Film Production License Agreement

FILM PRODUCTION LICENSE AGREEMENT

This Film Production License Agreement (the "Agreement") is made and entered into as of by and between Licensor Name: , an entity of type Individual Corporation LLC Other, with principal address:

and Licensee Name: , an entity of type Individual Corporation LLC Other, with principal address:

RECITALS

WHEREAS, Licensor owns or controls certain motion picture film, videotape, digital files, photographic elements, and related materials described as:

WHEREAS, Licensee desires to obtain from Licensor a license to use the foregoing materials in connection with a motion picture, program or other audiovisual production entitled:

WHEREAS, Licensor is willing to grant such license on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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 a Exclusive Non-Exclusive license to reproduce, distribute, publicly display, and otherwise exploit the licensed materials solely in connection with the Project in the Territory set forth in Section 3 and in the Media specified herein. The license includes the right to make edits, excerpts, translations and synchronization as reasonably necessary for use in the Project but does not include the right to transfer ownership of the underlying negative or master elements.

2. TERM, TERRITORY AND MEDIA

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated in accordance with Section 12.

2.2 Territory. The license granted hereunder shall be effective in:

2.3 Media. Permitted Media shall include: Theatrical Broadcast Streaming/AVOD/SVOD Home Video/DVD Educational/Ancillary

3. LICENSE FEE AND PAYMENT

3.1 Fee. In consideration for the rights granted herein, Licensee shall pay Licensor a license fee in the amount of $ (the "License Fee"), payable as follows:

3.2 Payment Schedule. Payment shall be made: . All payments shall be made in lawful currency.

3.3 Taxes. Licensee shall be responsible for any sales, use or value added taxes assessed in connection with payments under this Agreement, excluding taxes based on Licensor's net income.

4. DELIVERY; MATERIALS; TECHNICAL SPECIFICATIONS

4.1 Delivery. Licensor shall deliver to Licensee, at Licensor's expense unless otherwise agreed, the materials reasonably necessary for Licensee’s exploitation of the rights granted, including high-resolution masters and documentation, by .

4.2 Specifications. All delivered materials shall conform to the technical specifications set forth in Exhibit A attached hereto. Licensee shall have the right to reject materials that do not meet customary industry standards and Licensor shall, at its expense, promptly cure any defects.

5. CREDIT AND PROMOTION

5.1 Credit. Licensee agrees to accord Licensor with screen credit in substantially the following form: , to appear in the main titles or end credits where credits of similar contributors appear.

6. CLEARANCES, RELEASES AND WARRANTIES

6.1 Licensor Warranties. Licensor represents and warrants that: (a) it is the sole and exclusive owner of the rights granted hereunder or has full authority to grant such rights; (b) the licensed materials do not infringe any third party copyright, trademark, right of privacy, publicity or other proprietary right; and (c) there are no liens, claims or encumbrances affecting Licensor’s ability to grant the rights in this Agreement.

6.2 Licensee Warranties. Licensee represents and warrants that its intended use of the licensed materials as described herein will comply with applicable laws and will not modify the licensed materials in a manner that falsely implies endorsement by any person appearing therein.

7. INSURANCE

7.1 Coverage. During the term of this Agreement, each party shall maintain such insurance as is customary for parties engaged in motion picture production, including commercial general liability and, if applicable, errors and omissions insurance. Licensee shall carry coverage with limits of not less than $ per occurrence and shall name Licensor as an additional insured where reasonably requested.

8. INDEMNIFICATION

8.1 Indemnity by Licensor. Licensor shall indemnify, defend and hold harmless Licensee, its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Licensor's representations and warranties set forth in Section 6.

8.2 Indemnity by Licensee. Licensee shall indemnify, defend and hold harmless Licensor from and against any claims, damages or expenses arising out of Licensee's exploitation of the licensed materials in a manner not authorized by this Agreement.

9. CONFIDENTIALITY

9.1 Confidential Information. Each party shall maintain in confidence and shall not disclose to any third party any non-public information received from the other party in connection with this Agreement that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, except as required by law.

10. TERMINATION

10.1 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach.

10.2 Effect of Termination. Upon termination, Licensee shall cease all use of the licensed materials beyond any continuing rights expressly preserved herein and shall, at Licensor’s election, return or destroy all copies of the licensed materials in Licensee’s possession, certifying such destruction in writing.

11. REMEDIES

11.1 Injunctive Relief. Licensor and Licensee acknowledge that a breach of certain provisions of this Agreement, including without limitation Sections 1 (Grant of License), 6 (Clearances and Warranties) and 9 (Confidentiality), would cause irreparable harm for which monetary damages would be an inadequate remedy; accordingly, either party shall be entitled to obtain injunctive relief in addition to any other remedies available at law or in equity.

12. NOTICES

12.1 Method. All notices or communications required or permitted under this Agreement shall be in writing and shall be delivered by personal delivery, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

13. MISCELLANEOUS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state: without regard to its conflict of laws principles.

13.2 Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except that Licensee may assign this Agreement to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets without consent.

13.3 Entire Agreement. This Agreement, including any exhibits or attachments hereto expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

13.5 Amendment; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

13.6 Counterparts. 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 transmitted by electronic means shall be deemed original signatures for all purposes.

SIGNATURES

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