Film Distribution License Agreement

FILM DISTRIBUTION LICENSE AGREEMENT

This Film Distribution License Agreement ("Agreement") is made as of Effective Date: by and between Licensor Name: , a Corporation Individual with principal place of business at , and Licensee Name: , a Corporation Individual with principal place of business at .

RECITALS

WHEREAS, Licensor is the sole owner of all rights, title and interest in and to the motion picture entitled "" (the "Picture"), including the film negative, masters, and ancillary materials;

WHEREAS, Licensee desires to acquire from Licensor certain distribution and exploitation rights in respect of the Picture within the Territory and during the Term set forth below; and

WHEREAS, Licensor is willing to grant such rights to Licensee on the terms and conditions contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:

1. GRANT OF LICENSE

1.1 Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee an exclusive/non-exclusive (select by mutual execution) license to distribute, market, advertise, exhibit and otherwise exploit the Picture in the Territory specified below by all media and formats now known or hereafter devised (the "Rights"). The Rights granted are limited to:

1.2 Territory. The license granted under this Agreement is limited to the following territory: .

1.3 Term. The term of this license shall commence on Commencement Date: and expire on Expiration Date: unless earlier terminated in accordance with Section 11.

2. DELIVERY; MATERIALS

2.1 Delivery. Licensor shall deliver to Licensee, at Licensor's cost unless otherwise agreed, the Picture and related materials in the following technical formats and by the following Delivery Date: ; Delivery Date: .

3. COMPENSATION; ROYALTIES

3.1 Minimum Guarantee. Licensee shall pay Licensor a non-refundable minimum guarantee of payable as follows: .

3.2 Royalties. In addition to the Minimum Guarantee, Licensee shall pay Licensor royalties equal to of Net Receipts from exploitation of the Picture, payable .

3.3 Net Receipts. "Net Receipts" means gross receipts actually received by Licensee from the exploitation of the Picture less customary and documented deductions including, without limitation, third-party distribution fees, taxes, and credit card fees, as reasonably detailed in the Licensee's accounting statements.

4. ACCOUNTING; AUDIT RIGHTS

4.1 Statements and Payments. Licensee shall deliver to Licensor true and complete statements of Net Receipts and payments due under this Agreement within after each accounting period.

4.2 Audit Rights. Licensor shall have the right, at its expense, to audit relevant records of Licensee no more than and within of the date of any statement.

5. MARKETING AND EXPLOITATION

5.1 Marketing Plans. Licensee shall use commercially reasonable efforts to market and exploit the Picture and shall submit annual marketing plans to Licensor upon request. Licensee shall not materially alter the Picture or its credits without Licensor's prior written consent, which shall not be unreasonably withheld.

6. RIGHTS RESERVED

Except for the Rights expressly granted in Section 1, Licensor retains all right, title and interest in and to the Picture, including but not limited to ancillary rights, merchandising rights and all underlying intellectual property rights.

7. REPRESENTATIONS AND WARRANTIES

7.1 Licensor Representations. Licensor represents and warrants that (a) it has full right, power and authority to enter into and perform this Agreement and to grant the rights herein; (b) the Picture is wholly owned or fully cleared for all rights granted; (c) there are no claims, liens or encumbrances that would impair Licensee's exploitation in the Territory; and (d) to Licensor's knowledge, the Picture does not infringe the rights of any third party.

7.2 Licensee Representations. Licensee represents and warrants that it has the full corporate power and authority to enter into this Agreement, that it will exploit the Picture in accordance with applicable laws and industry standards, and that all payments due to Licensor will be made in good faith.

8. INDEMNIFICATION

8.1 Indemnity by Licensee. Licensee shall indemnify, defend and hold harmless Licensor and its officers, directors and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of Licensee's exploitation of the Picture, breach of this Agreement, or violation of law.

8.2 Indemnity by Licensor. Licensor shall indemnify, defend and hold harmless Licensee against claims arising from Licensor's breach of the representations and warranties in Section 7.

9. INSURANCE

Licensee shall maintain commercial general liability and errors & omissions insurance with limits customary for the industry and name Licensor as an additional insured where applicable. Upon request, Licensee shall provide Licensor with certificates evidencing such coverage.

10. CONFIDENTIALITY

Each party shall keep confidential all non-public business information disclosed by the other party in connection with this Agreement and shall not use such information except to perform its obligations hereunder. Confidentiality obligations shall survive termination for a period of .

11. TERMINATION

11.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure within after receipt of notice specifying the breach.

11.2 Effect of Termination. Upon termination, Licensee shall cease exploitation of the Picture and shall deliver to Licensor all copies of the Picture and materials not previously paid for. Termination shall not relieve either party of obligations accrued prior to termination.

12. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as a party may designate by notice):

13. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Licensee may assign this Agreement to an affiliate or to a successor in connection with a merger or sale of substantially all of Licensee's assets, provided that Licensee remains liable for performance.

14. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision hereof shall be effective unless in writing and signed by the party granting the waiver.

15. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

17. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned signatures or electronic signature platforms) shall be valid and binding.

EXHIBITS; SCHEDULES

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