LICENSE AGREEMENT

This LICENSE AGREEMENT (this “Agreement”), is made by and between GITELMAN & GOOD PUBLISHERS, LLC, an Illinois limited liability company (“Licensor”), and the amateur theater company, school or school district (“You”) accepting the terms and conditions of this Agreement. Licensor and You may be referred to herein individually as a “Party” and collectively as the “Parties”. By clicking “Agree” You are agreeing that You have read and understand these terms and agree that these terms apply if You utilize any of the playscripts (each a “Script” and collectively, “Scripts”) available on this website from time to time. The effective date of this Agreement is the date You click “Agree” (the “Effective Date”). By clicking “Agree” You further agree that You have the full legal authority to bind Your institution to these terms. If You do not have the legal authority to bind Your institution or do not agree to these terms, do not click “Agree.” 

In the event You purchase and download material on the website (https://www.gitelmangoodpublishers.com) (the “Website”) titled “Acting Workshop scenes for the classroom” (the “Acting Workshop Products”), then this Agreement Sections 1 and 2 are amended and replaced by the Acting Workshop Products Addendum attached hereto and incorporated herein by reference. In the event You purchase a Script identified on the Website as licensed for competition performance (each a “Competition One-Act”), then the Competition One-Act Addendum attached hereto applies to that Script and is incorporated herein by reference.

3. Grant of License; Terms of Use.

4. Licensor’s Grant of License for Performance Scripts. Licensor hereby grants to You a limited, non-exclusive, non-transferable, non-sublicensable license to Use the purchased Scripts anywhere in the world (the “Licensed Territory”) in connection with theatrical rehearsal and performance in non-professional productions.

5. The term of this license (the “License Period”) begins on the Effective Date and ends on the last performance date You identified at checkout, as extended by any additional performances You purchase under Section 2. Each performance must take place on a date You identified to Licensor at checkout or when purchasing additional performances, and the number of public performances is limited to the number of licenses purchased (i.e., the Performance Fees paid). If You purchase a Script without any performances, the License Period ends 365 days after the Effective Date. You may change a performance date by notifying Licensor in writing before the original date, and the License Period will adjust to match.

6. “Use” of each Script includes the licensed right to take the following actions during the License Period:
   (i) Distribute copies of the Script to cast, crew, or staff involved in the production;
   (ii) Rehearse and publicly perform the Script, up to the number of performances licensed;
   (iii) Record the performance of the Script;
   (iv) Distribute the recording for non-commercial promotional purposes;
   (v) Share the recording privately and non-commercially with families and community members as memorabilia. Your rights under items (iv) and (v) continue after the License Period ends.

7. Licensor and the author of each Script retain all rights, title, and interest in that Script. Each Script is protected by copyright and/or other applicable law. Any use beyond the scope of this license or not permitted by copyright law is prohibited.

8. Exclusions from License. You cannot, without prior written consent of Licensor: (i) materially modify the Script or make modifications that change the meaning of all or any portion of the Script; (ii) create a work based on any portion or all of the Script, such as a translation, adaptation, derivative work, or incorporate the Script into a collection (each an “Adaptation”); (iii) sublicense the Script; (iv) distribute the Script to any third-party except to cast, crew, or staff involved in the production; or (v) distort, mutilate, modify or take other derogatory action in relation to the Script which would be prejudicial to the Licensor’s honor or reputation. 

   1. The Acting Workshop Products Addendum Section 1 replaces and supersedes this Section 1 for any purchased and downloaded Acting Workshop Products. For any Competition One-Act, this Section 1 is modified as provided in the Competition One-Act Addendum.

9. Script Fee; Performance Fee; Delivery for Performance Scripts. As consideration for Your Use of a Script, You agree to pay Licensor the one-time license fee listed on the Website for that Script at the time of purchase (the “Script Fee”). Once the Script Fee is paid, You may download the Script an unlimited number of times. As additional consideration, You agree to pay Licensor, for each public performance, the per-performance fee listed on the Website for that Script at the time of purchase (the “Performance Fee”). You may publicly perform the Script only up to the number of performances purchased. You may purchase additional performances through the Website at the then-current Performance Fee, provided You purchase them and identify their dates before those performances take place.

   1. The Acting Workshop Products Addendum Section 2 replaces and supersedes this Section 2 for any purchased and downloaded Acting Workshop Products.

10. Promotion and Representation for Performance Scripts. The program and all promotional materials for the Script (including posters and flyers but excluding wearable materials such as t-shirts and buttons) must include the following information: (i) the full name of the play or musical as it appears on the title page of the Script; (ii) the full name of the author(s), which must be at least half the size of the title; and (iii) “Produced by special arrangement with Gitelman & Good Publishers, Chicago”. Certain scripts may have special attribution requirements. If applicable, an additional License Agreement outlining these requirements will be provided after purchase.

