Docstoc
EXCLUSIVE OFFER FOR DOCSTOC USERS
Try the all-new QuickBooks Online for FREE.  No credit card required.

Video Content License Agreement

Document Sample
Video Content License Agreement Powered By Docstoc
					Video Content License
Agreement
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.
                        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
such license.

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.

2.       COMPENSATION




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not               2
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.

5.       MISCELLANEOUS

        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).



© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                  3
        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
written above.

LICENSOR                                                         LICENSEE
__________ [Instructions: Insert Name]                           __________ [Instructions: Insert Name]



__________________________                                       __________________________
Authorized Signatory                                             Authorized Signatory




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                        4
                                                    EXHIBIT A

1.       Project

Project                                  Description
“__________” [Instruction:               __________ [Instruction: Describe the Project]
Insert Project Title]


2.       Video Content.

Video Content                Description                                  Start Time in   End Time in
                                                                          Project         Project
“__________”                 __________ [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…]




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                       5
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS
FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS,
ETC., BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE
THE MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. They are for
guidance and should be modified by you or your attorney to meet your specific needs and the laws of your state or jurisdiction. Use at
your own risk. Docstoc® is NOT providing legal or any other kind of advice and is not creating or entering into an Attorney-Client
relationship. The information, reports, and forms are not a substitute for the advice of your own attorney. The law is a personal matter
and no general information or forms or like the kind Docstoc provides can always correctly fit every circumstance.

Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific
circumstances and requirements. You will want to delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”)
after reading and following them. You (or your attorney) may want to make additional modifications to meet your specific needs and the
laws of your state. The Instructions and Comments are not a substitute for the advice of your own attorney.

◊ Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,” or something similar, or
there is a blank for the user to complete, please note that although Docstoc believes the information or number may be any that the user
chooses, and that there is no law governing what the information or number should be, you might want to verify this, including by
consulting with your own attorney practicing in your state. Because the law is different from jurisdiction to jurisdiction and the laws are
subject to change, Docstoc cannot guarantee—and disclaims all guarantees—that it is correct for the information or number to be
anything that the user chooses.

The information, forms, instructions, tips, comments, decision tree alternatives and choices, reports, and services in and through Docstoc
are not legal advice, but are general information / forms on general issues often encountered designed to help Docstoc users, members,
purchasers, and subscribers address their own needs. But information, including tips, general forms, instructions, comments, decision
tree alternatives and choices, and reports, no matter how seemingly customized to conform to the laws and regulations applicable to you,
is not the same as legal advice, which may be the specific application of laws and regulations by lawyers licensed to practice law in your
state to the specific circumstances and needs of individuals and entities. Some states, counties, municipalities, and other governmental
divisions, have highly specific laws and regulations, and our information / forms / reports may not take all those specific laws and
regulations into consideration, although we tried to do so.

Docstoc is not a law firm and the employees and contractors (including attorneys, if any) of Docstoc are not acting as your attorneys, and
none of them are a substitute for the advice of your own attorney licensed to practice law in your state. The employees or contractors of
Docstoc, who wrote or modified any form, instructions, tips, comments, decision tree alternatives and choices, and reports, are NOT
providing legal or any other kind of advice and are not creating or entering into an Attorney-Client relationship. Any such form,
instruction, tips, comments, decision tree alternatives and choices, and reports were most likely NOT prepared or reviewed by an
attorney licensed to practice law in your state, and, therefore, the employees or contractors could not provide you with legal advice even
if they or Docstoc wanted to. Even though we take every reasonable effort to attempt to make sure our information / forms / reports are
accurate, up to-date, and useful, we recommend that you consult a lawyer licensed to practice law in your state if you want professional
assurance that our information, forms, instructions, tips, comments, decision tree alternatives and choices, and reports; your
interpretation of it or them; and the information and input that you provide are appropriate to your particular situation. Application of
these general principles and wording to particular circumstances should be done by a lawyer who has consulted with you in confidence,
learned all relevant information, and explored various options. Before acting on these general principles and general wording, you might
want to hire a lawyer licensed to practice law in the jurisdiction to which your question pertains. The information, forms, instructions,
tips, comments, decision tree alternatives and choices, and reports, available on and through Docstoc are not legal advice and are not
guaranteed to be correct, complete, accurate, or up-to-date. Because the law is different from jurisdiction to jurisdiction, they are subject
to changes, and there are varying interpretations and applications by different courts and governmental and administrative bodies, and
Docstoc cannot guarantee—and disclaims all guarantees—that the information, forms, and reports on or through the site and services are
completely current or accurate. Please further note that laws change and are regularly amended; therefore, the provisions, names, and
section numbers of statutes, codes, or regulations, and the types of permits or licenses within any forms or reports, may not be 100%
correct, as they may be partially or wholly out of date and some relevant ones may have been omitted or misinterpreted.
Docstoc is not permitted to engage in the practice of law. Docstoc is prohibited from providing any kind of advice, explanation,
opinion, or recommendation to a consumer about possible legal rights, remedies, defenses, options, selection, or completion of
forms or strategies.
Communications between you and Docstoc may be protected by our Privacy Policy (http://premium.docstoc.com/privacypolicy), but are
NOT protected by the attorney-client privilege or work product doctrine since Docstoc is not a law firm and is not providing legal
advice. No Docstoc employee, contractor, or attorney is authorized to provide you with any advice about what information
(again, which includes forms) to use or how to use or complete it or them.

Entire document copyright © Docstoc®, Inc., 2010 - 2013 All Right Reserved




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not                                                     6

				
DOCUMENT INFO
Description: 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.