This AGREEMENT is entered into this day between THE FILMMAKER whose electronic signature to this AGREEMENT is on the Registration Form (at http://lafilmprize.com/register) and FILM PRIZE FOUNDATION, LLC herein the “Louisiana Film Prize”, signed below.
a. The Filmmaker owns the copyright in and to the short film registered on lafilmprize.com (hereinafter “Film”).
b. Louisiana Film Prize desires to obtain the rights to incorporate all or portions of the Film into “Works” including performance, mechanical reproduction, and synchronization (see below for details).Now, therefore, inconsideration of the promises, conditions, covenants, and warranties herein contained, the parties agree as follows.
1. Rights Granted
The Filmmaker hereby grants to the Louisiana Film Prize, its successors and assigns, a non-exclusive right, license, and privilege worldwide (the “Territory”) to:
a. Performance (or “Exhibition”) of the Film in its entirety through means of Mechanical Reproduction (creating discs or drives from which the Film is to be performed or played) during the Louisiana Film Prize, partner film festivals, promotions, and tour dates including allowing others to utilize the Film in accordance with this agreement.
b. Mechanical Reproduction: The ability to create digital or physical media reproductions of the Film in its entirety with the intended goal of sale of the Works of which the Film may be a part. (Including DVD or Blu-ray).
c. First Sale: The ability to sell created digital or physical media reproductions made pursuant to 1b. above.d. Synchronization: Use of the Film in video or audio commercials, promotional clips, advertisements, and printed materials to promote the Louisiana Film Prize, partner film festivals, sale of mechanical reproductions, and tours.
2. Filmmaker’s Rights and Obligations
a. Filmmaker warrants and represents that it owns all rights, titles, and interests in and to the Film and can produce evidence of such on reasonable request from the Louisiana Film Prize.
b. Filmmaker reserves unto itself all rights of every kind and nature except those specifically granted to Louisiana Film Prize in this document.
c. Prior to July 15th, 2015, Filmmaker will disclose any licenses the Filmmaker has entered into with third parties concerning content of the Film, and / or allocating any rights to the Film, including rights of a similar nature as those defined in any of 1.a, 1.b, 1.c, or 1.d . Should existing third party licenses or agreements change and/or any new licenses or agreements be entered into after this date, the Filmmaker must notify the Louisiana Film and disclose such licenses thereto within thirty (30) days.
3. Louisiana Film Prize’s Rights and Obligations
a. Louisiana Film Prize will be solely responsible for providing all funding and technical expertise for the development and marketing of the Film pursuant to exercising of the rights granted in 1.a, 1.b, 1.c, and 1.d.
b. Louisiana Film Prize will be the sole owner of the Works it creates (commercials, promos, etc.) and all proprietary rights in and to the Works; except, that ownership will not include the ownership of the copyright in and to the Film or any other rights to the Film not specifically granted in this Agreement.
a.For the rights granted by the Filmmaker herein, Louisiana Film Prize will pay to the Filmmaker royalty for the sale of any Mechanical Reproduction calculated as follows: 70% of net profit (after expenses and taxes) per unit on all sale of units of the Work sold by Louisiana Film Prize which contains the Film licensed by the Filmmaker in this agreement divided equally by the number of other parities incorporated in the Work.i. Example Only: A DVD is made of twenty (20) films, each from a different filmmaker, and the DVD costs $2.50 to make, fulfill, and pay taxes on; and the DVD is sold for $20.00. The cost to make and fulfill would leave $17.50 remaining. From this example, the Louisiana Film Prize will collect 30% equaling $5.75, leaving $11.75 to be split between the twenty (20) films, each receiving $0.59 per unit (rounded up from $0.5875). Actual costs of production, tax, and fulfillment may vary, as may the sale price. This is just an example.
b. Louisiana Film Prize will render payment to the Filmmaker every six months, within forty-five (45) days after the end of each calendar half year during which the Work is sold, and a written statement of the royalties due to the Filmmaker with respect to the Work. Each statement will be accompanied by a remittance of payment for the amount shown to be due. The Filmmaker will have the right, upon reasonable request, to review those records necessary to verify the royalties paid. Any such audit will be conducted at the Filmmaker’s expense and at such times and in such a manner as not to unreasonably interfere with the Louisiana Film Prize’s normal operations. If a deficiency is shown by such an audit, the Louisiana Film Prize will immediately pay the deficiency.
c. The Louisiana Film Prize, at its sole discretion, may exercise the rights afforded in this agreement to the full extent or not at all. The Louisiana Film Prize is under no obligation to market and / or sell any portion of the Filmmaker’s Film or any Work containing such Film, in whole or in part. If the Louisiana Film Prize elects not sell any Mechanical Reproduction containing the Filmmaker’s Film, the Filmmaker will not be entitled to any royalties.
