NON-EXCLUSIVE LICENSE AGREEMENT This is an agreement between Company Name________________________________________, Address______________________________________________________________________, City________________________ State______________________, Country________________, Zip/Postal Code________________ (hereinafter known as “LICENSOR”), and Dog Gone Media, Inc., a Florida Corporation (“LICENSEE”) doing business at 414 High Point Drive, Cocoa, FL 32926. RECITALS. 1. WHEREAS, LICENSOR is the owner to all rights in the series of motion pictures or videos, including the right to license the use of film footage from the series identified more fully in TRADEMARKS AND COPYRIGHTS; 2. WHEREAS, LICENSEE is desirous of obtaining a license to use select footage on their websites, and to use footage as content for the promotion of Licensor video's through the affiliate programs on their websites. 3. WHEREAS, LICENSOR is desirous of granting such a license to LICENSEE. NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows: LICENSE. LICENSOR hereby grants LICENSEE a non-exclusive license for the Internet to use the above described film footage on its websites and to use footage as content for the promotion of Licensor video's through the affiliate programs on their websites. CONSIDERATION. 1. Per-Minute Module In consideration for the license granted hereunder, LICENSEE agrees to stream said film footage to its clientele and pay LICENSOR 30.0% of all revenue generated from the use of these video streams as applied in the standard per-minute viewing scenario. The thirty percent of revenue-generated payout will be based on ten cents per minute viewing rate, identified more fully in EXHIBIT “A” attached hereto (“PMM1”). 2. Rental Module In the instance of streaming video rentals LICENSEE agrees to pay LICENSOR 20.0% of the standard rental price. Payment of compensation to LICENSOR by LICENSEE will be made by check or wire transfer on the 15th of each month. LICENSOR will have full access to online reporting, statistics, and all payment information. TRADEMARKS AND COPYRIGHTS. 1. It is understood and agreed that LICENSOR shall retain right, title and interest in the original film/video footage. 2. It is understood and agreed that LICENSEE shall retain all right, title and interest in LICENSEE’S website and its ability to transmit the agreed content above. 3. The parties agree to execute any documents reasonably requested by the other party to affect any of the above provisions. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATIONS. 1. LICENSOR warrants and represents that LICENSOR is the owner and possesses all rights to the film footage necessary for the grant of this license, including all copyrights therein and that there are no other agreements with any other party in conflict with such a grant. 2. LICENSOR hereby agrees to indemnify and hold harmless LICENSEE and its officers, directors, licensees, and assigns, from and against any and all claims, damages, liabilities, costs and expenses arising out of a breach of contract of the forgoing warranty. 3. LICENSOR warrants that all participants associated with the films/videos are over the age of eighteen years of age, and comply with the Laws of the United States, including, but not limited to Federal, State and Local Laws. TERM and TERMINATION. This Agreement shall remain in effect for a term of one year. This Agreement shall renew automatically at the expiration of each term. Within seven (7) days of renewal, either party has the right to renegotiate in good faith, any portion of this Agreement. If the parties are unable to reach an agreement during the seven (7) day renegotiation period, this Agreement shall terminate immediately at the end of the seventh day. Either party may terminate this Agreement, by providing the non-terminating party with 30-days prior written notice before the end of any term. This Agreement shall also terminate upon any party’s failure to comply with any term or condition hereunder. Further, this Agreement shall terminate in the event of any party’s insolvency or bankruptcies, cessation or termination of party’s business, or the appointment of a receiver to operate the business of any party. Upon termination of this Agreement by either party, LICENSEE shall discontinue streaming of LICENSOR’s videos. INDEMNIFICATION. 1. LICENSOR Indemnification. In the event of any claim, demand, legal action or other legal proceeding against LICENSEE which arises from, or occurs by reason of any actual or alleged breach of the foregoing warranties by LICENSOR, LICENSOR shall fully indemnify and hold LICENSEE harmless from any and all losses, damages, awards, judgments, settlements, decrees and expenses, including, without limitation, attorneys fees and costs), arising from or connected with such claim, demand or legal action/proceeding, provided that in order to be entitled to such indemnification, LICENSEE shall provide LICENSOR with timely notice of the basis therefore, and thereafter cooperate with LICENSOR in the defense of any such claim, demand or legal action/proceeding. 2. LICENSEE Indemnification. In the event of any claim, demand, legal action or other legal proceeding against LICENSOR which arises from, or occurs by reason of any actual or alleged breach of the terms of this Agreement by LICENSEE, LICENSEE shall fully indemnify and hold LICENSOR harmless from any and all losses, damages, awards, judgments, settlements, decrees and expenses, including, without limitation, attorneys fees and costs), arising from or connected with such claim, demand or legal action/proceeding, provided that in order to be entitled to such indemnification, LICENSOR shall provide LICENSEE with timely notice of the basis therefore, and thereafter cooperate with LICENSEE in the defense of any such claim, demand or legal action/proceeding. