LICENSE FOR USE OF MATERIAL TAPED BY LICENSEE
AS OF:February 28, 2014
MATERIAL INVOLVED:Taped material consisting of Queen Latifah in herThe role of “Aunt Esther Jean Johnson” rolethat first appeared in “THE QUEEN LATIFAH SHOW,” including costume (herein referred to as the "TapeCharacter").
PRODUCTION IN WHICH TAPECHARACTER IS TO BE USEDINCLUDED:
"HOT IN CLEVELAND" (the “Series”) – Episode #517 currently entitled “Strange Bedfellows” (herein referred to as the "Episode").
A.TRACKDOWN PRODUCTIONS, INC. located at 10202 West Washington Boulevard, Culver City, CA 90232 (hereinafter referred to as “Licensor”) grants gratis to HUDSON STREET PRODUCTIONS INC. located at 345 Hudson Street, 8th Floor, New York, NY 10014 (hereinafter referred to as “Licensee”) a limited non-exclusive, non-transferable (except as set forth hereunder) right (1) to produce the Tape specified abovematerials for the Episode that include the Character, subject to any restrictions or special requirements indicated by Licensor hereunder; and (2) to exhibit and otherwise exploit the Episode as set forth in Paragraph 15 below.
B.Licensor grants to Licensee a limited, non-exclusive, non-transferable (except as set forth hereunder), irrevocable right to use the TapeCharacter subject to the following terms and conditions:
1.Licensee will use the Tape only for the limited purpose of use inmay incorporate the Character in and in connection with the Episode and ancillary and subsidiary uses thereof, including advertising and promoting the Episode and in the manner set forth herein and for no other purpose. In no event will Licensee cause or authorize the exhibition of Tape other than in the Episodeincorportion of the Character into any other episode of the Series or any other television series without Licensor’s prior written consent .
2.Licensee will not use Licensor's name, logo or trademark (i.e., Trackdown Productions, Sony Television and The Queen Latifah Show) for any purpose without first obtaining Licensor's written consent, except as expressly set forth herein; provided the foregoing shall not be deemed to limit any rights Company may have as a member of the public . Incidental non-defamatory, non-derogatory references to Licensor or “THE QUEEN LATIFAH SHOW” in connection with public relations or publicity having to do with the Episode shall not require such consent.
3.Licensee warrants that neitherthose portions of the Episode nor the Tape will contain or be produced or used in any manner which is, or may be, defamatory, derogatory, unflattering or negativefeaturing the Character shall not be, defamatory to the program "THE QUEEN LATIFAH SHOW" or anyone appearing in or associated with "THE QUEEN LATIFAH SHOW" or Licensor or its parent or any affiliate thereofcompany. Licensee shall provide to Licensor for approval a copy of the most current script pages of any and all scenes featuring the “Aunt Esther Jean Johnson” character in the Episode prior to filming said scenes. Any material changes to script pages already approved by Licensor must be routed to Licensor and will be subject to Licensor's prior written approval. (not to be unreasonably withheld, conditioned or delayed).Licensor hereby acknowledges and agrees it has been provided with and approved the script pages and further agrees that Licensee has complied with all terms of this Paragraph 3.
4.Licensee agrees to provide Licensor with a digital copy of the Episode in the following format: 1920/1080i, xdcam 50, 59.94 fps, 16:9 4:3 safe mxf50 mbps (preferably via ftp or Aspera). Licensor may review its copy of the Episode for the purpose of ascertaining Licensee’s compliance with this license agreement, and may use its copy of the Episode in any other way which is in furtherance of this license agreement including without limitation, exhibition of a clip of the Tape on “THE QUEEN LATIFAH SHOW” for advertising/promotionfor archival purposes only; Licensor may not use its copy of the Episode for any other purpose.
5.Licensee will not permit the Tape to be made available to any other party at any time or in any manner other than as provided herein except as an integral part of the Episode.Intentionally Deleted.
6.Any rights, title or interest which are held by Licensor in, to and in connection with the Tape and the television program to which the Tape relatesCharacter and The Queen Latifah Show are reserved by Licensor, subject only to such limited rights as are expressly granted to Licensee hereunder.
7.Licensee acknowledges that the production and/or use of the TapeCharacter may also require consents or licenses from parties other than Licensor, including but not limited to Queen Latifah. Accordingly, Licensee understands that it does not have the right to produce or to use the Tapeexploit that portion of the Episode featuring the Character until and unless it obtains all other required authorizations, consents and releases and pays all fees necessary at any time, for the production and/or use of the TapeCharacter in the Episode as contemplated hereunder, including, but not limited to, consents from and payments (including residuals, if any) to all unions and guilds to the extent required under applicable collective bargaining agreements; and that if any music is included in the Tape, Licensee will obtain all necessary music synchronization and performing rights from the copyright proprietors of such music and such other persons, firms or associations, societies or corporations as may own or control the performing rights thereto. Licensee acknowledges and agrees that Licensor has made the WGA character payment required hereunder of One Thousand Nine Hundred Twenty-Nine Dollars ($1,929), and that Licensee shall reimburse Licensor for said payment prior to production of the Tape.exploitation of the Episode. [xx please provide names of any individuals or entities, including guilds, that we need to contact for clearance/permission/payment xx]
8.Licensor represents and warrants that it has the right to enter into this license agreement with Licensee, as well as the right to grant the rights herein granted to Licensee. Licensor, however, makes no other warranty or representation whatsoever in connection with the TapeCharacter or the television program “THE QUEEN LATIFAH SHOW.”
