LICENSE AGREEMENT
COMMENCEMENT DATE: June 16, 2001
LICENSEE: Xx Xxxxxx, Cavalcade of Sports
ADDRESS: 00000 Xxx Xxxxxx
Xxx Xxx, Xxxxxxxxxx 00000
858/481-2207 or 212/279-7100
PROGRAM: Telesports Digest Program
NUMBER OF EPISODE PROGRAM: 500
LICENSED MEDIA: Telstar C-Band (41 footprints as per the attached)
TERM: 2 years from Commencement Date
LICENSE FEE: $500 US per episode;
$45,000 for costs of tape and dubbing to Digi-Beta
with Cavalcade of Sports logo ghost; and Shipping
costs.
PAYMENT SCHEDULE: Upon execution of agreement $59,000 US
Prior to delivery of episodes 1-125 $59,000 US
Prior to delivery of episodes 126-250 $59,000 US
Prior to delivery of episodes 251-375 $59,000 US
Prior to delivery of episodes 376-500 $59,000 US
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The Standard Terms and Conditions attached hereto are incorporated into
this Agreement and Licenses expressly acknowledges and agrees to be bound by
same.
Signatory fore Licensee warrants that he or she is authorized by
Licensee to act as Licensee's agent and bind Licensee to the terms and
conditions of this Agreements.
LICENSEE: Xx Xxxxxx and Cavalcade of Sports
By: ____/s/______________
Name: Xx Xxxxxx
Title: President
LICENSOR: Sekani, Inc.
By: /s/ .
------------------------------------------------
Name:
STANDARD TERMS AND CONDITIONS
1. AGREEMENT TO TERMS: The following actions by Licensee shall indicate
Licensee's acceptance of the terms and conditions of this Agreement (a)
acceptance of delivery of the Episode of the Program, (b) payment under the
Agreement; and/or (c) signature of this Agreement.
2. GRANT OF LIMITED LICENSE: upon receipt of an executed Agreement and
payment, Licensee shall be granted a non-exclusive license to telecast the
Episodes of the Program in the Licensed Media in the Territory, during the
Term and subject to the terms and conditions contained herein. The grant of
all rights hereunder is conditional upon payment of the Licensing Fee and
all other sums required including without limitation delivery and dubbing
costs. Use of any Episodes of the Program prior receipt of such payments or
in an unauthorized manner constitutes copyright infringement and shall
entitle Licensor to exercise all rights and remedies under applicable
copyright law. Licensee recognized Sekani's ownership rights.
3. DELIVERY AND RETURN. Licensor shall deliver to Licensee the Episodes of the
Program as identified on the first page of this Agreement on Digi Beta (the
"Tapes"). Delivery of such Tapes by Licensor to a common carrier to the
post office or to any shipping agent designated by Licensee shall be deemed
delivery to licensee, and Licensor shall not be liable for any action of
any such party. All costs for the dubbing and delivery of the Tapes shall
be borne by the Licensee and shall be due upon receipt of an invoice from
Licensor. Licensee shall return all Tapes to Licensor at Licensee's cost,
in good condition, normal wear and tear, due to proper use thereof
excepted, within 10 days of the end of the Term. Licensee is solely and
fully responsible for all loss and damage to the Tapes from the date of
delivery by Licensor to the date of return to Licensor, regardless of the
circumstances of said loss and/oar damage in the event of loss or damage
to, or licensee's failure to return the Tapes, Licensee shall pay to
Licensor, upon demand, all costs and charges (including, without
limitation, labor and service) for reduplicating said Tapes (along with an
affidavit destruction for all non returned Tapes.) In addition, all
materials which Licensee shall cause or authorize to reproduce in
connection with the...of the Program shall automatically become the
property of Licensor. Within `0 days of the end of the Term, all such
materials shall be delivered to Licensor. Further, at any time following,
the production of such materials such materials shall be made available to
Licensor for the purpose of reproduction. Licensor shall have unrestricted
rights to subsequent distribution and use of such materials in any manner
whatsoever. Payment(s) pursuant in this paragraph shall in no way confer
upon Licensee any right, title or interest in the Episode of the Program,
including without limitation, any rights under copyright.
4. EXAMINATION OF TAPES: Licensee shall examine all Tapes immediately upon
receipt. If an Tapes, when received, are so defective as to be unsuitable
for telecast, Licensee shall notify licensor in writing of such alleged
defect within three business days of the Licensee's receipt of such
Tape(s), and shall return such Tape(s) to Licensor. Licensor, at its
option, shall either: (i) deliver a physically suitable Tape of the Episode
at issue; or (ii) terminate the license as to such Episode and reduce the
License Fee the specified amount to that Episode. Licensor shall not be
responsible for any defective Tapes of which Licensee notifies Licensor
more than three business days after Licensee's receipt thereof.