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one document. Time of Essence. Time and strict and punctual performance are of the essence with respect to each provision of this Agreement. Attorney's Fees. In the event any dispute arises between the parties hereto to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to recover from the other party all reasonable costs, expenses, attorney's fees and costs actually incurred relating to or arising from such action. Modification. This Agreement may be modified only by a contract in writing executed by the parties to this Agreement against whom enforcement of such modification is sought. Headings. The headings of the sections of this Agreement have been included only for convenience, and shall not be deemed in any manner to modify or limit any of the provisions of this Agreement, or be used in any manner in the interpretation of this Agreement. Prior Understanding. This Agreement contains the entire agreement between the parties to this Agreement with respect to the subject matter of this Agreement, is intended as a final expression of such parties' agreement, is intended as a complete and exclusive statement of the terms of such agreement, and supersedes all negotiations, stipulations, understandings, agreements, representations and warranties, if any, with respect to such subject matter, which precede the execution of this Agreement. Interpretation. Whenever the context so requires in this Agreement, all words used in the plural (and vice versa), each gender shall be construed to include any other genders, and the word "person" shall be construed to include a natural person, a joint venture, a trust, an estate or any other entity. Partial Invalidity. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application of such provision to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected by such invalidity or unenforceability, unless such provision or such application of such provision is essential to this Agreement. Successors-in-Interest and Assigns. Subject to any restriction on transferability contained in this Agreement, this Agreement shall be binding upon and shall inure to the benefit of the successors-in-interest and permitted assigns of each party to this Agreement. Nothing in this Paragraph shall create any rights enforceable by any person not a party to this Agreement, except for the rights of the successors-in-interest and assigns of each party to this Agreement, unless such rights are expressly granted in this Agreement to other specifically identified persons. Waiver. Any waiver of a default under this Agreement must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be construed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act. Notices. Notices under this agreement shall be deemed effective upon receipt, if delivered by messenger, facsimile or overnight courier, and if by regular US mail, on the 3 rd day following deposit in the US mail, postage prepaid. All notices shall be sent as follows: Dog Gone Media, Inc., 414 High Point Drive Cocoa, FL 32926. TRANSFER. The license granted hereunder is personal to LICENSOR and may not be assigned by any act of LICENSOR or by operation of law unless in connection with a transfer of substantially all the assets of LICENSOR or with the consent of LICENSEE. LICENSEE shall, however, have the right to assign its’ rights and obligations under this Agreement upon written notice to LICENSOR. DISCLAIMER. Due to the laws here in the USA, as well as the state of Florida, we would not be able to include any portions of your videos that would ever offer the following: Scat, Bestiality or Bondage that depicts rape, where no means of escape can be noted. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/hers hand and seal the day indicated. "LICENSEE" ____________________________ Dog Gone Media, Inc. "LICENSOR" 414 High Point Drive Cocoa, FL 32926 ________________________________ ________________________________ By:(Print Name) By:(Print Name) Address: Address: __________________________ __________________________ __________________________ __________________________ Signature: Signature: __________________________ ___________________________ Title: ______________________________ Title: _______________________________ Date: Date: ______________________________ _______________________________ Phone: ______________________________ Email Address: ______________________________ Social Security / Tax ID #:______________________________ ________________________________ ________________________________ By:(Print) By:(Print) Address: Address: __________________________ 414 High Point Drive __________________________ Cocoa, FL. 32926 Signature: Signature: __________________________ ___________________________ Title: ______________________________ Title: Studio Coordinator Date: Date: ______________________________ _______________________________ Phone: ______________________________ Email Address: ______________________________ Social Security / Tax ID #: ______________________________ EXHIBIT’S TO LICENSE AGREEMENT EXHIBIT “A” Fifty  videos for one thousand [1,000] minutes equals fifty thousand [50,000] minutes. Fifty thousand [50,000] minutes at ten  cents per minute equals five thousand dollars [$5,000.00]. Five thousand dollars [$5,000.00] at thirty  percent is one thousand five hundred dollars [$1,500.00] net to LICENSOR.
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