IN FILM OR TV/VIDEO
J:\GMR\FORMS\RELEASE|BRANDEDMAT\ 1
Subject to the agreement to the terms of this Limited Release dated June 10, 2014 (“Release"), Starbucks Corporation, 2401 Utah Avenue South, Seattle, Washington 98134 ("Starbucks"), hereby gives to Manhouse Production LLC whose address is 325 Hudson Street, Suite 601, New York, NY 10013 ("Company") permission to use certain branded and/or proprietary materials described below (the "Materials"), all in accordance with the terms and conditions of this Release.
1.Materials. For purposes of this Release, "Materials" shall mean and include the following: Interior and/or exterior shots of Starbucks Store #18860 located at 393 Third Avenue, New York, NY 10016 and Starbucks Store #2879 located at 216 South Highland Avenue, Ossining, NY 10562 (the “Location(s”)); Starbucks name and/or logo; and Starbucks branded cups.
2.Purpose/Nature of Use. Company may photograph/film the Materials as part of an episode of the web series entitled “Comedians in Cars Getting Coffee” ("FilmEpisode"). Permission to use the Materials is conditioned on the Materials being used as set dressing and background only. In the event that any script uses the Materials as featured props (ie, props that are handled or mentioned during the course of the FilmEpisode), Company agrees to use the Materials in accordance with Starbucks directionsthe terms of this Agreement. Company represents and warrants that nothing in the context in which the Materials will be used will be used in a manner intended to be derogatory or dilutive to the Materials, or to Starbucks reasonable business judgment, or would imply that Company is affliated with, sponsored or endorsed by Starbucks. Furthermore, if any script or dialogue mentions or references coffee, Starbucks, or the coffee business and includes any of the Materials, the script shall be subject to Starbucks prior written consent and the Company agrees to submit the script to Starbucks for approval. Any non-derogatory/non-incidental references to the Materials shall be permissible. The tentative Release/Air Date of the Film Episode will be June 19, 2014.
- Consideration. In consideration of Starbucks permission, Starbucks shall receive the opportunity for publicity that the Materials will receive upon Company’s inclusion of the Materials in the Episode.
Company shall provide Starbucks with a clip of the portions of the Film incorporating the Materials or referring to Starbucks for Starbucks internal business purposes including Starbucks Annual Shareholders Meeting.
4.Permitted Uses: Starbucks acknowledges that Company, its successors, assigns and licensees may exhibit the Film Episode in perpetuity worldwide in all media now known or hereafter devised. However, Company shall not use the Materials for advertising, publicity or promotion or on any associated products other than in trailers advertising the Film Episode without Starbucks prior written consent. Except for time sequence editing, In no event shall Company shall not otherwise edit, crop or otherwise alter any Materials without prior, written consent. No other use is to be made of the Materials or any part thereof. All use of Starbucks Materials and artwork is subject to final review and approval by Starbucks. All rights not granted to Company are reserved to Starbucks. Nothing stated in this Release obligates Company to exercise any of the permitted uses in the FilmEpisode.
5.Accurate Reproduction. Company agrees to accurately reproduce the Materials and any portions thereof. Company shall use only Starbucks artwork. , unless Starbucks has authorized Company to reproduce the Materials. All expenses of producing and/or reproducing the artwork or materials shall be borne by Company. If Starbucks expressly agrees that Company may prepare artwork for the EpisodeFilm related to Starbucks Company hereby acknowledges that such designs will be prepared for the benefit of Starbucks and Starbucks shall be the sole owner of such designs.
6.Ownership. Starbucks name, logos and trademarks (“Starbucks Marks”) are owned by Starbucks Corporation. All use, if any, of the Starbucks Marks by Company shall inure solely to the benefit of their respective owners. Company acknowledges that the permission granted under this Release is expressly limited to the uses stated herein and that nothing in this Release is intended to convey any license or other right in or to the Materials to Company. Without limitation to the foregoing, Starbucks shall retain all copyrights in the Materials and Company shall retain all copyrights in the Episode. Company shall not use Starbucks' trademarks in any manner that wouldintended to demean, disparage or dilute the marks or Starbucks or would imply that Company is affiliated with, sponsored or endorsed by Starbucks. All marks shall bear proper legal notices as directed by Starbucks (e.g.- ®, ™). No Materials containing the likeness of any person shall be used without Starbucks' prior approval.
7.Starbucks Warranties. Company accepts the Materials "as is," without any warranty whatsoever, and Starbucks makes no representations, express or implied, with respect to the Materials and expressly disclaims any warranties of merchantability, or fitness for a particular purpose and non-infringement of third party rights.
