I (hereinafter “Grantor”) hereby grant to THIRTEEN Productions LLC (“THIRTEEN”) the rights specified in this license (the “Agreement”) under the terms and conditions provided below:
1. PROGRAM: The “Program” means the short film Grantor submits to THIRTEEN for consideration to be included as a part of Reel 13 Shorts competition (the “Competition”).
2. RIGHTS LICENSED: The non-exclusive right to duplicate, distribute, and exhibit the Program, or any part thereof, in any and all languages by any means now known or hereafter devised for four (4) Releases over each Public Television Distribution Outlet of THIRTEEN during the Term (as hereinafter defined). A “Release” means unlimited exhibitions during a consecutive seven-day period during the Term plus retransmission over limited frequency, closed-circuit and playback facilities for educational purposes during the same period and for one (1) year thereafter. “Public Television Distribution Outlets” means (i) public television station broadcast facilities, and (ii) cable channels, satellite and Educational Broadband Service systems programmed by public television stations or the Public Broadcasting Service (“PBS”) in whole or in part on a non-sponsored sustaining basis only. The foregoing rights include the right to close caption the Program for the hearing impaired, to describe the Program on a separate channel for the visually impaired, and to use the audio portion of the Program on radio, whether separately or on a simulcast basis. The foregoing rights also include the right to unlimited exhibition and distribution of the Program, or any part thereof, on any digital programming service branded or distributed by THIRTEEN or its affiliated entities, including, but not limited to, video-on-demand access, if such access is available on a basic digital tier with no pay-per-view charge, and the right to stream the Program, or excerpts therefrom, on any website or digital application controlled by THIRTEEN or its affiliated entities, as well as on any other websites, for promotional purposes, during the Term.
3. TERM: The term of the Agreement will be three (3) years commencing on the date of the first exhibition of the Program on THIRTEEN’s Reel 13 website (i.e., www.thirteen.org/sites/reel13/) or over any Public Television Distribution Outlet of THIRTEEN, whichever occurs first (the “Term”).
4. LICENSE FEE: If the Program is selected as a winning film of the Competition, , Grantor shall receive Two Hundred Fifty Dollars ($250.00) (the “License Fee”), payable within ninety (90) days after the later of approval of Materials (as hereinafter defined), receipt by THIRTEEN of any documentation requested by THIRTEEN in order to make the payment, and exhibition of the Program over any Public Television Distribution Outlet of THIRTEEN. Any federal, state and local taxes, fees and surcharges on the License Fee will be the sole responsibility of Grantor. For the avoidance of doubt and notwithstanding any exploitation by THIRTEEN of rights granted under this Agreement, in the event that the Program is not selected as a winning film of the Competition, no License Fee will be payable under this Agreement.
5. DELIVERY: The following materials (the “Materials”) shall be delivered to the Reel 13 Shorts Curator, at Grantor’s expense, on a date to be mutually agreed upon by Grantor and THIRTEEN (the “Delivery Date”): (a) One high-resolution QuickTime Master (the “Master”); (b) Music cue sheets; (c) A one (1) page description of the Program; and (d) A list of all those contractually required to receive credit together with the form of such credit. The acceptability of the Materials is subject to THIRTEEN's reasonable approval as to technical suitability for public television broadcast. If THIRTEEN deems any of the Materials unsuitable, Grantor agrees to promptly provide satisfactory substitute materials until THIRTEEN so approves or, at THIRTEEN's option, THIRTEEN may produce satisfactory materials and deduct the cost thereof from the License Fee. Failure to timely deliver acceptable Materials to THIRTEEN shall be deemed a material breach of this Agreement and THIRTEEN, in addition to all other remedies available to it, may terminate this Agreement and Grantor shall be liable for the full cost of any damages sustained by THIRTEEN as a result of such breach, and, for the avoidance of doubt, no License Fee will be payable.
