STOCK FOOTAGE LICENSE AGREEMENT. License Agreement Number:

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1 STOCK FOOTAGE LICENSE AGREEMENT License Agreement Number: FOOTAGE LICENSE AGREEMENT dated as of, 2013 ( this Agreement ) between Global ImageWorks, LLC., ( GIW ) located at 65 Beacon Street, Haworth, N.J., and (Licensee ) located at, WHEREAS, Global ImageWorks, LLC., is a stock film and media library (the Library ) and as the owner of or legally appointed representative of third party collections ( Footage Collections ), makes the Library available for limited sublicenses to third part content producers; WHEREAS, Licensee wishes to acquire rights to use certain stock footage from the Library in the Licensee s proposed production described by media and title in Schedule A hereto (the Production ) under the terms and conditions set forth below; NOW, THEREFORE, Global ImageWorks, LLC. and Licensee agree as follows; 1. In exchange for the consideration outlined on Schedule A hereto (the Licensing Fee ), GIW, grants to Licensee, subject to the terms and conditions hereof, the non-exclusive, non-transferable rights to use certain footage from the Library as set forth in Schedule A attached hereto (the "Footage") and incorporated herein by reference. GIW warrants and represents that it has the right to grant the rights granted herein. Licensee may use the Footage or any portion thereof solely in the Production. Licensee will not use, copy, transfer, exhibit, sell or distribute the Footage or any portion thereof in any other manner or for any other purpose. All rights not expressly granted herein are reserved to GIW. 2. Licensee shall be responsible for and agrees to promptly pay all costs relating to provision of the Footage, including screening, processing laboratory fees, and shipping charges at GIW standard rates. GIW in its sole discretion may limit the amount of footage selected for any particular use prior to incorporation into the Production. Licensee agrees that incorporation of the Footage into the Production will not affect ownership of title to or copyright in the Footage. Licensee agrees to provide a finished copy of the Production to GIW for verification purposes only upon its completion at 65 Beacon Street, Haworth, N.J or such other address as GIW may provide pursuant to Section 17 hereof. 1

2 3. GIW shall use reasonable efforts to deliver Edit Master(s) of the Footage in the format specified in the Schedule A or as otherwise may be agreed by the parties ( Edit Master(s) ) to Licensee in accordance with deadlines that may be mutually agreed with Licensee. Licensee agrees GIW shall not be liable in any way to Licensee in the event of failure to deliver by any deadline. 4. Licensee agrees to examine the Edit Master(s) upon receipt and to notify GIW in writing within forty-eight (48) business hours of any defect that prevents use. Unless GIW is notified otherwise within said forty-eight (48) hour period, the Edit Master(s) will be deemed satisfactory for use by Licensee hereunder. Licensee acknowledges that the Edit Master(s) are being provided on temporary loan to Licensee solely for the purposes stated herein and that Licensee shall not have or acquire any ownership or other right in such materials. Licensee agrees that immediately following completion of the Production, it will return by a nationally recognized express courier services such as Federal Express, fully insured, any physical copy of the Edit Master(s) to Global ImageWorks, LLC. at 65 Beacon Street, Haworth, New Jersey or such address as GIW may provide pursuant to Section 17 hereof. In the event that the Edit Master(s) was a digital file, Licensee represents and warrants they will destroy any and all copies of the file that are in their possession upon completion of the Production. Licensee s obligation to timely return or destroy the Edit Master(s) is a material term of this Agreement. 5. Licensee shall safeguard the Edit Master(s) and will not copy or use or permit the copying or use of any material supplied for the Production or any part or parts thereof in any form in or for any production other than the Production, nor will it use or permit the use of the Production in any media other than that specified in this Agreement. This is a material term of the Agreement. 6. No element of the Footage may be used in the Production more than once without the prior written approval of GIW. 7. The license hereby granted for the Footage is granted solely for a one time incorporation into the Production and shall exclude promotional use, unless otherwise set forth in Schedule A or otherwise agreed to in writing by both parties. 2