5. Warranty and Indemnification
a. The Filmmaker warrants and represents that it has the full right, power, and authority to enter this Agreement and to grant the rights granted herein; that any third parties which share license to the Film will be disclosed; and that the Louisiana Film Prize’s inclusion and use of the Film will not violate anyone else’s rights. The Filmmaker will indemnify and hold harmless the Louisiana Film Prize, it’s successors, assigns, and licensees, and the representative officers, directors, agents, and employees, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or in any way connected with any breach of representation or warranty made by the Filmmaker herein.
b. The Louisiana Film Prize will indemnify and hold harmless the Filmmaker, their successors, assigns, and licensees, and the representative officers, directors, agents, and employees, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or in any way connected with any claim that the Work infringes on any intellectual property rights or other rights of any third party, except to the extent such claims arises from a breach by the Licensee of section 5.a above.
6. Term and Termination
a. The term of this Agreement for the purposes of Performance (or “Exhibition”) of the Film as defined in 1.a will be for a period of five (5) years from July 12th, 2016, unless terminated earlier pursuant to this section.
b. The term of this Agreement for the purposes of Mechanical Reproduction of the Film as defined in 1.b will be for a period of two (2) years from July 12th, 2016, years from the date of execution of this document, unless terminated earlier pursuant to this section.
c. The term of this Agreement for the purposes of First Sale of the Film as defined in 1.c will be for a period of two (2) years for created digital reproductions and will be two (2) years for physical media reproductions from July 12th, 2016,.
d. The term of this Agreement for the purposes of Synchronization of the Film as defined in 1.d will be for a period of ten (10) years from July 12th, 2016, unless terminated earlier pursuant to this section.
e. This agreement will be subject to termination at the discretion of the Filmmaker, by written notice to the Louisiana Film Prize, where there has been a default in the due observance or performance of any material covenant, condition, or agreement herein by the Louisiana Film Prize, and such a default has continued for a period of thirty (30) days after written notice specifying the default.
f. This agreement will be subject to termination at the discretion of the Louisiana Film Prize, by written notice to the Filmmaker, where there has been a default in the due observance or performance of any material, covenant, condition, or agreement herein by the Filmmaker and such default has continued for a period of thirty (30) days after written notice specifying the default.
g. Upon termination or expiration of this Agreement, the Louisiana Film Prize will cease reproducing and distributing the Works as soon as is commercially feasible. Notwithstanding the foregoing, the Louisiana Film Prize has the right to fill existing orders and to sell off existing copies of the work then in stock, provided the sell-off period shall not exceed one (1) year from the date of termination. The Filmmaker will have the right to verify the existence and validity of the existing orders and existing copies of the Works then in stock upon reasonable notice to the Louisiana Film Prize.
h. Termination or expiration of this Agreement will not extinguish any of the Louisiana Film Prize’s or the Filmmakers obligation under this agreement (including, but not limited to, the obligation to pay royalties), which by their terms continues after the date of termination or expiration.
7. General Provisions
a. Successors/AssignsThis Agreement is binding upon and will insure to the benefit of the respective successors and/or assigns of the parties in this document.
b. IntegrationThis Agreement represents the entirety of the agreement between the Filmmaker and Louisiana Film Prize with respect to the subject matter of this document, and may not be modified or amended except by written agreement by both parties.
c. Governing LawThis Agreement shall be governed by the laws of the State of Louisiana, applicable to agreements made and to be wholly performed as stated.
d. NoticeThe address of each party in this document as listed in the Registration Form shall be the appropriate address for the mailing of notices, checks, and statements. All notices shall be sent certified or registered mail and shall not be deemed received or effective unless and until actually received. Either party may change their mailing address by written notice to the other.
IN WITNESS WHEREOF, the parties execute this License Agreement to be executed on the day and year set forth, and as electronically signed by the FILMMAKER on the Registration Form (at http://lafilmprize.com/register) and by the LOUISIANA FILM PRIZE below:
/FILM PRIZE FOUNDATION, INC/
401 Market Street, Ste 860
Shreveport, La 71101