By submitting this application, I agree that Global Peace Film Festival and FusionFest can use the film I submit to show in promotions for the festival and related events. I understand that this is an Intent to Participate, and that I will be contacted if selected for the next phase.
NON-EXCLUSIVE FILM LICENSE
THIS NON-EXCLUSIVE FILM LICENSE (this “Agreement”) is made and entered into as of the date set forth below, by and between the undersigned filmmaker licensor (the “Licensor”), at the address set forth below, and FusionFest, Inc., a Florida Not For Profit Corporation, and its designees, affiliates, licensees, successors and assigns (collectively, the “Licensee”), at P.O. Box 1393, Orlando, FL 32802, to license certain rights in and to Licensor’s documentary motion picture set forth below (the “Film”). Licensor and Licensee are sometimes referred to herein individually as the “Party” and collectively as the “Parties.”
LICENSE TERMS: (a) By submitting the Film to Licensee, the Licensor does hereby grant to Licensee the irrevocable, non-exclusive, royalty-free right to reproduce, distribute, publicly perform and publicly display the Film in connection with the Licensee’s “FusionFest” festivals, websites, and social media platforms, including, without limitation, Licensee’s “MYgration Films” contest (collectively, the “Festival”), in any and all manner, mediums, media or technical formats, whether now known or hereafter devised, throughout the universe, in perpetuity, and in any and all advertisements, promotions, marketing, transmission, broadcast, distribution, exhibition and/or other commercial exploitations thereof. The undersigned Licensor acknowledges and agrees that the publicity and exposure that Licensor will receive from such use by Licensee shall constitutes sufficient, valuable, and complete consideration for the rights granted herein to Licensee, and that there shall never be payment of any monetary compensation of any kind whatsoever to Licensor in connection with the rights granted herein.
(b) Without limiting the foregoing, Licensor also acknowledges and agrees that Licensee shall be entitled to sublicense and/or transfer the rights granted herein, in Licensee’s sole discretion, to other third party entities, including, without limitation, to the Global Peace Film Festival, Inc., a Florida Not For Profit Corporation, for use in connection with its designated film festivals, websites, and social media platforms, and to the Historical Society of Central Florida, Inc., a Florida Not For Profit Corporation for use in connection with its museum, websites, and social media platforms (including, without limitation, reproducing and distributing a low resolution copy of the Film if a patron of the museum requests such a copy).
DELIVERY: Licensor shall provide Licensee a digital copy the Film to Licensee’s designated Internet domain website location, in broadcast quality with no errors or faults in the Film, and within the specified time period, all as set forth in the official rules of Licensor’s “MYgration Films” contest (the “Rules”), which Rules Licensor does hereby agree and accept upon submission of Film to Licensee. Upon request by Licensee, or its designees and/or licensees, Licensor shall use its best efforts to immediately replace a faulty digital copy of the Film. All such copies of the Film will not be returned to Licensor.
OWNERSHIP: Licensee acknowledges and agrees that except for the rights granted under this Agreement and under the Rules, that all Intellectual Property rights in and to the Film (including, without limitation, copyrights) are exclusively owned by, and the sole property of, Licensor; provided, however, that Licensee, and its designees and licensees, shall be granted the right to modify, re-size and/or edit the Film for use in the Festival and/or to utilize any of the rights granted pursuant this Agreement. However, Licensor agrees that Licensee shall not be obligated to utilize any of the rights granted by Licensor hereunder.
NAME AND LIKENESS: Licensee shall have the right to use, and to permit others to use, Licensor’s name (both legal and professional, and whether presently or hereafter used), likeness, photograph (visual or audiovisual), biographical material, and other identification
concerning the Licensor in connection with the Festival and the rights granted hereunder, for purposes of trade, commercial exploitation and otherwise, including, without limitation, any and all ancillary and subsidiary rights therein, in any and all languages, and in the advertising, publicizing, promotion, exhibition, and/or other marketing of the Festival and the rights granted herein, in any manner, mediums, media, technical formats, and by any other means, now known or hereafter devised, throughout the universe, in perpetuity.
