ON MY BLOCK FILMS - LICENSE AGREEMENT
I (hereinafter “I,” “Me,” “My,”) hereby grant to On My Block Films, LLC (“OMB”), a New York limited liability company, a license for the rights specified herein under the terms and conditions provided for in this agreement.
Now, therefore, in consideration of the mutual promises, conditions, and covenants contained herein, the parties agree as follows:
1. Rules and guidelines regarding submissions. I hereby acknowledge and agree to abide by the following rules and guidelines with respect to My submission of a short film (“Short”) to the 2013 On My Block Film Festival (“Festival”):
1.1 The total running time of My Short must be between one minute and three and a half minutes, exclusive of credits;
1.2 For the purposes of the Festival, My “block” will be considered to be limited to My street (“Block”) and not the entire quadrant. For example, if I live on Union St. between Henry St. and Clinton St., My Block will only include locations on Union St. between Henry St. and Clinton St.
1.3 All non-English dialogue in My Short will be subtitled.
1.4 My Short must contain, at minimum, four (4) cast and/or crew members, inclusive of Me, who reside on My Block. There is no maximum number of cast and/or crew members; however, I will be allowed a maximum of two additional (2) cast and/or crew members who are not residents of My Block.
1.5 I must film all interior and exterior scenes included in the Short on My Block;
1.6 I am responsible for supplying My own equipment and filmstock and may film My Short using any type of camera;
1.7 My Short may only be filmed and edited between July 1, 2013 and October 31, 2013;
1.8 My Short must be submitted online at www.onmyblockfilms.com by 11:59 PM on October 31, 2013;
1.9 I will write the very first sentence of the Description field on the OMB Vimeo Channel for my film to include the borough and street it was made on and that it was made as part of www.onmyblockfilms.com. For example, it should read, “This film was made on Union St. between Henry & Clinton in Brooklyn as part of www.onmyblockfilms.com.
1.10 I will write out all credits (crew and cast) for my film in the Vimeo Description section listing who is a neighbor and who is a non-block resident. I understand that I am allowed to list only the first name and first initial of last name if that is preferred due to privacy.
1.11 OMB shall have the sole, exclusive, and absolute discretion to either approve or reject submissions and may deem My Short ineligible for any reason whatsoever;
1.12 All Shorts that have been approved by OMB will be screened online at a Vimeo webpage designated by OMB for the Festival (“OMB Vimeo Channel”) and the OMB website from the time they are approved. After My Short has been approved by OMB and added to the OMB Vimeo Channel, the public will be able to vote on My Short by “liking” the Short on the OMB Vimeo Channel. The earlier My Short is submitted, the more time I will have to get votes from the public;
1.13 The top-scoring thirty (30) Shorts according to the Online Vimeo “likes” will advance to the Judge’s round. Judges will rate Shorts on a scale of 1 to 5 stars (5 being the best) based on the Short’s original storytelling, creativity, and entertainment value. The top-scoring fifteen (15) Shorts in the Judge’s round will be screened at a physical festival event in NYC in November 11, 2013.
1.14 Prizes will be given out to Shorts with the highest Total Score in the following categories:
1.14.1 Best Narrative Film
1.14.2 Best Documentary Film
1.14.3 Best In Show
1.14.4 Best Non-NYC Film
2.1 Territory. The territory of this agreement shall be worldwide (“Territory”).
2.2 Term. The term of this agreement shall be perpetual (“Term”).
3. Grant of rights. I hereby grant OMB the following rights in the Short throughout the Territory during the Term:
3.1 OMB shall have the nonexclusive right, license, and authority to exhibit, broadcast, transmit, and otherwise make the Short available in all manner and media, whether now known or hereafter devised, including, without limitation, on OMB’s website at www.onmyblockfilms.com, on the OMB Vimeo Channel, on other websites on the Internet, and by all forms of Internet, television, film, radio, theatrical, or other multimedia exhibition, broadcast, or transmission, whether now known or hereafter devised..
3.2 OMB shall have the nonexclusive right, license, and authority to publicly exhibit the Short, along with other Festival submissions, in connection with the Festival in as many screenings as required by OMB and shall have the further nonexclusive right to publicly screen the Short in repeat showcases or screenings throughout the Term of this agreement. All ticket sales in connection with the festival and repeat screenings are property of OMB.
3.3 OMB shall have the nonexclusive right, license, and authority to make and fix copies of the Short in any and all media, whether now known or hereafter devised, and to include the Short, and any and all elements thereof, on compilations of Festival submissions and to make and distribute copies of such compilations for all commercial, promotional, or other purposes without any further compensation due to Me for such use.
3.4 OMB shall have the further nonexclusive right, license, and authority, throughout the Territory during the Term, to use and authorize others to use clips, scenes, or excerpts from the Short and the name, sobriquets, voice, likenesses, and biographical information of Me and all persons appearing in or performing services in connection with the Short, in and in connection with the publicity and promotion of the Festival and any institutional or commercial purposes of OMB and its licensees, in any and all media, whether now known or hereafter devised, without any compensation due to Me for such uses.
4. Ownership. As between OMB and Me, all right, title, and interest, including the copyright in and to the Short, will belong solely and exclusively to Me, subject to the licenses granted herein.
