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Film Licensor Contract by jze10466

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Film Licensor Contract document sample

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									                        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 [50] videos for one thousand [1,000] minutes equals fifty thousand [50,000] minutes.


Fifty thousand [50,000] minutes at ten [10] cents per minute equals five thousand dollars
[$5,000.00].


Five thousand dollars [$5,000.00] at thirty [30] percent is one thousand five hundred dollars
[$1,500.00] net to LICENSOR.

								
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