April 7, 2010



LICENSE FOR USE OF MATERIAL FILMED BY LICENSEE

As of: July __, 2014

MATERIAL INVOLVED: Videotaped material consisting of _______________________________________________________________________________________________________________________________________________________________________________________________________________ (herein referred to as the “Material”).

PRODUCTION IN WHICH MATERIAL IS TO BE USED:

“Who Is Arthur Chu?” (herein referred to as the “Project”).

JEOPARDY PRODUCTIONS, INC. (hereinafter referred to as “Licensor”) grants to Tyler Cherman and Scott Drucker (hereinafter referred to collectively as “Licensee”) a limited non-exclusive right to enter the “JEOPARDY!” set on _____________, 2014 and produce the Material specified above utilizing the host and crew of “JEOPARDY!”, in addition to such talent, equipment and crew as Licensee shall bring, subject to any restrictions or special requirements indicated by Licensor. Licensee shall make all arrangements for the services of Alex Trebek (the host of “Jeopardy!”), and promptly pay for any and all of the costs related to the production of the Material, including talent and crew costs, as more fully set forth in Exhibit “B-1” attached hereto and incorporated herein by this reference. Licensor may review its copy of the Material for the purpose of ascertaining Licensee’s compliance with this license agreement, and may use its copy of the Material in any other way which is in furtherance of this license agreement; Licensor may not use its copy of the Material for any other purpose. In addition, Licensor grants to Licensee a limited right to use the Material subject to the following terms and conditions:

1. Licensee will use the Material only for the limited purpose of use in the Project (including advertising and exploitation thereof as set forth in paragraph 14), and in the manner set forth herein and for no other purpose. In no event will Licensee cause or authorize the exhibition of Material other than in the Project (including advertising and exploitation thereof as set forth in paragraph 14).

2. Licensee will not use Licensor’s name, logo or trademark for any purpose without first obtaining Licensor’s written consent except as set forth herein.

3. Licensee warrants that neither the Project nor the Material will contain or be produced or used in any manner which is, or may be, defamatory, derogatory, unflattering or negative to “JEOPARDY!” or anyone appearing in or associated with “JEOPARDY!” or Sony Pictures Television Inc., unless Licensor gives its prior written permission. Licensor acknowledges that the outline for the material involved, as most recently conveyed by Licensee to ____________________of Licensor on _____________, 2014, and approved by Licensor on ____________, 2014, does not violate this Paragraph 3. Any changes to that outline will be subject to Licensor’s prior written approval.

4. Licensee will not permit the Material to be made available to any other party at any time or in any manner other than as provided herein except as an integral part of the Project.

5. Any rights, title or interest which are held by Licensor in, to and in connection with the Material and the Project to which the Material relates are reserved by Licensor, subject only to such limited rights as are expressly granted to Licensee hereunder.

6. Licensee acknowledges that the production and/or use of the Material may also require consents or licenses from parties other than Licensor. Accordingly, Licensee understands that it does not have the right to produce or to use the Material until and unless it obtains all other required authorizations, consents and releases and pays all fees necessary at any time, for the production and/or use of the Material hereunder, including, but not limited to, consents from and payments (including residuals, if any) to all unions and guilds to the extent required under applicable collective bargaining agreements; and that if any music is included in the Material, Licensee will obtain all necessary music synchronization and performing rights from the copyright proprietors of such music and such other persons, firms or associations, societies or corporations as may own or control the performing rights thereto.

7. Licensor represents and warrants that it has the right to enter into this license agreement with Licensee. Licensor, however, makes no other warranty or representation whatsoever in connection with the Material.

8. Licensee agrees to pay all laboratory, transportation, and all other costs that may be involved in making the Material.

9. Licensee agrees that no one other than Licensee’s cast, crew and production personnel may enter the “JEOPARDY!” set without Licensor’s prior approval and execution of an appropriate release.

10. Without prejudice to any other right or remedy which may be available, Licensor may terminate this license in the event of any breach of any material term hereof by Licensee which breach is not cured within twenty (20) days of written notice by Licensor.

11. Indemnity obligations and insurance requirements shall be in accordance with paragraphs 8 & 9 of the Proposed Use of Elements letter agreement between the parties hereto.

[RISK MANAGEMENT: Should this section be revised or deleted? Please advise.] Licensee shall at all times indemnify Licensor, and its past and present agents, employees, representatives, associates, affiliates, licensees, agents, parent and subsidiary corporations and save and hold them, and each and all of them harmless of and from any and all claims, loss, cost, injury, damage, liability and expense, including outside attorneys’ fees, arising out of any claim whatsoever which may be brought based upon or relating to Licensee’s production (other than a claim based on the gross negligence or willful misconduct of Licensor) and/or use of the Material or by reason of any breach or violation by Licensee of any provision hereof. To this end, Licensee shall provide Licensor with a Certificate of Insurance for Licensee’s worker’s compensation, and general liability and E&O liability, naming both Jeopardy Productions, Inc. and Sony Pictures Entertainment Inc., its parent, all subsidiaries, corporations, and all affiliated companies as additional insureds. If any claim is brought based upon Licensee’s production and/or use of the Material or by reason of any breach or violation by Licensee, of any provision hereof, Licensee shall immediately notify Licensor. Licensee shall assume the defense of any action or proceeding relating to any and all claims or demands based on or relating to Licensee’s production and/or use of the Material provided that, in such event, Licensor may participate in the defense of any such action or proceeding at Licensor’s cost. In no event shall Licensee settle any claim or dispute without the approval of Licensor, not to be unreasonably withheld.

Notwithstanding the foregoing, Licensor hereby agrees to waive the E&O Insurance requirements while the Project is being used as a not-for-exhibition sales tape only; provided, however, that in the event that Licensee intends to use the Project as more than a not-for-exhibition sales tape, Licensee shall be required to provide a Certificate of E&O Insurance as set forth herein.

12. Licensee will protect the Material by including an appropriate copyright notice or notices in the Project in which the Material will be used and will take any other reasonable necessary steps to prevent the Material from falling into the public domain.

13. This agreement shall bind Licensee, the successors and assigns of Licensee and shall inure the benefits of Licensor, and to the benefit of its successors and assigns.

14. OnceProvided Licensee’s provides Licensor with a C certificate(s) of insurance and policy endorsements have been approved by Licensor as conforming with Exhibit D of the Proposed Use of Elements agreement between the parties hereto and are maintained in force in accordance with said Exhibit D of E&O Insurance as set forth above, Licensor will grant to Licensee and its successors, licensees and assigns the right to distribute the Material as an integral part of the Project and in the advertising and exploitation thereof in all media (now known or hereafter devised) throughout the universe in perpetuity.

15. Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation shall be submitted to final and binding arbitration, to be held in Los Angeles County, California, before a single arbitrator, in accordance with California Code of Civil Procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. The arbitration shall be a confidential proceeding, closed to the general public. The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based. The parties will share equally in payment of the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). Nothing in this paragraph shall affect either party’s ability to seek from a court injunctive or equitable relief at any time to the extent the same is not precluded by another provision of this Agreement.

Please indicate your agreement to the foregoing by signing in the space provided herein below.

JEOPARDY PRODUCTIONS, INC.

By: ___________________________

Sarah E. Kiefer

AGREED TO AND ACCEPTED: Assistant Secretary

TYLER CHERMAN

By: ___________________________

Date: _________________________

SCOTT DRUCKER

By: ___________________________

Date: _________________________

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