VIDEO CLIP LICENSE AGREEMENT

FOR

WEB SITE INTEGRATION OF VIDEO CLIPS

THIS VIDEO CLIP LICENSE AGREEMENT (“AGREEMENT”) is made and entered into this ____ day of ___________________, 20____ by and between ______________________, who is the owner and holder of the copyright to certain motion picture film footage identified herein (hereinafter “Owner”) and ______________________, who is the creator and owner of a certain site on the World Wide Web who wishes to integrate a portion of the film footage of Owner into said web site (hereinafter “Licensee”).

Background Information

1.                Owner represents and warrants to the Licensee that it is the sole and exclusive owner of certain film footage which is described in Exhibit “A” attached hereto and made a part hereof (hereinafter referred to as the “Video Clip”).

2.                Owner represents and [Paragraph Omitted But Included In Fully Licensed Version]

3.                Licensee maintains a site accessible through the World Wide Web, which site is located at http://www.________________.com.

4.                Licensee wishes to obtain a license to use the Video Clip in connection with its Web Site and Owner wishes to grant Licensee such a license subject to the terms and conditions set forth in this Agreement.

5.                Owner represents and warrants that it has full and unrestricted power and authority to enter into this Agreement and to grant Licensee the license to use the Video Clip as set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties, and for other good and valuable consideration, each intending to be legally bound hereby, do promise and agree as follows:

ARTICLE I

GRANT OF LICENSE

1.1            Owner hereby grants to the Licensee, the non-exclusive right and license to use the Video Clip, or any portion [Paragraph Omitted But Included In Fully Licensed Version]

1.2            The license granted hereunder shall be a non-exclusive, worldwide, royalty free (subject only to the one time licensing [Paragraph Omitted But Included In Fully Licensed Version]

1.3            The term of this license shall be perpetual, unless terminated pursuant to the terms hereof.

1.4            The license granted herein shall be limited to the right to integrate the Video Clip into the Web Site of the Licensee.  Licensee shall have no right to offer the Video Clip for s [Paragraph Omitted But Included In Fully Licensed Version]

1.5            Licensee shall be permitted to use portions, and not the entire Video Clip, in connection with its Web Site without violating any rights of the Owner hereunder.  The License [Paragraph Omitted But Included In Fully Licensed Version]

1.6            It is acknowledged and agrees by the Owner that users who access the Licensee’s Web Site will be permitted to view and hear the audio of the Video Clip upon accessing the Licensee’s Web Site and that such access by users shall be permitted pursuant to the terms hereof.  It is further acknowledged by the Owner that the Licensee cannot prevent users from violating the copyrights and other proprietary rights [Paragraph Omitted But Included In Fully Licensed Version]

1.7            The License granted herein includes the right [Paragraph Omitted But Included In Fully Licensed Version].

1.8            Owner hereby grants to the Licensee the right to use the name of the Owner and the composer and artists involved in the Video Clip [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE II

COMPENSATION FOR LICENSE

2.1            In consideration of the license granted herein, Licensee agree to pay a one-time license fee to the Owner in an amount equal to $_______ (“License Fee”).

2.2            Such License Fee shall be due and payable in full within ten (10) days following the execution of this Agreement.  The right to use the Video Clip pursuant to this Agreement shall not commence until such License Fee is paid in full.

ARTICLE III

TERM OF LICENSE

3.1            This License Agreement shall be effective upon execution by both parties; provided however, that the Licensee’s right to use the Video Clip shall not commence until the License Fee as set forth above is paid in full.

3.2            The license granted hereunder to use the Video Clip within the scope and terms set forth herein shall [Paragraph Omitted But Included In Fully Licensed Version]

3.3            Owner shall have the right to terminate this Agreement and the license granted herein upon written notice to the Licensee upon the occurrence of the following events:

A.                Licensee makes any use of the Video Clip beyond the scope of the license granted herein.

B.                Licensee files a petitions in bankruptcy or an involuntary bankruptcy petition is filed against Licensee, [Paragraph Omitted But Included In Fully Licensed Version]

C.                Licensee assigns or attempts to assign this License Agreement in violations of the terms hereof.

D.                Licensee engages in any activity which infringes upon any trademark, copyright, patent, or other proprietary right of the Owner.