5. PAYMENT/TAXES: Payment or the License Fee is due as provided in the Payment
Schedule on the first page of this Agreement. Licensee shall be charged an
agrees to pay, 11/2% per month or the maximum interest rate allowed by law
on all overdue balances. It is the essence of the Agreement that the
Licensee pay the total License Fee in the manner..cited, whether or not the
Episodes are telecast without any deduction of offset, regardless of any
claim Licensee may have or claim to have. Licensee is responsible for the
payment of all taxes and charges imposed or based upon the License,
telecast or use hereunder by Licensee. The License Fee constitutes payment
solely for Licensee's right to originals of the telecast of the Program,
only as authorized herein, and does not include any compensation to
Licensor for the...transmission thereof by other facilities. Any royalty or
loss which becomes payable to or shall be received by Licensee by virtue of
any statue, governmental regulation or operation of law in any of the
manner, as a result of retransmission of the Program by or over cable
television systems, network simultaneous transmission or otherwise shall
belong to Licensor and if received by Licensor, shall belong to Licensor
and if received by Licensee, shall be held by Licensee as agent and trustee
for Licensor and shall be promptly paid over to Licensor.
6. OWNERSHIP OF PROGRAM: All rights, title and interest in and to the Program
and all Episodes thereof, including, without limitation Tapes and all other
materials related thereto and the title or titles, names, stories, plots,
incidents, ideal, formulas, general content of the Program and all Episodes
thereof and any other literary, musical, artistic or creative material
included therein and all copyrights and other rights in the same, shall
remain the property of Licensor or other rights owners(s) if any.
7. ADVERTISING/RESTRICTIONS ON EDITING: Licensee agrees to insert commercial
announcements within the Program if any, only at points designated by
Licensor for such purpose and in a manner such that it shall be clear to
the audience that such commercial messages are not part of the Program. No
advertising of cr in the Program shall be done in a manner that constitutes
an express or implied endorsement of any product, service or sponsor by the
Program or Licensor. Licensee shall telecast the Program as delivered
without any alterations or deletions except those specifically permitted by
Licensor in writing or required by Licensor. Licensee shall telecast all
credits, trademarks, copyright notices, trace names and other symbols of
the Program, including without limitation, the Cavalcade of Sports logo
ghost, feature on the Tapes furnished by Licensor. Licensee shall not
authorize or permit any copying or duplication of the Program.
8. WITHDRAWAL OF PROGRAM: Licensor, in its sole discretion, may withdraw the
Program or any Episodes thereof if Licensor determines that the telecasting
thereof shall or may: (a) infringe upon the rights of others; (b) violate
any law, court order, government regulation or another ruling of any
governmental agency; or (c) subject Licensor to any liability. If the
Program or any Episodes thereof are withdrawn for nay of the foregoing
reasons, Licensor may substitute another program it deems comparable or
grand a proportionate reduction in the License Fee.
9. MUSICAL COMPOSITION: Licensor represents that the performing rights in the
music contained in the Program are(a) controlled by BMI, ASCAP, SESAC, or
any other performing rights society having jurisdiction; (b) in the public
domain; or (c) controlled by Licensor to the extent necessary to permit
Licensee's use of the Program hereunder. Licensee shall, at the sole cost
and expense of Licensee, be solely responsible for securing all performing
rights licensee necessary for the telecasting of each musical composition
contained in each Episode of the Program, the performing rights to which
fall within paragraph 9(A), and shall defend, indemnify and hold harmless
Licensor, its officers, agents, employees, successors and assigns, from any
liability, loss, damage or expense arising from Licensee's failure to do
so.
10. LICENSEE'S DEFAULTS: Licensor, in addition to its other rights under this
Agreement or in law or equity, may immediately terminate this Agreement if:
(a) License becomes insolvent or bankrupt or makes an assignment for the
benefit of creditors; (b) Licensee files any petition for relief under any
law or statues relating to the relief of debtors: (c) a petition is filed
against Licensee under the bankruptcy laws of an country and the petition
is not vacated within 20 days after filing; (d) any property of Licensee is
attached an if such attachment is not released within 10 days after the
date of attachment, or a receiver, liquidator, or trustee is appointed for
any Licensee's property, or; (e) Licensor breaches any of the material
terms or conditions of this Agreement and such breach is not cured within
10 days of notice. If this Agreement is terminated pursuant in this
paragraph, all unpaid amounts payable to Licensor hereunder shall
immediately become due and payable, and all Tapes delivered to and all
materials related to the Program shall be immediately returned to Licensor.
