STOCK FOOTAGE LICENSE AGREEMENT

DATE:                 JOB #:

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 HISTORIC FILMS ARCHIVE, LLC  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 7 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 accords to other vendors or production service organizations in the Production;

    D.      Licensee agrees, at its sole expense, to promptly return to the Licensor any and all hard drives or 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.      Upon Licensors request, Licensee shall, at its sole expense, provide to the Licensor with a copy of the completed Production on a mutually agreed upon format. Such request will not occur prior to thirty days after the completion and release of the Production.

    F.       Licensee agrees to pay all pre-negotiated laboratories’, duplication, upload fees, transportation and other related costs and fees which may be involved in producing and delivering the Stock Footage.

6.   LIMITED LICENSE:  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, the name or likeness of any person appearing in the Stock Footage or any music contained in the Stock Footage. Licensee agrees that it is solely responsible for the such matters and for the matters set forth in Section 7A below, and  agrees to obtain any and all clearances, consents, releases or licenses with regard to any and all rights or any third party in or to the Stock Footage and the images and performances included therein, including, without limitation, all copyrights, trademarks, trade names, and personal rights of privacy or publicity.

7.    LICENSEE'S ACKNOWLEDGMENTS AND INDEMNIFICATION:  Licensee expressly represents and acknowledges that:

    A.     Licensee's contemplated use of the Stock Footage may require other consents, clearances, releases or licenses from parties other than the Licensor. The Licensee hereby 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;    

    B.     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 or  Licensor, then the party first receiving notice of such Claim shall  immediately notify the other party in writing regarding the details of such Claim. Licensee shall indemnify the Licensor, and its directors, officers, licensors, agents, employees, representatives, affiliates, 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 Claim.  In the event any Claim is brought against Licensor which Licensee acknowledges it is obligated to indemnify Licensee hereunder, Licensee shall be entitled, at its sole option and discretion, to assume the  control of the defense of any litigation related to such Claim, including but not limited to all aspects of settlement, compromise, etc., provided that Licensee shall be entitled to participate in such litigation though counsel of its choosing and Licensee shall  indemnify  Licensor for all of the reasonable costs and expenses of such  counsel, and provided further that any settlement approved by Licensee under this paragraph must include a general release of any and all claims against Licensor in a form acceptable to Licensor and its counsel and shall not include any covenants, conditions or agreements binding on Licensor and/or the Licensor Affiliates unless specifically agreed to by Licensor in its sole and absolute discretion.

8.  LICENSE TERMINATION:  Upon the expiration of the license period set forth in section 3 of this Agreement, 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

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.    Either party to this Agreement may assign its rights, but not its obligations, under this Agreement to a third party provided that, such third party agrees to comply with all provisions of this Agreement.

    D.  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.

    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.

          HISTORIC FILMS ARCHIVE, LLC                                     [                                                           ]

By: _______________________________              By:   _______________________________   

            Joe Lauro, President        Date                                       Its Representative        Date