8.Insurance and Indemnification. Company shall obtain and maintain commercial general liability insurance, in an amount of not less than Two Million Dollars ($2,000,000). All policies of insurance shall include Starbucks as an additional insured, and shall contain cross liability and severability clauses protecting Starbucks with respect to claims by Company or other persons as if Starbucks were separately insured. If permission to use a location is to be provided by Starbucks, then at Starbucks request, Company shall also include the named landlord as an additional insured. Prior to the commencement of production (or as soon as practicable thereafter), Company shall provide Starbucks with a certificate of insurance evidencing such coverage, which certificate of insurance shall also indicate that the coverage represented thereby shall not be canceled nor modified until at least thirty (30) days prior written notice has been given to Starbucks. Notice of cancellation shall be in accordance with policy provisions. Company (or Company’s payroll company) shall also maintain Workers' Compensation Insurance and employers liability coverage in accordance with the laws of the state where the production takes place. Except if due to the negligence or willful misconduct of Starbucks, its officers, directors, agents or employees, Company shall indemnify, protect, defend and hold harmless Starbucks, its officers, directors, agents and employees (collectively for purposes of this paragraph, "Starbucks") from and against any and all third party liabilities, judgments, penalties, claims, demands, suits, causes of action, losses, expenses or damages, including but not limited to, reasonable outside attorneys' fees and expenses and court costs (collectively, "Claims") of third parties for: (i) personal injury or bodily injury to any person whomsoever; (ii) for loss of, damage to, or destruction of, any property whatsoever, in any manner arising out of or in any way connected with the FilmEpisode; (iii) any act or omission by Company, or their contractors, agents or employees, except for any Claims or losses resulting from the willful or grossly negligent acts or omissions of Starbucks, its employees or agents; and (iv) infringement or alleged infringement by Company of any third party trademarks, copyrights or other intellectual property.The foregoing indemnity shall survive the termination or expiration of this Release.
- Addenda. This release incorporates the following addenda (if checked):
__X_ Location Addendum.
10.General Terms and Conditions. This Release shall be effective when signed by an authorized officer of Company and of Starbucks. Company may not transfer, assign or sublicense its rights under this Release. Notwithstanding the foregoing, Company may freely assign the copyright in and to the Episode to . Company acknowledges that the unauthorized use of the Materials could cause irreparable harm to Starbucks and that, in the event of a material breach of this Release by Company, Starbucks shall be entitled to an injunction in addition to any other remedies available at law or in equit except that in no event shall an injunction be granted to enjoin the production, distribution or broadcast of this Episodey. This Release shall be governed by the internal laws of the State of Washington, without regard to conflicts of laws principles.
AGREED AND ACCEPTED:
MANHOUSE PRODUCTION LLC
By:
Title:
Date:
STARBUCKS CORPORATION
By:
Title:
Date:
061014_LIC_Manhouse Production LLC.docx
MARCOM-COM-030968
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LOCATION ADDENDUM
This Location Addendum (this "Addendum") is attached to and incorporated by reference into that certain Limited Release for Use of Branded Materials dated June 10, 2014 (the “Release”) between Starbucks Corporation "Starbucks") and Manhouse Production LLC ("Company”) with respect to the location use requested by Company in connection with an episode of the production tentatively entitled “Comedians in Cars Getting Coffee” (“FilmEpisode”). All matters regarding the use of the location or Starbucks property not explicitly addressed by this Addendum shall be in accordance with the terms of the Release.
Company plans to use the Starbucks Store #18860 located at 393 Third Avenue, New York, NY 10016 and Starbucks Store #2879 located at 216 South Highland Avenue, Ossining, NY 10562 (the “Location(s)”) as follows:
Dates: ______
Permitted Uses: Filming/photographing exterior and/or interior shots of the Lociations; Starbucks name and/or logo; Starbucks branded cups. No permission is granted to photograph/film the name, logo or products of any non-Starbucks entites.
It is Starbucks understanding and Company acknowledges that except as specifically permitted by this Addendum, the production of the FilmEpisodewill not obstruct or impede the business at the Location.
In addition to any consideration provided for in the Release, the following fees and sums shall apply to the use of the Location: NONE
If Company engages any person employed by Starbucks in any capacity in connection with the FilmEpisode, it is acknowledged and agreed that Company (or its payroll services company, as applicable) shall be deemed the employer for all purposes and pursuant to any applicable law with respect to those services.
Company is solely responsible for obtaining written releases from any persons who may be photographed or be present at the Location in connection with this FilmEpisode.
Company understands and agrees that Starbucks may not be the sole owner of the Location and that obtaining the permission of the owner of the Location may be a condition of Starbucks permission hereunder.
Without limiting the Insurance and Indemnification provision of the Release, Company agrees to leave the premises in the same order and condition as when entered by Company, subject to an inspection by Starbucks. In the event Starbucks claims Company is responsible for any verified damage or injury at the premises,Starbucks must notify Company in writing within five (5) business days of the date Company vacates the licensed premises.
The undersigned acknowledges that nothing contained herein obligates Company to exercise any of the rights, licenses or privileges granted to Company by this Addendum.
AGREED AND ACCEPTED:
STARBUCKS CORPORATIONMANHOUSE PRODUCTION LLC
By: By:
Name: Name:
Title: Title:
Date: Date:
061014_LIC_Manhouse Production LLC.docx
MARCOM-COM-030968
pg. 1