9.Licensee represents and warrants that it has the right to enter into this license agreement with Licensor, as well as the right to grant the rights herein granted to Licensor.
10.Licensee agrees to pay all laboratory, transportation, and all other costs that may be involved in makingproducing the TapeEpisode.
11.Without prejudice to any other right or remedy which may be available, Licensor may terminate this license in the event of any breach of any term hereof by Licensee which breach is not cured within ten (10) days of written notice by Licensor.In the event of any action or claim arising out of or related to this agreement, Licensor shall be limited to an action for money damages and Licensor specifically acknowledges that Licensor shall not be entitled to equitable or injunctive relief, all of which Licensor knowingly waives. In no event shall Licensor be permitted to prevent or inhibit the exhibition, distribution, broadcast or other use or exploitation of the Episode or the Series.
12.A.Licensee shall at all times indemnify Licensor, and its agents, employees, representatives, associates, affiliates, licensees, agents, parent and subsidiary corporations and save and hold them, and each and all of them, harmless of and from any and all third party claims, loss, cost, injury, damage, liability and expense, including reasonable outside attorneys' fees, arising out of any such claim whatsoever which may be brought based upon or relating to Licensee's production and/or use of the TapeCharacter or by reason of any breach or violation by Licensee of any provision hereof. To this end, Licensee shall provide Licensor with a Certificate of Insurance for Licensee's Advertising Agency Liability Insurance (Errors and Omissions Liabiltiy Insurance) in the amounts of One Million Dollars ($1,000,000) per claim and an annual aggregate limit of at least Three Million Dollars ($3,000,000) namingcovering Licensor, and its agents, employees,representatives, associates, affiliates, licensees, agents, parent and subsidiary corporationsparent company as an additional insured. If any third party claim is brought based upon Licensee's production and/or use of the TapeCharacter or by reason of any breach or violation by Licensee, of any provision hereof, Licensee shall immediately notify Licensor. Licensee shall assume the defense of any action or proceeding relating to any and all claims or demands based on or relating to Licensee's production and/or use of the TapeCharacter, provided that, in such event Licensor may participate in the defense of any such action or proceeding, at Licensor’s own cost and expense. In no event shall Licensee settle any claim or dispute without the approval of Licensor, not to be unreasonably withheld.
12.B.Licensor shall at all times indemnify Licensee, and its agents, employees, representatives, associates, affiliates, licensees, agents, parent and subsidiary corporations and save and hold them, and each and all of them, harmless of and from any and all claims, loss, cost, injury, damage, liability and expense, including reasonable outside attorneys' fees, arising out of any claim whatsoever which may be brought based upon or relating to any breach by Licensor of any provision of this license agreement. Licensor shall assume the defense of any action or proceeding relating to any and all claims or demands based on or relating to Licensor’s breach, provided that, in such event Licensee may participate in the defense of any such action or proceeding, at Licensee’s own cost and expense. In no event shall Licensor settle any claim or dispute without the approval of Licensee, not to be unreasonably withheld.
13.Licensee represents and warrants that it has the right to enter into this license agreement with Licensor without the consent of any third party.
14.This license agreement shall bind Licensee, the successors and assigns of Licensee and shall inure to the benefit of each of Licensor, Licensee and to the benefit of its successors and assigns.their successors and assigns. For the avoidance of doubt, Licensee shall not be prohibited from assigning or licensing the Episode for distribution in the normal course of business or as may be necessary to effectuate the production, distribution or other exploitation of the Series, or to any entity with which Licensee merges or consolidates, or which acquires all or substantially all assets of Licensee for distribution.
15.Licensor hereby grants to Licensee and its successors, licensees and assigns the irrevocable right to distribute the Tapeand exploit those scenes featuring the Character as an integral part of the Episode and in ancillary and subsidiary uses thereof, including advertising and promoting the Episode in all media, worldwide, in perpetuity. Notwithstanding the foregoing, Licensee acknowledges it shall not license any footage featuring the Character to any unrelated third party productions without Licensor’s prior written consent.
16.Any controversy or claim arising out of or relating to this license agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held in Los Angeles, County, California, before a single arbitrator, in accordance with California Code of Civil Procedure §1280 etseq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). Nothing in this paragraph shall affect either party’s ability to seek from a court injunctive or equitable relief at any time to the extent same is not precluded by another provision of this license agreement.This agreement, its validity, construction and effect shall be governed by the laws of the State of New York. The parties hereto agree to submit to jurisdiction in the State of New York.
Please indicate your agreement to the foregoing by signing in the space provided herein below.
TRACKDOWN PRODUCTIONS, INC.
By:______
Gregory K. Boone
Assistant Secretary
AGREED TO AND ACCEPTED:
HUDSON STREET PRODUCTIONS INC.
By:______
Print Name: ______
Its:______
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“THE QUEEN LATIFAH SHOW” – Character License (Aunt Esther Jean Johnson) for “HOT IN CLEVELAND”.doc
Document comparison by Workshare Compare on Monday, March 10, 2014 6:31:40 PM
Input:Document 1 ID / PowerDocs://MTVN_BALA/769187/1
Description / MTVN_BALA-#769187-v1-License_Agreement_-_Trackdown_Productions,_Inc._(SONY_Entity)_re_Queen_Latifah_Show/Aunt_Esther_Character_License_
Document 2 ID / PowerDocs://MTVN_BALA/769187/2
Description / MTVN_BALA-#769187-v2-License_Agreement_-_Trackdown_Productions,_Inc._(SONY_Entity)_re_Queen_Latifah_Show/Aunt_Esther_Character_License_
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