Video Content License
This Video Content License Agreement is between a party that owns video content and
a party that desires to obtain a license to legally use the video content. It is vital to get
license agreements in writing to ensure that the understandings of both parties are
properly set forth. Customize the information of the parties, the video content being
licensed, the license fee, the length of the license, and more. This agreement can be
used by individuals or small businesses that want to grant or obtain a license to use
VIDEO CONTENT LICENSE AGREEMENT
THIS VIDEO CONTENT LICENSE AGREEMENT (hereinafter referred to as the
“Agreement”) is made and entered into as of __________________, [Instructions: Insert the
date of this agreement] by and between ________________________ [Instructions: Insert the
name of the party that owns the video content, or the “Licensor”] (hereinafter referred to as
the “Licensor”), of _________________________________ [Instructions: Insert the
Licensor’s address] and ________________________ [Instructions: Insert the name of the
party receiving the license, or the “Licensee”] (hereinafter referred to as the “Licensee”), of
_________________________________. [Instructions: Insert the Licensee’s address]
WHEREAS, Licensor owns and/or controls certain video content, as set forth in Exhibit “A”
attached hereto and incorporated by this reference (the “Video Content”);
WHEREAS, Licensee desires to license the use of the Video Content for use in the project
tentatively entitled “_____________________” [Instructions: Insert the Project’s name] (the
“Project”); and subject to the terms and condition contained herein, Licensee desires to grant
NOW, THEREFORE, for good and valuable consideration the receipt of which is hereby
acknowledged by each party hereto, it is agreed as follows:
1. GRANT AND RESERVATION OF RIGHTS
a. Licensor hereby grants to Licensee a nonexclusive license to include the Video
Content in the Project as set forth in Exhibit “A”. The parties acknowledge and agree that the
foregoing grant does not, without the prior written consent of Licensor, which consent may be
given or withheld in Licensor’s sole and absolute discretion, authorize or permit Licensee to: (i)
alter the fundamental character of the Video Content; (ii) use the Video Content in any manner
not expressly authorized herein; or (iii) use the Video Content in a manner that is critical of
Licensor and/or persons portrayed within the Video Content or portrays Licensor and/or persons
portrayed within the Video Content in a derogatory manner or negative light.
b. Licensee acknowledges and agrees that Licensor shall retain all ownership rights,
copyrights and other rights to the Video Content during the term of the Agreement and
thereafter. Licensor shall have the right to retain all original negatives, computer files and/or
other depictions of the Video Content and shall have the right, in Licensor’s sole discretion, to
sell, exploit, market or otherwise use the Video Content in any manner whatsoever during the
Term of the Agreement and thereafter.
c. Without limiting any of Licensor’s other remedies, whether in law or equity,
Licensee acknowledges and agrees that Licensor shall have the right to injunctive relief, to
prevent and/or cure a breach or threatened breach of this Agreement by Licensee.
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Provided Licensor fully performs all material obligations under this Agreement, and in full
consideration of all rights granted herein, Licensee shall pay or cause Licensor to be paid the
amounts set forth in Exhibit “A”, which shall be payable upon the later of execution hereof and
initial exploitation pursuant hereto. This compensation shall constitute payment in full to
Licensor, and to all persons or entities deriving or claiming rights through Licensor.
3. CREDIT AND COPYRIGHT NOTICE
Licensor understands and agrees that the Video Content may or may not be used in the final
version of the Project. If the Video Content is contained in the final version of the Project,
Licensor shall be entitled to screen credit. The type, size, shape, color, placement, duration and
all other characteristics of the credit shall be consistent with the customs of the entertainment
industry for the type of use and may be shared with and/or adjacent to credits relating to other
video content owners. Licensee represents and warrants that in the event that the Project uses the
Video Content, the Project will have the notice required for copyright protection of the Video
Content under the United States Copyright Act and in accordance with the requirements of the
Universal Copyright Convention.
4. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
a. Licensor represents and warrants to Licensee that: (i) Licensor owns and controls
one hundred percent (100%) of all rights, titles and interests (including but not limited to all
copyright) in and to the Video Content throughout the universe; (ii) Licensor has the exclusive,
unconditional right to enter into this Agreement, to convey the Video Content to Licensee, and
grant the rights granted herein; (iii) the Video Content does not and will not infringe upon or
violate any copyright of, or infringe upon or violate the right of privacy or any other right of any
third party; and (iv) Licensor has no knowledge of any claim or potential claim by any party
which might in any way affect Licensee’s rights herein.
b. If any of the agreements, representations or warranties contained in this
Agreement are breached, in whole or in part, Licensor shall indemnify and hold Licensee
harmless from any and all damages, losses and costs (including, but not limited to, legal costs
and attorneys' fees) resulting from any and all claims inconsistent with such agreements,
representations or warranties.
c. Licensee shall indemnify, defend and hold Licensor harmless of and from any and
all liability, loss, damage, claim or expense (including, but not limited to, reasonable attorneys’
fees and court costs) arising from or related to the Project, provided said claim is not specifically
related to the Video Content.
a. No failure by either party to perform any of its material obligations hereunder
shall be deemed a breach hereof, unless the non-breaching party has given written notice of such
failure to the breaching party, and the breaching party fails to cure such non-performance within
thirty days after receipt of such notice (fifteen (15) days with respect to non-payment).
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b. All notices, statements and/or requests for approvals ("notices") that either party
hereto is required or may desire to give to the other party shall be given in writing by addressing
the same to the other party at the addresses set forth above, or at such other address as may be
designated in a notice to the other party. Notices shall be made by personal delivery, courier, or
by certified U.S. mail, return receipt requested, postage prepaid. Notice shall be deemed given
on the date of delivery to the other party.
c. This Agreement constitutes the entire agreement between the parties hereto with
respect to the specific subject matter hereof and supersedes all prior agreements or
understandings of any kind with respect to the specific subject matter hereof.
d. In the event that any provision or part of this Agreement shall be deemed void or
invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and
remain in full force and effect.
e. Any and all additions, deletions, or modification to this Agreement must be in
writing and signed by the parties or it shall have no effect and shall be void.
f. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, neither
party may assign or transfer its rights or delegate its obligations under this Agreement without
the other party's prior written consent, which consent will not be unreasonably withheld.
g. This Agreement shall be governed in accordance with the laws of the State of
_______________________, [Instructions: Insert the state’s laws that will govern this
agreement] applicable to agreements to be wholly performed therein, without giving effect to its
laws governing conflict of laws.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
__________ [Instructions: Insert Name] __________ [Instructions: Insert Name]
Authorized Signatory Authorized Signatory
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“__________” [Instruction: __________ [Instruction: Describe the Project]
Insert Project Title]
2. Video Content.
Video Content Description Start Time in End Time in
“__________” __________ [Instruction: __________ __________
[Instruction: Insert Describe the Video Content] Instruction: Instruction:
Video Content Insert Start Insert End
Title] Time] Time]
3. Term. __________ [Instruction: Insert time that video content can be used] years
4. Territory. __________ [Instruction: Insert where video content can be used]
5. Fee. $__________ [Instruction: Insert fee amount]
6. Rights Granted. The non-exclusive right to use, reproduce and display the Video
Content in the Project in __________ [Comment and Instruction: Insert rights granted
The broadest grant of rights is all media. Accordingly it requires a higher fee. All media
language would be as follows:
all media now known or hereafter devised.
If financing is low, instead of granting all media rights, lesser rights may be negotiated.
Following are examples of some of the various types of rights that may be granted in such a
license. Of the following, choose only the rights needed for the Project:
film festivals, mainstream theatrical release, free TV, pay TV, basic cable TV,
hotel-motel exhibitions, closed-circuit TV, “pay per view” TV, broadcast on
demand TV, video on demand TV, all forms of "free" "pay" and "cable" TV,
educational and any and all other non-theatrical purposes, videocassettes,
videotapes, DVDs, blu-ray, videodiscs (in all formats), downloadable files,
streamed files, limited download files, in-context trailers, out-of-context trailers,
clips, flashbacks, sequels, prequels, spinoffs, remakes, featurettes, promotion,
publicity, advertising, etc…]
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