STOCK FOOTAGE LICENSE AGREEMENT & W-9

 

            This agreement (“Agreement”) is made between Producers Library Service, Inc. (“PLS”), doing business at 10832 Chandler Blvd., North Hollywood, CA 91601 (818) 752-9097, jeff@producerslibrary.com and Licensee as listed on Invoice, in connection with the licensing of certain motion picture, video footage or audio as described on customer’s order.

 

1. RIGHTS GRANTED.  Subject to the terms and conditions set forth in this Agreement, PLS hereby grants to LICENSEE, without any representations or warranties other than as expressly set forth in this Agreement, a non-exclusive license to use the Footage in the Production only, and only for the Territory, Term and Media set forth in the submitted order.  The Footage provided by PLS to LICENSEE hereunder is not sold but, instead, licensed.  This Agreement does not grant LICENSEE the right for the Footage and its contents (e.g., the images and sounds thereon) to be reproduced, copied, displayed, sold, rented or re-used, in whole or in part, by LICENSEE in any production other than that specified above in this Agreement. This license is conditioned upon payment of the License Fee and upon LICENSEE’s agreement to and compliance with the terms and conditions set forth herein. When calculating license fees, PLS does not split seconds or count video or film frames but instead rounds down and up to the nearest second.

 

2. RIGHT TO LICENSE. PLS warrants that it has the right to license the Footage. PLS represents and warrants to LICENSEE that PLS is unaware of any pending or threatened claim of infringement relating to the Footage and/or its contents.

 

3.  SCREEN CREDIT. LICENSEE shall in the credits of the Production include the following credit:  "Stock footage provided by Producers Library."  If any other stock footage provider is listed in the credits, the credit for PLS shall be set forth in the same manner as the credit for the other stock footage provider(s).  In the event LICENSEE fails to provide the required credit, LICENSEE shall (i) pay to PLS, within ten (10) calendar days of PLS's putting LICENSEE on written notice of such failure, an amount equal to fifty percent (50%) of the total fee set forth in the Invoice, and (ii) provide the required written notice in all subsequent edits of the Production.

 

4. ADDITIONAL RELEASES AND PERMISSIONS REQUIRED.  This is a limited license of physical material.  PLS is in the business of collecting, archiving and cataloging motion picture and photographic content, and providing to customers, such as LICENSEE, media having the content desired by them.  This Agreement provides to LICENSEE only rights for the use of the Footage itself.  LICENSEE hereby acknowledges and agrees that, except as specifically set forth in paragraph 2, PLS makes no representation or warranty regarding whether or not the contents of the Footage are in the “public domain” and/or whether or not the use, reproductions, display or other exploitation thereof is subject to copyrights or any other rights of any nature of third parties.  LICENSEE further acknowledges and agrees that LICENSEE assumes full responsibility for any use which it may make of the above Footage and its contents.  LICENSEE represents and warrants to PLS that LICENSEE is responsible for obtaining any and all releases, clearances, authorizations or permissions which may be required in connection with LICENSEE's use of the contents (including without limitation, narration, dialog, images, music, talent, trademark, professional organizations, leagues, event rights holders, and/or personal likenesses) of the Footage.  Further in this regard, and without limiting the foregoing, LICENSEE represents and warrants to PLS that in connection with LICENSEE's use of the Footage and its contents, LICENSEE is responsible for (i) paying all re-use fees and other compensation required by applicable guild and union collective bargaining agreements or individual contracts or as otherwise required by law, (ii) if any music is included in the Footage as used hereunder, LICENSEE is responsible for obtaining all necessary rights from the copyright proprietors of such music and such other persons, firms or associations, societies or corporations as may own or control the rights thereto, and (iii) is responsible for obtaining all necessary rights for use of any likenesses of any actors or other persons contained in the Footage.

 

5. INDEMNIFICATION.  LICENSEE shall indemnify PLS, its parent, subsidiary and affiliated corporations, and all officers, directors, shareholders, agents, employees, PLSs, representatives and associates thereof, and save and hold each and all of them harmless from any and all loss, cost, damage, liability and expense, including reasonable outside attorney, accountant and expert fees and costs with respect to any claim whatsoever arising from LICENSEE’s use of the Footage and/or the contents thereof, except to the extent, if any, that PLS has breached its representation and warranty under paragraph two.  PLS shall indemnify LICENSEE to the same extent as otherwise provided above with respect to LICENSEE’s authorized use of the footage.