11. Enforcement of Licensor’s Intellectual Property.  No right is granted to You to bring any action or make any demand, in Your own name, or in the name of Licensor, for infringement of a Script or any Acting Workshop Products, or any portion thereof against any third party.  You shall promptly provide written notice to Licensor upon Your discovery of any potential third-party infringement of a Script or any Acting Workshop Products or any portion thereof, and You shall cooperate with Licensor, upon Licensor’s reasonable request, with enforcement of Licensor’s right in and to a Script or any Acting Workshop Products against potential infringers.  Licensor reserves the right in its sole and exclusive discretion to decide what actions to take in the event that either You or Licensor identifies an infringement of a Script or any Acting Workshop Products.  Licensor will be under no obligation to assert its rights in and to a Script or any Acting Workshop Products against any alleged infringer.  You agree that You shall not initiate any action against alleged infringers and shall not be entitled to recover damages for infringement from infringers.

12. Licensor’s Representations and Warranties.  Licensor represents, warrants and covenants to Licensor’s actual knowledge to You as follows: (i) Licensor has full power and authority to enter into this Agreement and perform its obligations herein; (ii) Licensor’s execution, delivery and performance of this Agreement will not violate the provisions of any other agreement to which Licensor is a party; (iii) Licensor has not granted a third party the exclusive right to use any of the Scripts; and, (iv) Licensor has licensed rights to publish and license the Scripts and Acting Workshop Products on the Website.

13. Your Representations and Warranties.  By clicking “Agree,” You represent, warrant and covenant to Licensor as follows: (i) You have full power and authority to enter into this Agreement and perform its obligations herein; and (ii) Your agreement to the terms of this Agreement will not violate the provisions of any other agreement to which You are a party; and (iii) You are an employee or authorized agent of the school, school district, or amateur theater company on whose behalf You are purchasing, and Your production is a non-professional production in which performers are not engaged under professional or union agreements.

14. Term for Performance Scripts. The license for each Script terminates at the end of that Script’s License Period. Licenses for Acting Workshop Products continue as provided in the Acting Workshop Products Addendum.

15. Amendments and Waiver. Any provision of this Agreement may be amended or waived if such amendment or waiver is in writing and signed, in the case of an amendment, by an authorized representative of each party, or in the case of a waiver, by the party against whom the waiver is to be effective.  No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

16. Severability. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but if any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

17. Assignment; Successors and Assigns.  This Agreement and the rights, obligations and duties hereunder may not be assigned without the prior written consent of the other party to this Agreement.  Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

18. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any third party, other than the parties hereto and their respective successors and assigns as permitted by herein, any right, remedy or claim under or by reason of this Agreement.

19. Governing Law; Venue. This Agreement shall be governed by, and construed in accordance with, the substantive laws of the State of Illinois, without regard to its conflict of law provisions. The parties hereby agree that the exclusive jurisdiction for any dispute arising out of this Agreement shall be in the state or federal courts located in Chicago, Illinois, in the United States of America. The parties hereby waive their right to any claim of inconvenient forum if filed under this Section 12. 

20. Costs and Expenses. Each of the parties shall be solely responsible for their respective costs and expenses, including reasonable attorney’s fees. In the event either party commences legal proceeding against the other party pursuant to any right to do so under this Agreement, then the prevailing party shall be entitled to recover from the non-prevailing party reasonable attorneys’ fees and costs incurred in connection with such enforcement. 

21. Jury Waiver. EACH PARTY HERETO HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR THEREOF.  THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS.  EACH PARTY HERETO KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.

22. Disclaimer of Warranties; Liability Limitation. LICENSOR MAKES NO REPRESENTATION AND GRANTS NO WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR USE OR PURPOSE. LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY YOU, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY DAMAGES ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. IF LICENSOR BECOMES LIABLE FOR THE PAYMENT TO YOU OF ANY AMOUNT OF DAMAGES HEREUNDER, THE MAXIMUM AMOUNT OF LIABILITY SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE AMOUNT OF SCRIPT FEE OR PERFORMANCE FEES (AND/OR ACTING WORKSHOP FEE, IF APPLICABLE) YOU HAVE THEN PAID TO LICENSOR. 

23. Entire Agreement.  This Agreement supersedes all prior agreements whether oral or written between the parties with respect to its subject matter and, together with its exhibits hereto, which are incorporated herein and made a part hereof by this reference, constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to the subject matter contained herein.  This Agreement may not be amended except by a written agreement executed by the parties.

24. Survival. Each term, provision, representation, and warranty contained in this Agreement that by its sense and/or context is intended to survive the performance hereof by either or both parties shall so survive the completion of performance and termination of this Agreement, including, without limitation, use, limitations of liability and the making of any and all payments due hereunder. 

25. Indemnification and Hold Harmless. You shall indemnify and hold harmless Licensor and its officers, directors, managers, employees and agents (collectively referred to as “Licensor’s Indemnitees”) and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities (collectively referred to as “Liabilities”) by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) Your use or performance of the Script; (ii) the failure of You, or Your successors or assigns, to comply with any of the paragraphs herein or to conform to statutes, ordinances or other regulations or requirements of any governmental authority, federal or state, in connection with the performance of this Agreement or the use of the Script  or any Acting Workshop Products; (iii) any and all Liabilities imposed on account of the violation of any law, ordinance, order, rule, regulation, condition, or requirement, in any way related directly or indirectly, to Your use of the Script or any Acting Workshop Products; or (iv) any and all claims, liens and/or suits for labor and materials furnished or utilized in the performance of this Agreement. In the event of a claim or demand of any third party that a Script or any Acting Workshop Products, or any portion thereof, or its performance violates or infringes upon its or their intellectual property or other rights thereto, Licensor’s sole and exclusive obligations are to (y) secure, at no cost to You, the licensed rights for You to continue to use the Script or any Acting Workshop Products, or portions thereof; or (z) modify the Script, any Acting Workshop Products, or portions thereof, to make it non-infringing. 