11. WARRANTIES AND INDEMNIFICATION: Licensor warrants that it has the right to
grant this license and that the use of the Program as expressly authorized
herein shall not infringe upon the property rights of any person. Licensor
shall defend, indemnify and hold harmless Licensee, and its officers,
agents, employees, successors and assigns from and against any and all
liability, damages and loss, costs and expenses (including without
limitation attorney's fees and costs), arising from or related to
Licensor's breach of its warranties hereunder. Licensee warrants that any
commercial or other material shown in connection with the Program shall no
infringe upon or violate the property rights of any person. License shall
defend, indemnify and hold harmless Licensor, its affiliates an their
respective officers, agents, employees, successors and assigns, and any
other holder(s) of rights in the Program, from and against any and all
liability, damages, and loss, costs and expenses (including without
limitation attorney's fees and costs), arising from or related to
Licensee's breach of any of its warranties and/or Licensee's use of the
Program beyond the scope of the Agreement.
12. LIMITATION OF LIALBILITY: Except for any liability which cannot be law be
excluded or limited neither Licensor nor its affiliates shall be liable to
Licensee or any other third part claiming through it for direct, indirect,
incidental special or consequential damages arising out of or relating to
the use of the Program, whether framed as a breach of warranty of
merchantability or fitness for a particular purpose. Inn tort, contract, or
otherwise. IN addition, Licensor dies not guarantee the performance of any
vendor/third party (e.g. courier and/or messenger service(s), lab(s) relied
upon by Licensor and/or Licensor for delivery of the Tapes. No failure on
the part of any vendor/third party shall be deemed a breach of this
Agreement by Licensor. IN no event shall licensor or its affiliates
liability arising from usage of the Program provided hereunder exceed the
License Fee, which of Licensee acknowledges to be fair and reasonable.
13. FORCE MAJEURE: Neither party shall be liable to the other for any delay or
failure to perform, which is due to causes beyond the control of said
party, including, but not limited to, acts of God, acts of any governmental
authority, fires, floods, power outages, hurricanes, earthquakes, strikes
or other labor disputes and xxxxx; provided, however, that failure to make
any payments provided for herein shall not be excused of any of the
foregoing reasons.
14. NOTICES: All notice hereunder shall be in writing and sent by hand, third
class US mail, certified or registered mail, confirmed facsimile or major
commercial rapid delivery courier service to the addresses set forth
herein. Notice shall be deemed to be given upon receipt.
15. MISCELLANEIOUS: The parties hereto acknowledge that they have read this
Agreement and understand it, and they agree to be bound by all of its terms
and conditions. This Agreement contains the entire agreement between the
parties and supersedes all prior understandings and/or agreements, whether
written or oral. The terms and conditions of this Agreement may both be
waived, changed or modified except by a writing signed by all parties
hereto. Licensee shall no assign this Agreement I whole or in part of any
third party without the prior written consent of Licensor. Licensor may
assign, pledge, or convey this Agreement and any or all of its rights
hereunder in whole or in part to any third party. No waiver of any of the
provisions of this Agreement shall constitute or be deemed a waiver of any
other provision hereof (whether or not similar) nor shall such waiver
constitute or be deemed a continuing waiver. No failure of either party
shall operate as a waiver of, or estpopel with respect to any subsequent or
other failure in compliance. The headings herein are for the convenience of
the parties and shall not be deemed to limited or afford any of the
provisions of this Agreement. This assignment shall inure to the benefit of
and be binding on the parties, their successors and assigns, except that
Licensee may not assign of transfer this Agreement without Licensor's prior
written consent.
a. ARBITRATION/CHOICE OF LAW: The parties hereto agree that any dispute
between them arising in connection with the Agreement, Invoice and/or
Contract, or any alleged breach thereof, shall be submitted to
arbitration to be held in New York City by and under the rules and
regulations of the American Arbitration Association, the parties
further agree to be bound to the determination of a single arbitrator
and an judgment on an award may be entered in the highest court of the
forum, state or federal, having jurisdiction. THIS AGREEMENT SHALL BE
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO NEW
YORD'S CHOICE OF LAWS RULES.