PUBLICITY: In any marketing or advertising materials made in connection with the Film for the intended use as set forth herein, Licensee, and its designees and licensee, will: (a) use the full and correct title of the Film, and (b) display all credits set forth in the Film as designated by the Licensor, e.g., the director, writer, and producer(s) of the Film.
INDEPENDENT CONTRACTOR: The Parties are entering into this Agreement as an independent contractor, not as an employee or joint venture or joint partnership of the other Party, and neither Party shall have the right to bind the other without the express prior written consent of the Party to be bound.
WARRANTIES: Licensor hereby represents and warrants that: (a) Licensor is the owner of the Film; that Licensor has the full right, power and authority to enter into this Agreement, and to grant to Licensee all of the rights herein; (b) Licensor will not do or omit to do any act or thing that will interfere with or impair the complete enjoyment of the rights granted hereunder; (c) The Film, and all materials and elements in connection with the Film, are wholly original with Licensor, and shall not be copied in whole or in part from any other work or materials, and does not in any way defame, violate or infringe any trademark, trade name, copyright, patent, literary, dramatic, musical, artistic, personal, private, civil, common law, or property right, including rights of privacy or publicity, or any other right whatsoever, of any person, firm or corporation; and, (d) Licensor has secured all appropriate rights, licenses, permits, releases and/or clearances to use any third party’s works, locations, name and/or likeness in connection with the Film.
INDEMNIFICATION. Licensor agrees to indemnify, save and hold harmless Licensee, and its directors, shareholders, officers, agents, employees, representatives, affiliates, designees, licensees, successors and assigns (collectively the “Indemnified Parties”), from and against any and all liabilities, claims, demands, damages, disputes, suits, actions, claims for relief, causes of action, and expenses (including reasonable attorney’s fees and expenses), which may be obtained against, imposed upon, or suffered by Licensee and/or its Indemnified Parties, arising out of or relating to Licensor’s breach, or anticipated breach, of any warranties, representations, obligations or agreements under this Agreement.
GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. The venue and jurisdiction for all such proceedings, whether state or federal, shall be in Orlando, Orange County Florida. In no event shall Licensor have now or in the future any right to seek or obtain injunctive or any other equitable relief in connection with the Film or the rights granted under this Agreement, or the distribution, display, performance, exhibition or other exploitation of the Film, or the advertising, promoting, or publicizing thereof.
MISCELLANEOUS. This Agreement constitutes the entire agreement of the Parties relating to the subject matter hereof and supersedes, replaces, and terminates all prior contracts and agreements, whether verbal or written, relating to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument and shall be considered to have the same binding legal effect as if it were the signed original. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the Parties relating to the subject matter of this Agreement that are not fully expressed in this Agreement. Neither this Agreement nor any of its terms may be altered, amended, or modified other than by written instrument executed by each Party hereto. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors, assigns, heirs, administrators, representatives, executors, and conservators. If any provision of this Agreement is adjudicated to be unenforceable or invalid for any reason, then that part will be enforced to the maximum extent permitted by law, and the validity and enforceability of the remainder of this Agreement will in no way be affected or impaired. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior, existing, or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior, existing, or subsequent occurrence. Licensee shall have the right, in its sole discretion, to transfer or assign this Agreement, or any of Licensee’s rights hereunder, in whole or in part, to any third-party at any time.
ACKNOWLEDGMENT. By entering the Film into the Festival and the “MYgration Films” contest, the Licensor acknowledges and agrees that it has read this Agreement, understands its terms, and has voluntarily accepted to be bound by the provisions of this Agreement and the Rules. By submitting this applications, the representative and/or agent of Licensor does hereby represent and warrant that such person has the power and is duly authorized to bind Licensor to this this Agreement.