26. Notice. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed given if (a) personally delivered; (b) mailed, postage prepaid, by certified mail return receipt requested; (c) sent by overnight carrier; or (d) sent by email, in each case to You at the addresses You provide as you registered for the Script(s) or Acting Workshop Products on the Website; and if to Licensor, legal@gitelmangoodpublishers.com

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ACTING WORKSHOP PRODUCTS

ADDENDUM

1. Licensor’s Grant of License for Acting Workshop Products. Licensor has the licensed rights to the Acting Workshop Products available on the Website. Licensor hereby grants to You a limited, non-exclusive, non-transferable, non-royalty bearing, non-sublicensable license to Use the purchased Acting Workshop Products anywhere in the Licensed Territory for educational purposes only, within a classroom or educational setting. There is no License Period as it pertains to the Acting Workshop Products, provided that You are not in violation of the terms and conditions of this Agreement.

   1. “Use” of each of the Acting Workshop Products includes the licensed right to take the following actions: the authorized reproduction, distribution, and performance of scene materials exclusively within an educational context. This includes in-class rehearsals, workshops, and other instructional activities aimed at teaching acting techniques and scene study.

   2. "Use" does not extend to public performances, commercial presentations, or any activity outside the scope of educational instruction. Any reproduction or sharing of the Acting Workshop Products materials is limited to the number of students and educators within the licensed institution, and digital distribution is permitted only through secure, institution-approved channels. Unauthorized distribution, public performance, or commercialization of Acting Workshop Products materials is strictly prohibited.

   3. Acting Workshop Products materials may not be recorded or distributed in any format (audio, video, or digital) without written permission. You cannot, without prior written consent of Licensor: (i) create a work based on any portion or all of the Acting Workshop Products, such as a translation, adaptation, derivative work, or incorporate the Acting Workshop Products into a collection; (ii) sublicense the Acting Workshop Products; (iii) distribute the Acting Workshop Products to any third-party except to students or staff in Your classes; or (iv) distort, mutilate, modify or take other derogatory action in relation to the Acting Workshop Products which would be prejudicial to the Licensor’s honor or reputation.

2. Fee for the Acting Workshop Products. As consideration for Your Use of any of the Acting Workshop Products, You agree to pay to Licensor a one-time license fee with the price listed on the Website (the “Acting Workshop Fee”).

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COMPETITION ONE-ACT

ADDENDUM

1. Applicability. This Addendum applies to each Competition One-Act You purchase. Except as modified by this Addendum, all terms of this Agreement apply to each Competition One-Act.

2. Permitted Edits. Notwithstanding Sections 1.E(i) and 1.E(v) of this Agreement, You may make the following edits to a Competition One-Act without further consent from Licensor (“Permitted Edits”), solely as needed for Your licensed performances: (a) cutting lines, passages, or stage directions as needed to comply with the time limits of any competition or festival in which You perform the Competition One-Act (the “Competition Guidelines”); and (b) solely to conform to the Competition Guidelines or the community standards of Your school or organization: (i) removing profanity, slurs, or crude language, and, if removal would make a line unintelligible, substituting a milder word or phrase of equivalent meaning; (ii) removing sexual references or innuendo; (iii) removing references to alcohol, tobacco, vaping, or drugs; (iv) removing references to violence, weapons, or self-harm, and reducing or eliminating any depiction of violence, weapons, or self-harm in staging; and (v) removing any other material specifically restricted by the Competition Guidelines. You do not need to notify Licensor of Permitted Edits.

3. Limits on Edits. Except for the language substitutions permitted in Section 2(b)(i) of this Addendum, Permitted Edits may consist only of deletions. You may not add dialogue or other text, reassign lines between characters, or alter the plot, ending, characters, or relationships between characters. Any other change requires Licensor’s prior written consent under Section 1.E of this Agreement.

4. Use of the Edited Script. Your edited Competition One-Act may be used only for Your licensed rehearsals and performances. You may provide copies of it to cast, crew, and staff involved in the production, and to competition officials and adjudicators as required by the Competition Guidelines, but You may not otherwise publish, distribute, sell, or share it. You acquire no rights of any kind in the Competition One-Act or in Your Permitted Edits.

5. Competition Performances. Each performance of a Competition One-Act before an audience, including each round of a competition and any preview or showcase performance, requires a Performance Fee. Rehearsals do not. If You advance to additional rounds, You may purchase additional performances as provided in Section 2 of this Agreement, and You must do so before those performances take place.

6. Billing. Section 3 of this Agreement applies to each Competition One-Act. Permitted Edits do not reduce or alter the required billing credit.