DATE:           JOB #:

OWNER: HISTORIC FILMS ARCHIVE, LLC (“Owner”)

ADDRESS: 211 THIRD STREET

GREENPORT, NEW YORK 11944

USER:  

ADDRESS: 

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

2. PRODUCTION IN WHICH STOCK FOOTAGE 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. ACCESS FEE: User shall pay to Owner an access fee in the sum of               ($       ) 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 Owner as a cancellation fee whether or not User uses the Stock Footage as contemplated herein in order to compensate Owner for costs of compiling, copying, researching, etc.

5. RIGHTS GRANTED: In consideration of payment of the access fee, Owner hereby grants to User, without warranty of any kind access to the Stock Footage, subject to the terms and conditions specified herein, and as follows:

A. User hereby expressly agrees that the Stock Footage shall be used only for the permitted purposes as set forth in paragraphs 2 and 3, above, and for no other purpose;

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

C. User agrees, at its sole expense, to promptly return to Owner all video tape masters, and all other production or physical materials containing the Stock Footage after the completion of editing of the term of this Access Agreement;

D. User shall, send the Owner a digital copy or email containing the completed final version of the Production before User releases the Production for broadcast;

E. User agrees to pay all laboratory, duplication, transportation and other related costs which may be involved in producing and delivering the Stock Footage, and further agrees to return the original Stock Footage to Owner within ninety (90) days of the date of this Agreement.

6. LIMITED ACCESS: With respect to the access granted hereunder, it is expressly understood and acknowledged by User that:

Owner holds no intellectual property right in or to the Stock Footage and Owner makes no warranty or representation whatsoever in connection with the Stock Footage and hereby grants only access to the Stock Footage subject to and conditioned upon User’s express acknowledgments and indemnification as set forth in paragraph 7 below.

7. USER ACKNOWLEDGMENTS AND INDEMNIFICATION: User expressly represents and acknowledges that:

A. User understands and acknowledges that Owner does not purport to hold any copyright or other intellectual property right in or to the Stock Footage, that Owner makes no representation regarding copyright of the Stock Footage, and that User shall be solely responsible for obtaining all clearances and authorizations from the holders of any intellectual property rights in the Stock Footage or any elements thereof, including the copyright authorization(s) to use the Stock Footage as contemplated herein by User.

B. In addition to copyright clearance which is User’s sole responsibility, User understands and acknowledges that its contemplated use of the Stock Footage may require other consents, clearances, releases or licenses from other parties, and User hereby agrees to be solely responsible for obtaining all such necessary consents, clearances, releases or licenses and for making all payments required thereunder to any union, guild, actor, writer, composer, musician, producer and director or any person or entity whose performances have been recorded in or who have performed services in connection with the Stock Footage;

C. User is solely responsible for the matters set forth in sub-paragraphs 7 (A) and (B), above, and hereby agrees to indemnify and to hold Owner and its agents, employees, representatives, affiliates, parent and subsidiary corporations, each and all of them harmless against any and all actions, claims, costs (including reasonable attorneys’ fees), damages, demands and expenses brought against, suffered or incurred by User as the result of any breach or non-observance of any of the obligations set forth in subparagraph 7 (A) or (B) above;

D. The terms of the indemnification set forth in subparagraph 7 (C), above, shall apply to all loss, cost, damage, liability or expense of any kind arising from claims or defamation, commercial disparagement or other actionable wrong committed by or alleged against Agency in connection with the Production.

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. This Agreement is personal to and for the sole benefit of the User and the User shall not be entitled to assign, transfer, license, sell or dispose in any way of any of its rights, interests or obligations under this Access Agreement to any third party;

C. No waiver (whether express or implied) by Owner of any breach by the User of any of its obligations hereunder shall be deemed to constitute a waiver or consent to any subsequent or continuing breach by the User of any such obligations;

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

 E.  This Agreement may be executed in multiple counterparts by the parties hereto. All counterparts so executed shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the original or the same counterpart. Each counterpart shall be deemed an original to this Agreement, all of which shall constitute one agreement to be valid as of the date of this Agreement. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this agreement and all matters related thereto, with such scanned and electronic signatures having the same legal effect as physically executed signatures.

F. 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;

G. 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.

    HISTORIC FILMS ARCHIVE, LLC.                                              

By: ________________________                                 By: _________________________

      Joseph Lauro, President                                                            Its Representative