3.4            Upon any termination of this Agreement, Licensee shall cease and desist from all use of the Video Clip and shall immediately remove the Video Clip from its Web Site.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

      Owner makes the following representations and warranties to the Licensee, which representations and warranties shall apply during the term of this Agreement and shall continue to apply following the terminations of this Agreement.  Owner shall indemnify and hold the Licensee harmless from and against matters that arise relating to the representations and warranties of the Owner made herein.

4.1            Licensor is the sole and exclusive owner of the Video Clip and the copyrights and other proprietary rights contained therein.

4.2            The Video Clip do not infringe upon or violate the copyrights, trademarks, patents, or other proprietary rights of any other party.

4.3            Owner has the unrestricted right and power to enter into this Agreement and to license the Video Clip to the Licensee as provided herein.

4.4            There are no other agreements, court orders or the provision of any  law or administrative rule that interfere with the Owner’s right to license the Video Clip hereunder.

4.5            Owner has obtained all necessary consents, permissions, licenses and other documents from film production companies, studios, actors guilds, recording companies, composers, musicians, musician unions or other labor unions, copyright owners and others with any interest in the Composition or who performed on the Video Clip, at Owner’s sole cost and expense and will indemnify and hold Licensee harmless from and against any and all claims, suits, threats, demands, actions and causes of action brought directly or indirectly by any of these parties.

ARTICLE V

COPYRIGHT NOTICES/RETAINED RIGHTS

5.1            Licensee shall place on its web site a notice of copyright relative to the Video Clip and credits to the scree [Paragraph Omitted But Included In Fully Licensed Version]

5.2            Owner shall retain the copyright to the Video Clip and all right, title and interest in and to the Video [Paragraph Omitted But Included In Fully Licensed Version]

5.3            Licensee hereby agrees to and acknowledges the rights retained by the Owner hereunder and acknowledges that the Owner shall retain all exclusive rights of the owner and holder of a [Paragraph Omitted But Included In Fully Licensed Version]

5.4            Owner shall have the sole right to pursue any party that infringes upon the Owner’s Copyright or other proprietary [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE VI

RESPONSIBILITY FOR WEB SITE

Licensee shall be solely responsible for the content of its Web Site and for assuring compliance of such site with applicable laws.  Licensee shall hold Owner harmless from and against any and all claims related to the content of the Licensee’s Web Site.

ARTICLE VII

MISCELLANEOUS PROVISIONS

7.1   Notices. Any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall deemed to be delivered if transmitted via Email at the Email addresses listed below, except for any notice of termination of this Agreement which shall be in writing and sent by United States Mail, Certified Mail, Return Receipt Requested and shall be deemed to have been delivered five (5) business days after the date of mailing. Addresses and Email addresses for such notices shall be:

If To Owner: _____________________________________________

If To Licensee: ______________________________________________

7.2   No Assignment. Neither this Agreement nor any right, interest, duty or obligation hereunder may be assigned by the parties hereto.

7.3   In interpreting the terms of this Agreement, the parties agree that the laws of the State of ___________ shall be applicable. All suits permitted to be brought in any court shall be venued in __________ County, State of ____________.

7.4   This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between the parties related to the subject matter of this Agreement. This Agreement may be changed, modified or amended only in a written agreement that is duly executed by authorized representatives of the parties. If any provisions hereof is deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability of effectiveness of the remainder of the Agreement shall not be effected and this Agreement shall be enforceable without reference to the unenforceable provision. No party’s waiver of any breach or accommodation to the other party shall be deemed to be a waiver of any subsequent breach.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth first above, with full knowledge of its content and significance and intending to be legally bound by the terms hereof.

EXHIBIT A

VIDEO CLIP

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