Stock Footage License Agreement

STOCK FOOTAGE LICENSE AGREEMENT

DATE:
JOB #:

LICENSOR: HISTORIC FILMS ARCHIVE, LLC

ADDRESS: 211 THIRD STREET, GREENPORT, NEW YORK 11944

LICENSEE:
ADDRESS:

1. STOCK FOOTAGE INVOLVED (hereinafter the "Stock Footage")

2. PRODUCTION IN WHICH STOCK FOOTAGE IS TO BE USED (hereinafter the "Production"):

3. PERMITTED USAGE OF STOCK FOOTAGE:

A. Number of uses permitted:

B. Total length of permitted usage:

C. Media in which use permitted:

D. Terms for which use permitted:

E. Territories in which use permitted:

F. Other limitations on permitted uses:

4. LICENSE FEE:

Licensee shall pay to Licensor a fee in the sum of Dollars ($.00) which shall become due and payable within thirty (30) days of the date of this Agreement, and further agrees that 100% of said fee shall in all events be payable to the Licensor as a cancellation fee irrespective of whether or not the Licensee uses the Stock Footage as contemplated herein in order to compensate the Licensor for costs of compiling, copying, researching, etc. of the Stock Footage Materials.

5. LICENSE GRANTED:

In consideration of payment of the license fee provided for in the section 4 of this Agreement and subject to the limitations set forth in this Agreement, including, without limitation, Section 6 hereof, the Licensor hereby grants to the Licensee, without warranty, except as expressly stated in this Agreement, a limited, non-exclusive license to use the Stock Footage, subject to the terms and conditions specified herein, as follows:

A. Licensee hereby expressly agrees that the Stock Footage shall be used only for the permitted purposes as set forth in this Agreement, and for no other purpose;

B. Licensee shall not permit the Stock Footage to be made available to or to be used by any other party not contained herein at any time or in any manner other than as provided for in this Agreement;

C. Licensee shall allow the Licensor a courtesy credit for the use of the Stock Footage on the title cards of the Production in a manner equal in all respects to any other courtesy credits which licensee may accord to others in the Production;

D. Licensee agrees, at its sole expense, to promptly return to the Licensor all pre-print material, negatives, dupes, fine grain masters, video tape masters, hard drives and all other production and/or physical materials containing the Stock Footage after the completion of editing of the Production. If the stock footage was delivered digitally Licensee agrees to erase any and all digital copies or uploads of the footage after completion of the edit of the production;

E. Licensee shall, at its sole expense, provide to the Licensor a DVD or mutually agreed upon media of the completed final version of the Production before the Licensee releases the Production for broadcast; and

F. Licensee agrees to pay all laboratories’, duplication, upload fees, transportation and other related costs and fees which may be involved in producing and delivering the Stock Footage. Licensee further agrees to return the original Stock Footage to the Licensor within ninety (90) days of the date of this Agreement.

6. LIMITED LICENSE AND WARRANTIES:

With respect to the License granted hereunder, it is expressly understood and acknowledged by the Licensee that:

A. Any rights, title or interest which the Licensor maintains with respect to the Stock Footage are expressly reserved by Licensor, subject only to the limited rights under the license as granted hereunder; and

B. Licensor warrants only that it has the right to grant this License with respect to the motion picture copyright in the Stock Footage , and makes no representation or warranty with respect to, and the License granted under this Agreement does not authorize or guarantee the right to use, any other material contained within or appearing in the Stock Footage, including without limitation, any separate copyright in the underlying literary work or script, the performance of any actor or other person appearing in the Stock Footage, the name or likeness of any person, venue, object or location appearing in the Stock Footage or any musical composition or performance contained in the Stock Footage (“Non-Covered Rights”).

C. Licensee recognizes that its contemplated use of the Stock Footage may require other consents, clearances, releases or licenses from parties other than the Licensor relating to the Non-Covered Rights, and agrees to be solely responsible for obtaining all such necessary consents, clearances, releases or licenses and for making all payments and performing all obligations required thereunder to such parties, as well as any union, guild, actor, writer, composer, musician, producer, copyright or trademark owner, venue, league, director or any other person or entity whose performances have been recorded in or who have performed services in connection with or who otherwise possess any rights with respect to the Stock Footage;

