This agreement (“Agreement”) is executed on the date specified in the parties’ signature blocks, between …………….. (“Licensor”) and Docademia L.L.C.(“Licensee”). Licensee and Licensor are referred to as “Parties” in the plural, and “Party” in the singular. This Agreement is effective as of the date signed below by each Party.
Licensor is the owner of all copyright in a work entitled …………………….., a documentary, including the theme, plot, music, sounds, voices, characters, setting, and story contained therein (“Work”), and wishes to submit its Work to Licensee in furtherance of Services defined below. Licensor is the creator, author, or end integrator of the Work, or has obtained all rights contemplated hereunder from ………………….., the actual creator, author, or end integrator thereof (“Author”).
Licensee is in the business of film and documentary display, streaming, distribution, contest, on-demand viewing, and other film-related services (“Services”). Licensee receives submissions from filmmakers and/or owners desiring to use Services. For such submissions, Licensee requires obtaining a license to use the Work according to terms and conditions herein. The Parties herein expressly acknowledge that Author is an intended third-party beneficiary of this Agreement.
For the mutual promises, covenants, benefits, and obligations contained in this agreement and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows:
- LICENSE GRANT. Licensor grants to Licensee the non-exclusive right and irrevocable license to use and exploit the Work for Educational Distribution only, in the United States and anywhere else in the world for the Term below, subject to the terms and conditions in this paragraph and elsewhere in this agreement (the “Grant”). The Grant includes the following as rights, but not as obligations: Sublicense the Work to educational entities, educational and artistic institutions; and classrooms or educational events; and screening the work for Educational Distribution only. For purposes of this Agreement, “Educational Distribution” does not include any distribution to the public or publicly available web links, any festival submittals, or any distribution save for distribution educational institutions. This Grant does not prohibit Licensor from screening or distributing the Work for any purpose, including but not limited to her own community and educational exhibitions or screenings or any other purpose for which Licensor wishes to use or screen the Work. This Grant is not exclusive to Licensee other than for Licensee’s Educational Distribution only, and does not prohibit Licensor’s Educational Distribution, or Licensor’s distribution through other means or for any other purpose.
- AUTHOR / LICENSOR NAME AND LIKENESS. The Licensor hereby grants the right to use the Licensor’s or the Licensor and/or Author’s name, likeness and biography, approved by Licensor, only for use in connection with the distribution, promotion, and marketing of the Work.
- AUTHOR / LICENSOR AVAILABILITY. Upon mutual agreement and approval by Licensor, and upon reasonable advance notice to Licensor, Licensor hereby agrees to make Licensor (or Author if different from Licensor) available for periodic appearances, interviews, photography sessions, question and answer sessions, autographs, and/or any other public, private, or online participation or appearance related to the Services and as requested by Licensee or by a sublicense or entity involved with the Work screening.
- LICENSOR USE. Licensee agrees to permit Licensor to submit the Work for entry into film festivals.
- This Agreement shall remain effective for 24 months from the date above, following which the Parties will meet and confer regarding any renewal thereof and any amendments thereto. Licensee may not grant any license or other use of the Work for a term that exceeds the term of this Agreement without the prior written approval of Licensor.
- Q AND A SESSION: Licensee will pay to Licensor a payment in the amount of seventy dollars ($70.00) for each scheduled one-hour long online or video Q&A session (in addition to the two sessions detailed in Section 7. Educational Package) payable no later than 30 days from the end of each session successfully completed. All currency will be in U.S. dollars. Upon mutual agreement on the date and time of the session, Licensor agrees to:
- be available for a quick test session with Docademia team;
- be punctual and join the session a few minutes prior to the official start of the session;
- maintain a high-speed internet connection for the whole duration of the session;
- have the session in a quiet environment with minimal or no background noise.
- EDUCATIONAL PACKAGE: Licensee will pay Licensor a three hundred dollar ($300.00) fee, per university or university library, for a two-year license grant if the Work is selected to be hosted in a university and/or university library, and Licensor agrees such university hosting the Work. Subject to Licensor’s schedule and availability, Licensor agrees to make all reasonable efforts to be available for two mutually agreeable live online Q&A sessions with faculty members and students of the university during the two-year period.
- REPRESENTATIONS AND WARRANTIES. Licensor represents and warrants: all material used in, and to produce, the Work including but not limited to any characters, story, setting, themes, plot, images, motion pictures, music, lyrics, writing, dialogue, works, information, voices, likeness, persons, and/or any other material (collectively, “Material”), are (i) original and owned by Licensor, or have been used with written permission of the owner thereof, and (ii) do not infringe any rights of any third party; All individuals appearing in the Work, save for any individuals appearing in passing in the background who cannot be identified, have signed a release permitting their appearance in the Work and licensing thereof; and Licensor’s license grant under this Agreement does not interfere in any way with, nor is it restricted or prohibited by, any other agreement, whether or not Licensor is a party to such other agreement. In case of receiving any complaint from a third party regarding the Copyright violation, the Licensee reserves the right to remove the Work from its collection.
- This Agreement may terminate by either party giving 30 days’ notice to the other party prior to the end of the Term or any subsequent renewing term, or upon 30 days’ notice for failure to comply with this agreement which breach is not cured prior to the end of such 30 days’ notice. A termination before the Agreement Term is complete does not eliminate Licensee’s obligation to pay Licensor any outstanding or current fees owed under paragraph 7.
- In the event of any Party failure to meet any material obligation hereunder, the damaged Party is entitled to actual damages. Each Party acknowledges and agrees that a non-breaching Party may, upon any breach of this Agreement, immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.
- INDEMNITY: As related to this Agreement, each Party shall indemnify and save harmless the other Party, its successors, licensees and assigns, and any representatives thereof, against any and all claims and expenses (including, without limitation, reasonable legal fees and expenses) incurred by any of them by reason of the breach or alleged breach of any warranty, undertaking, representation, agreement, or certification made or entered into herein or hereunder, and/or any infringement of third party intellectual property by either Party as related to the Work.
- NO ASSIGNMENT. This Agreement may not be assigned without express written consent of other Party.
- The Parties shall not disclose any information on this transaction or this Agreement to any other person (except as required by law or by the order of the court or other relevant authorities or the disclosure to the Parties’ legal counsels, auditors or third party advisors only to the extent required and on a need-to-know basis). Any disclosures require the written consent from the affected Party.
- CHOICE OF LAW AND VENUE. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois without giving effect to its conflict of law provisions, and all claims resolved in Illinois state or federal courts.
ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties regarding the matters set forth herein, and supersedes all prior and contemporaneous negotiations, commitments and agreements with respect to its subject matter. No Party has entered into this Agreement based on any representation or consideration not stated in this Agreement. Any amendments to this Agreement must be in writing and executed by both Parties.