5. Holdbacks. I shall promptly provide OMB in writing with any distribution restrictions or holdbacks relating to the Short which are in effect at the time of My submission of the Short or which go into effect after My submission of the Short.
6. Reliance. I understand that OMB is spending time and money in reliance on the rights granted in this agreement and that for this and other reasons, the rights granted to OMB herein shall be irrevocable.
7. Materials. I shall deliver the following materials (collectively, the “Materials”) to OMB on or before October 31, 2013:
7.1 One high-resolution 1080p HD Quality master of the Short;
7.2 complete music cue sheets for the Short;
7.3 a complete list of all required credits for the Short, including the form of credits; and
7.4 copies of fully executed agreements regarding all rights, releases, clearances, and licenses relating to My Short that are deemed necessary by OMB, in its sole and exclusive discretion.
8. Editing. OMB shall have the right to cut, edit, alter, and modify the Short to comply with time requirements for Festival submissions.
9. Representations and warranties. I hereby represent and warrant that:
9.1 I have the full right and legal authority to enter into and perform all obligations under this agreement and that the consent of no third party or parties is required for OMB to exploit the rights granted under this agreement;
9.2 I have secured and paid for all necessary rights, releases, clearances, and licenses with respect to all elements contained in the Short and OMB will not be required to incur any additional expense of any kind with regard to the exercise of the rights granted to OMB herein;
9.3 no claim or litigation is pending or threatened with respect to the Short or any element contained in the Short; and I shall notify OMB of any such claim or litigation, or threat of such claim or litigation, promptly upon My knowledge thereof;
9.4 neither the Short, the Materials, nor the exercise by OMB of the rights granted in this agreement will infringe upon or violate the privacy of; constitute a libel or slander against; or violate any copyright, trademark, literary, artistic, dramatic, musical, or any other right of any third party;
9.5 I have not and shall not do anything which might interfere with OMB’s enjoyment of the rights granted in this agreement; and
9.6 no monies have been or will be paid by Me 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.
10. Indemnification. I hereby agree to indemnify, defend, and hold harmless OMB, its officers, members, directors, agents, and employees and any entity authorized by OMB to exhibit or distribute the Short, from and against any and all claims, damages, liabilities, costs, and expenses, including, without limitation, attorney’s fees, arising out of or relating to the breach or alleged breach of any warranty, representation, or agreement made by Me herein.
11. Remedies. In the event of a breach of this agreement, whether or not such breach is material, My remedies shall be limited solely to an action at law for monetary damages actually suffered, if any. In no event shall I be entitled to seek to or obtain injunctive or other equitable relief in connection with this agreement, or) restrain or otherwise interfere with exploitation of the rights granted to OMB in this agreement, all such remedies being hereby expressly waived by Me.
12. Notices. All notices to be given to OMB hereunder shall be addressed to OMB at the address set forth below or at such other address as OMB shall designate in writing to Me from time to time. All notices shall be in writing and shall either be sent by certified mail (return receipt requested), facsimile (with written confirmation of transmission), or delivery, all charges prepaid. All notices shall be deemed given three (3) business days after deposit in the US mail system if mailed, or upon actual receipt (with written confirmation of transmission in case of a fax) if faxed or delivered.
68 Jay Street, Ste. 503
Brooklyn, NY 11201
Attn: Mary Crosse
13. Further documents. I agree to execute, acknowledge, and deliver to OMB and to procure the execution, acknowledgment, and delivery to OMB of any additional documents or instruments that OMB may reasonably require to effectuate fully and carry out the intent and purposes of this agreement. If I shall fail to execute and deliver any such documents or other instruments, within ten (10) calendar days after such documents or instruments are delivered to Me, OMB shall be deemed to be, and I hereby irrevocably appoint OMB, the true and lawful attorney-in-fact of Me, to execute and deliver any and all such documents and other instruments in the name of Me, which right is coupled with an interest.
14. FCC. In conformity with Section 507 of the US Federal Communications Act, I hereby warrant and represent that I have not, and will not hereafter, 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 Short without the disclosure of the same in the credits of the Short.
15. No partnership. Nothing in this agreement shall be construed to create any association, partnership, or joint venture between Me and OMB.
16. Assignment. OMB may license, sublicense, and assign this agreement (or any of OMB’s rights hereunder), in whole or in part, to any person, firm, corporation, or other entity. Nothing contained herein shall imply anything to the contrary.
17. No obligation to exploit. Nothing in this agreement shall be deemed to obligate OMB or its successors or assigns to exhibit, distribute, or otherwise exploit the Short, or any part thereof, whether in connection with the Festival or otherwise, and I hereby release OMB from any liability for any loss or damage I may suffer by reason of OMB’s failure to utilize the Short.
18. Severability. In the event that any provision of this agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this agreement shall remain valid and enforceable according to its terms.
19. Governing law. This agreement shall be governed by the laws of the State of New York applicable to contracts entered into and wholly to be performed therein.
20. Entire agreement. This agreement embraces the entire understanding between Me and OMB, supersedes any prior oral or written agreements relating to the subject matter hereof, and may not be altered or modified except in a writing signed by both parties. A waiver by either party of any breach or default by the other party shall not be construed as a waiver of any other breach or default by such other party.