7. INDEMNIFICATION FOR THIRD PART CLAIMS:

In the event that any third-party claim arising out of or otherwise relating to Licensee’s use of the Stock Footage under this Agreement or otherwise relating to or arising out of the Production, (including, without limitation, any claims for infringement of copyright, trademark, trade name, rights of privacy or rights of publicity, defamation, unfair competition, commercial disparagement or any other actionable wrongs committed by Licensee in connection with the Production) (hereinafter, a “Claim”) is made against Licensee orLicensor, then the party first receiving notice of such Claim shallimmediately notify the other party in writing regarding the details of such Claim. To the extent that any Claim relates to or arises out of the use or exploitation of any Non-Covered Right), or out of any other actionable wrong committed by Licensee in connection with the Production or the use of the Stock Footage, Licensee shall indemnifyLicensor, and its directors, officers, licensors, agents, employees, representatives, affiliates, and parent and subsidiary corporations (“the Licensor Affiliates”), and hold Licensor and the Licensor Affiliates harmless, against any and all actions, claims, costs (including reasonable attorneys’ fees), damages, demands and expenses brought against, suffered or incurred by Licensor and/or the Licensor Affiliates as a result of any such Claim. To the extent that any Claim relates solely to or arises solely out of the use or exploitation of the motion picture copyright in the Stock Footage, (as opposed to any Non-Covered Right) , Licensor shall indemnify Licensee, and its directors, officers, agents, employees, representatives, affiliates, and parent and subsidiary corporations (the “Licensee Affiliates”) and hold Licensee and the Licensee Affiliates harmless, against any and all actions, claims, costs (including reasonable attorneys’ fees), damages, and expenses brought against, suffered or incurred by Licensee and/or the Licensee Affiliates as a result of any such Claim.In the event any Claim is brought against either party with respect to which the other partyacknowledges it is obligated to provide indemnificationhereunder,then the party obligated to provide such indemnification (the “Indemnifying Party”)shall be entitled, at its sole option and discretion, to assume thecontrol of the defense of any litigation related to such Claim, including but not limited to all aspects of settlement, compromise, etc., provided that the party entitled to receive such indemnification (the “Non-Indemnifying Party”)shall be entitled to participate in such litigation though counsel of its choosingat its own cost and expense, and provided further that any settlement approved by the Indemnifying Partyunder this paragraph must include a general release of any and all claims against Non-Indemnifying Partyin a form acceptable to the Non-Indemnifying Partyand its counsel and shall not include any covenants, conditions or agreements binding on the Non-Indemnifying Partyand/or itsAffiliates (Licensor Affiliates or Licensee Affiliates, as the case may be)unless specifically agreed to by the Non-Indemnifying Partyin its sole and absolute discretion.

8. LICENSE TERMINATION:

Upon the expiration of the license period set forth in section 3 of this Agreement, or upon termination of this Agreement for whatever cause, all of the Licensee's rights and entitlements granted hereunder shall immediately cease and the License granted hereunder shall immediately be revoked and revert back to the Licensor.The termination of this Agreement for whatever cause shall not cancel or release any indebtedness of the Licensee to the Licensor arising out of this Agreement.

9. MISCELLANEOUS:

A. Nothing in this Agreement or in the License conveyed hereunder shall be deemed to constitute a partnership or joint venture between the parties and neither party shall do or permit any act to be done whereby it may be represented as agent or partner of the other;

B. No waiver whether express or implied by the Licensor of any breach by the Licensee of any of its obligations hereunder shall be deemed to constitute a waiver or consent to any subsequent or continuing breach by the Licensee of any such obligations;

C. In the event that the Licensee fails to make timely payment of any fee or costs payable to the Licensor, the Licensor shall have the right, without prejudice to any other right or remedy it may have under the terms of this Agreement, to charge the Licensee from the date that payment fell due until payment is paid in full, interest on the outstanding indebtedness to be calculated at the rate of four (4%) per cent per annum above the base rate as stated by Citibank, N.A. for the applicable time compounded at monthly intervals;

D. Licensee expressly acknowledges that its failure to comply with any of the terms and conditions of this Agreement will render this Agreement and the License conveyed thereunder null and void ab initio, and that a breach by the Licensee of any of its representations, warranties or undertakings herein will cause the Licensor irreparable harm which cannot readily be remedied in monetary damages in a legal action and may, in addition thereto, constitute an infringement of copyrights, thereby entitling Licensor to all equitable remedies, costs and attorneys' fees;

E. This Agreement shall be interpreted in accordance with the laws of the State of New York and will be subject to the exclusive jurisdiction of the courts, state and federal, located within the State of New York to which the parties hereby submit in relation to any dispute arising hereunder;

F. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof, and any amendments, changes or modifications shall have legal effect and be binding only if made in writing and signed by both parties.