6. PROMOTION AND PUBLICITY: THIRTEEN may use, and authorize others to use, in any manner or media now known or hereafter devised, the title of the Program, excerpts from the Program, all delivered promotional material, and the names, voices, likenesses, and biographical information about all persons appearing in or performing services in connection with the Program for advertising, publicizing, or promoting the Program and any series in which it is included during the Term, and for the institutional promotional purposes of THIRTEEN and its licensees in perpetuity without any compensation due to Grantor. The foregoing rights include, but are not limited to, the right to publish and copyright or cause to be published and copyrighted in its name or that of its nominee selections from the Program not to exceed 2000 words for advertising and publicity purposes.
7. EDITING: THIRTEEN may not cut, edit, alter or modify the Program without Grantor’s permission, except that THIRTEEN will have the right to cut, edit, alter and modify the Program credits in order to comply with time requirements.
8. OWNERSHIP: As between Grantor and THIRTEEN, all right, title, and interest, including the copyright in and to the Program belongs solely and exclusively to Grantor, subject to the license granted in this Agreement.
9. REPRESENTATIONS AND WARRANTIES: Grantor warrants and represents that:
(a) Grantor has the right to enter into and perform this Agreement and to grant the rights herein granted; (b) Grantor has secured and paid for all rights, releases, clearances and licenses with respect to all elements contained in the Program and THIRTEEN will not be required to incur any additional expense of any kind with regard to the exercise of the rights granted herein; (c) no claim or litigation is pending or threatened with respect to the Program or any element contained therein; and Grantor shall notify THIRTEEN of any such claim or litigation promptly upon Grantor’s knowledge thereof; (d) neither the Program, the Materials, nor the exercise by THIRTEEN of the rights granted it hereunder will infringe upon or violate the privacy of or constitute a libel or slander against or violate any copyright, trademark, literary, artistic, dramatic, musical, or any other right, of any third party; (e) Grantor has not and shall not do anything which might interfere with THIRTEEN's enjoyment of the rights granted to it herein; (f) no monies have been or will be paid by Grantor to any person for influencing or attempting to influence an officer or employee of any federal agency or Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement or the extension, continuation, renewal, amendment or modification of any Federal contract, grant, loan or cooperative agreement; and, (g) in conformity with Section 507 of the U.S. Federal Communications Act, Grantor has not accepted, and will not accept, or agree to accept, any monies, services or other consideration for the inclusion of commercial material or matter in, or as part of, the Program without the disclosure of same in the credits of the Program.
10. INDEMNIFICATION AND RELEASE: Grantor agrees to indemnify, defend, and hold harmless THIRTEEN, its officers, directors, agents and employees and any entity authorized by THIRTEEN to exhibit the Program, from and against any and all claims, damages, liabilities, costs and expenses, including attorney's fees, arising out of or relating to the breach or alleged breach of any warranty, representation or agreement made by Grantor herein. In addition, Grantor fully releases THIRTEEN from any and all liability in connection with the Competition, but excluding gross negligence or willful acts by THIRTEEN in connection with the Competition.
11. NO OBLIGATION TO BROADCAST: Nothing contained in this Agreement obligates THIRTEEN to broadcast or otherwise exhibit the Program.
12. DISQUALIFICATION: Grantor acknowledges that THIRTEEN reserves the right, in its sole discretion, to disqualify any person (including Grantor) tampering with the Competition submission process. THIRTEEN further reserves the right, in its sole discretion, to cancel, suspend, terminate or modify the Competition if not capable of completion as planned, including due to force majeure, technical corruption, or any other causes beyond THIRTEEN’s control that corrupt or affect the administration, security, fairness, integrity or proper conduct of the Competition.
(a) Nothing herein shall be deemed to create any association, partnership, or joint venture between Grantor and THIRTEEN. (b) THIRTEEN may assign this Agreement to any subsidiary, parent, or affiliate of THIRTEEN. (c) This Agreement shall be governed by the laws of the State of New York applicable to contracts made and wholly to be performed therein. (d) This Agreement embraces the entire understanding between Grantor and THIRTEEN and may not be altered or modified except in a writing signed by the parties. A waiver by either party of any breach or default by the other party may not be construed as a waiver of any other breach or default by such other party.