Master Licensing and Distribution Agreement

MASTER LICENSING AND DISTRIBUTION AGREEMENT

This Agreement entered into this _____ day of _________, 20 by and between ________________ (hereinafter referred to as “Licensor”), doing business at ________________, and ________________ (hereinafter referred to as “Licensee”), a corporation doing business at ________________.

WHEREAS, Licensor is the owner of those certain materials fully identified in Exhibit A (hereinafter “Titles”), and is interested in making said materials available in a limited distribution market;
WHEREAS, Licensee provides distribution in the Territory.
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Grant of Rights

Subject to the terms hereof, Licensor hereby licenses to Licensee the exclusive distribution rights to its Titles identified in Exhibit A for the Territory described herein.

Licensor grants to Licensee the right to the [language]-edition of the Titles and to duplicate, print, publish, market, promote, and sell the Titles in the Territory for the Contract Period in VHS and DVD formats for the [language]-edition. Licensee may include the English-language edition as a special feature on the DVD format.

Licensor shall have the right to approve sales materials and promotional materials used in connection with Licensee’s editions of the Titles within a reasonable length of time after request to do so. Reasonable efforts shall be made to give such approvals based upon Licensee’s promotional and production schedules, with the exceptions specified herein below.

Licensee shall not make or permit any use of the Titles, or any intellectual property related thereto and licensed hereby other than as specifically authorized herein. The Titles will be duplicated in full, as delivered, including all Titles, credits, and notices.

2. Territory

The parties hereto agree that Licensee shall be prohibited from distributing the Titles which are the subject of this Agreement in any territory except the following: ________________. The parties further agree that such distribution of said Titles shall be in the ________________ language only.

3. Medium

The parties hereto agree that the distribution rights granted to Licensee of the Titles referred to in Exhibit A hereto shall be limited to VHS and DVD formats only.

4. Material Supplied by Licensor

Licensor shall supply Licensee one copy of each Title in the form of a PAL Betacam SP master. Licensee shall be responsible for all costs associated with the creation of and shipment of master tape(s). Licensor shall supply Licensee one copy of the artwork on disk for each Title.

Acceptance and approval of masters and material shall be within thirty (30) days of receipt of said materials. In the event any of said materials are not sufficient for approval, Licensee shall notify Licensor within thirty (30) days and indicate what additional material is needed for Licensor to fulfill its obligations under the Agreement.

5. Copyrights and Trademarks

Licensee acknowledges Licensor’s or its affiliates’ ownership of all rights including copyright in the Licensor Titles. Licensee shall print the applicable copyright notice in each and every copy of the Titles and excerpts therefrom published and distributed anywhere in the Territory. If it appears to Licensee that any such copyright is infringed, Licensee shall immediately notify Licensor of such infringement. Nothing in this Agreement shall be interpreted to give Licensee or its affiliates any right, title, or interest in the trademarks, trade names, service marks or other copyrighted materials belonging to Licensor.

6. Licensee Warrants and Represents That:

• Licensee shall not use, or authorize use of, any of the copies of the Titles that may come into its possession or under its control hereunder for any purpose other than for the purpose of exercising its right hereunder.
• Licensee shall not, nor knowingly permit or suffer any other person or entity to do any act or thing, or fail to do any act or thing, which shall impair Licensor’s interest in and to the Titles, including without limitation, the copyrights therein.
• Licensee shall not, nor knowingly permit or suffer any other person or entity to edit any of the Titles, but shall distribute each of the Titles in its entirety.
• During the term of this Agreement, and thereafter, Licensee will not dispute, contest or attack, directly or indirectly, the right and titles of Licensor or its grantors in and to the Titles or the characters therein or any copyright or trademark pertaining thereto.
• Licensee will not harm, misuse or bring into disrepute the Titles or the characters therein, and will only market and license the Titles in an ethical manner and in accordance with the terms and intent of this Agreement.
• Licensee will not create any expenses chargeable to Licensor without the prior written approval of Licensor, it being contemplated that all costs of materials, manufacture, promotion, distribution and collection shall be borne by Licensee.
• Licensee will comply with all laws and regulations relating or pertaining to the marketing, advertising, promotion and use of the Titles and shall maintain the highest quality and standards.

7. Advance

Upon execution of this Agreement, Licensee shall pay to Licensor the sum of $________________ as and for the recoupable advance.

8. Royalty Payments

Licensee shall further pay to Licensor the sum of % of the gross cash receipts, or $ per unit sold, whichever is higher, and paid on a quarterly basis.

9. Contract Period

The term of this Agreement shall be ______ months, commencing ________________ and ending ________________. This Agreement may be renewed upon mutual written consent of the parties hereto.

10. Force Majeure

If Licensor’s or Licensee’s failure to perform any obligation hereunder is caused by the unavailability of services or materials, labor disputes, governmental restrictions, or any other circumstances beyond either party’s control, such failure shall not terminate this Agreement unless such failure continues for more than a period of three months, at the end of which time either party, at its option, may so terminate this Agreement.

11. Termination

This Agreement shall terminate automatically at the end of the Contract Period, unless renewed or extended by mutual written agreement of the parties.

12. Cessation of Use

Licensee hereby agrees that it shall forthwith, upon the expiration of this Agreement or any extension thereof, or upon its sooner termination, discontinue use of the Titles and the characters therein and all names, trademarks, figures, designs and drawings in connection therewith, and shall not again use the same in any manner whatsoever. Licensee further agrees that any and all materials supplied by Licensor to Licensee, or created by Licensee in respect to said Titles, shall be returned to Licensor. In the event of violation of this provision, remedy by injunction shall lie.

13. Laws and Forum

Any dispute or claim for monetary damages arising out of or relating to this Agreement, including the breach hereof, shall be settled by arbitration in ________________, in accordance with the Rules of ________________ in effect at the time demand is made. Licensee and Licensor shall each name one arbitrator and those two arbitrators shall name a third arbitrator. The award by two or three of the arbitrators shall be final and binding and judgment may be entered in any court of law having competent jurisdiction. The prevailing party shall be entitled to an award of reasonable attorneys’ fees. This Agreement shall be interpreted and construed in accordance with the laws of the State of ________________.

14. No Joint Venture

Nothing herein contained shall be construed to place the parties in the relationship of partners or joint ventures nor constitute any party the agent of any other party, and neither party shall have the power to obligate or bind the other party in any manner whatsoever.

15–19. Standard Provisions

[Notices, Severability, Headings, Waiver, Entire Agreement — standard boilerplate provisions included in executed agreements]

20. Limited Grant

Nothing herein contained shall be construed as an assignment or grant to the Licensee of any right, title, or interest in or to the Titles or any character therein, or in or to any copyright, design patent or trademark on the Titles or any character therein, beyond a grant of limited exclusive license on the terms herein specified. Licensor shall have the right to grant any other licenses with respect to the Titles in any territory, provided such do not conflict with the express terms hereof.

21. Reservation of Rights

All rights not granted herein are reserved for use by Licensor without limit in the territory herein even though such use may be competitive to the use of the properties licensed hereunder.

Exhibit A — Titles Licensed

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