its directors, officers, employees (and, in the case of Monotype, any employees
of any affiliated companies), agents or advisers (including, without limitation, attorneys, accountants, consultants, finan-
cial advisers and, with respect to Monotype, any lenders, equity participants, financing sources or other parties to financ-
ing arrangements, and any representatives of your advisers) (collectively, “Representatives”), who have a need to use
such Confidential Information in order to fulfill the Purpose, and then only to such Representatives who are under written
confidentiality agreements with terms at least as protective as the terms of this Agreement. The Receiving Party shall
not disclose any portion of the Confidential Information to any party other than such Representatives without the prior
written consent of the Disclosing Party, even if such party is under similar restriction of disclosure with the Disclosing
Party. The Receiving Party shall be liable for any breach of this Agreement by its Representatives. A Receiving Party
agrees to protect the confidentiality of Confidential Information by using the same degree of care, but no less than a rea-
sonable degree of care, as it uses to protect its own valuable, confidential information of a like nature.
Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information or the fact that discussions or
negotiations are taking place concerning a possible business transaction to the extent that it is required to be produced
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or disclosed pursuant to applicable laws, regulations or court order, provided the Receiving Party has given the Disclos-
ing Party prior notice of such requirement and the opportunity to defend, limit or protect such production or disclosure.
7. Return or Destruction of Confidential Information. A Receiving Party shall return all Confidential Information and
copies, summaries or other information and materials created using the Confidential Information either upon expiration
or termination of this Agreement or within ten (10) days of the Disclosing Party's written request for such return, which-
ever occurs sooner; provided, however, that a Receiving Party may destroy the original and all copies of Confidential
Information and such other information and materials in lieu of returning it, so long as the Receiving Party sends a writ-
ten certification attesting to such destruction.
8. Ownership. All Confidential Information disclosed under this Agreement, including any copies and derivative works
thereof, shall remain the sole property of the Disclosing Party and the Receiving Party shall have no right, title, or inter-
est in or to Confidential Information except the rights expressly set forth in this Agreement. Nothing contained in this
Agreement shall be construed as granting or conferring upon the Receiving Party any license under patents or copy-
rights of the Disclosing Party, and no such license or other rights shall arise from this Agreement or from any acts, state-
ments or dealings resulting from or related to the execution of this Agreement or performance of the obligations of the
Parties hereunder. Each Party agrees not to use Confidential Information to guide or aid a search and evaluation for pur-
poses of showing Confidential Information provided hereunder is in the public domain. Each Party agrees that it will not
include Confidential Information in any application for patent or utility model or design protection in any country filed by it
or on its behalf.
9. Disclaimer of Warranties. All Confidential Information is supplied “AS IS,” without a warranty of any kind. Neither Party
shall be obliged by this Agreement to disclose any Confidential Information to the other. This Agreement does not obli-
gate either Party to enter into any further agreement with the other. THE PARTIES SPECIFICALLY DISCLAIM ANY
AND ALL EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10. Remedies for Breach. The Parties agree that any breach of this Agreement shall result in an injury to the Disclosing
Party for which an award of money damages would be inadequate. Both Parties agree that in the event of a breach by a
Receiving Party, in addition to any other remedies available in equity or at law, the Disclosing Party has the right to seek
both preliminary and permanent injunctive relief, without the posting of any bond or surety. In any proceeding to enforce
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Contract #: Confidential Information
UFD209698
rights under this Agreement, the prevailing Party shall be awarded its reasonable attorneys’ fees and costs, including the
fees of expert witnesses.
IN WITNESS WHEREOF, the persons signing below warrant that they are duly authorized to sign for, and on behalf of, the
respective Parties. This Mutual Confidentiality and Non-Disclosure Agreement has been executed in duplicate originals.
Monotype Licensor
Hasrizal
In Process
Mary Catherine Pflug
Name Name
Design Grafict
Director Foundry Product & Operations
Position Position
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Contract #: Confidential Information
UFD209698
Sertifikat Penyelesaian
ID Amplop: 345347F92D664E0A8DA9D54F8CF90128 Status: Disampaikan
Subjek: Font Distribution Agreement.
Amplop Sumber:
Halaman Dokumen: 11 Tanda Tangan: 3 Asal Amplop:
Halaman Sertifikat: 4 Paraf: 0 Mary Catherine Pflug
AutoNav: Dinonaktifkan 600 Unicorn Park Drive
Stempel EnvelopeId: Dinonaktifkan Woburn, MA 01801-3345
Zona Waktu: (UTC-05:00) Eastern Time (US & Canada) mc@monotype.com
Alamat IP: 18.205.216.227
Pelacakan Catatan
Status: Asli Pemegang: Mary Catherine Pflug Lokasi: DocuSign
30/07/2023 08.50.03 mc@monotype.com
In Process
30/07/2023 08.50.04
Pengungkapan Konsumen:
Diterima: 28/07/2023 01.58.25
ID: 6702b5bb-0554-4c00-b631-fcbccda24c80
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If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign ôWithdraw Consentö form on the signing page of
your DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact Monotype Imaging Inc.:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: salesoperations@monotype.com
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To withdraw your consent with Monotype Imaging Inc.
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to salesoperations@monotype.com and in the body of such request
you must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify Monotype Imaging Inc. as described above, I consent to receive
from exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
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available to me by Monotype Imaging Inc. during the course of my relationship with you.