 

6. REIMBURSEMENT OF COSTS.  In addition to the License Fee, LICENSEE shall reimburse PLS for all laboratory and shipping charges and all other direct costs and expenses incurred by PLS in making the Footage available to LICENSEE., Such reimbursement shall be itemized on PLS’s invoice.

 

7. COPYRIGHT OWNERSHIP, REGISTRATION.  LICENSEE acknowledges that its use of the Footage will not affect any separate copyright ownership which PLS or others may have in the Footage, its contents and/or the motion picture or television production from which the Footage was taken. 

 

8. PROTECTION OF MASTER FILES AND USAGE VERIFICATION.  LICENSEE agrees to delete, or if kept, to protect from theft or any unauthorized use the Footage found in the delivered digital files or any other delivered media. Upon the request of PLS if it so desires, after the initial broadcast, airing, distribution or posting on the internet of the Production, LICENSEE will deliver to PLS a DVD or digital file copy of the Production for time verification purposes only.

 

9. APPLICABLE LAW, VENUE AND ATTORNEY FEES.  This Agreement shall be governed by and construed in accordance with the laws of the state of California, and will not be construed against the drafter of this Agreement.  Each of the parties agrees and consents that jurisdiction and venue of all disputes relating to this Agreement shall be vested in the federal, state and local courts located exclusively in the county of Los Angeles, California.  In the event of litigation, the prevailing party shall be awarded that party's reasonable attorney fees.

 

10. BINDING EFFECT AND ASSIGNABILITY.  This Agreement and/or PLS's rights and obligations under this Agreement may be assigned by PLS in its sole discretion, and this Agreement shall inure to the benefit of and be binding upon PLS's successors, beneficiaries and assigns.  LICENSEE may assign or transfer LICENSEE's rights and obligations under this Agreement to a successor to substantially all of the business of LICENSEE or to a successor to substantially all of the Production.  Notwithstanding the foregoing, LICENSEE may freely assign the completed Production that incorporates the Footage. Subject to the foregoing in this paragraph, this Agreement shall inure to the benefit of and be binding upon LICENSEE's successors, heirs, beneficiaries and assigns.

 

11. DISCLAIMER OF WARRANTIES.  The foregoing representations and warranties by PLS are in lieu of, and PLS disclaims, all other warranties, express, implied and/or arising by law, including without limitation any implied warranties of merchantability and fitness for a particular purpose.

 

12. LIMITATION OF LIABILITY.  To the extent, if any, that PLS becomes liable to LICENSEE hereunder, LICENSEE agrees that such liability shall have a maximum amount that is no greater than the amounts received by PLS as payment from LICENSEE for the license granted hereunder.  In no event shall PLS be liable to LICENSEE for incidental or consequential damages. PLS’s sole and exclusive remedy for LICENSEE’s breach of contract or any term hereof shall be an action for damages and PLS irrevocably waives any right to obtain and/or seek equitable or injunctive relief.

 

13. EFFECT OF HEADINGS.  The title of this Agreement and the headings used on the paragraphs herein are for the convenience of reference only and do not form a part of this Agreement and shall not in any way affect the interpretation hereof.

 

14. COMPLETE AGREEMENT.  This document constitutes the complete and entire understanding and agreement of the parties, and there are no other agreements, inducements, promises and representations or understandings, oral or otherwise, relating to the subject matter hereof.  Moreover, this Agreement cannot be modified or otherwise changed, except by an instrument in writing, duly signed by the parties hereto.

 

15. WARRANTY OF AUTHORITY TO ENTER INTO AGREEMENT.  Each of PLS and LICENSEE represents and warrants to the other that it has the full right and authority to enter into this Agreement.  The person whose name appears on the submitted order hereby represents and warrants to the parties hereto that he or she is authorized to join into this Agreement.

 

16. START DATE OF AGREEMENT.  The parties have caused this Agreement to be joined into, personally or by duly authorized representatives, on the date that payment is received.