3 8. Licensee will include credits for the Footage in the on-screen credits and acknowledgements in the Production. Such credits and acknowledgments for the Production should be as follows: Courtesy of Global ImageWorks, LLC. Trademarks and logo of GIW for credit purposes only are granted herein. For clarity sake, no other use of the GIW trademark or logo is granted herein unless otherwise agreed to in writing by both parties. 9. GIW represents and warrants that with the exception of any third party rights and other consents that may be required, GIW holds all necessary rights and permissions to enable GIW to enter into this Agreement including the rights, title and interest in and to the Footage. GIW s liability under this Agreement shall in no event exceed the License Fee actually paid hereunder. In no event shall GIW be liable for any actual or alleged loss of profit or any special, incidental, indirect, punitive or consequential damages incurred by Licensee or any other party. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, GIW MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE OR THAT THE FOOTAGE WILL BE ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE FOOTAGE IS PROVIDED ON AN AS IS BASIS ONLY. NO ADVICE OR INFORMATION OBTAINED BY LICENSEE FROM GIW SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 10. GIW hereby agrees to indemnify Licensee and their respective parent and subsidiary companies and their respective officers, directors, agents and employees against any and all actions, claims, costs (including reasonable outside attorneys' fees), damages, demands and expenses incurred by Licensee as a result of any breach or non-observance by GIW of any of GIW s acceptances, agreements, obligations, representations, undertakings or warranties as set forth in this Agreement. 11. Licensee hereby agrees to indemnify and hold harmless GIW, the Footage Collections, and their respective parent and subsidiary companies and their respective officers, directors, agents and employees against any and all actions, claims, costs (including reasonable outside attorneys' fees), damages, demands and expenses brought against, suffered or incurred by GIW as a result of any breach or non-observance by Licensee of any of Licensee's acceptances, agreements, obligations, representations, undertakings or warranties as set forth in this Agreement; and for any 3

4 changes made to the Footage by the Licensee in the exercise of its rights hereunder. 12. Licensee shall at its sole cost and expense obtain all releases, authorizations, consents, licenses and/or clearances as may be necessary for its use of the Footage, including without limitation releases from any persons appearing in the Footage and any synchronization and master use licenses required in respect of music embodied in the Footage. Without limiting the foregoing, Licensee agrees that if, due to the direct or indirect use by Licensee of the Footage hereunder, any releases, authorizations, consents, and/or licenses become necessary or advisable from, or any payments become due to, any other entities and/or personnel, the results and proceeds of whose services are contained in the Footage, and/or any of the applicable unions or guilds (music or otherwise), such releases, authorizations, consents and/or licenses, the form and substance of such shall be satisfactory to GIW, and/or any such clearances and payments are entirely Licensee s responsibility. 13. Any unauthorized use, copying, transfer, exhibition or distribution of the Footage or any part thereof by Licensee shall be deemed a breach of this Agreement and subject to any remedies available to GIW. GIW acknowledges that, in the event of any breach by Licensee or any third party, the damage, if any, caused GIW thereby will not be irreparable or otherwise sufficient to entitle GIW to seek injunctive relief. GIW acknowledges that its rights and remedies in any such event will be strictly limited to the right, if any, to recover damages in an action at law. GIW will have neither the right to rescind or terminate this agreement or any of Licensee s rights hereunder, nor the right to enjoin the production, nor will GIW have the right to terminate its obligation hereunder by reason of such breach. If Licensee is in material breach of this agreement, then Licensee shall have fifteen (15) days after receiving written notice to cure such breach. 14. This Agreement may not be assigned, in whole or in part, without the prior written consent of GIW. However, no consent is required for an assignment that occurs as part of a transfer of all or substantially all of the assets of the Production to a third party distributor. 4

5 15. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and may not be modified except in writing signed by both parties. The failure of either party to require performance of any provision hereof shall not be deemed a waiver of such breach or of any other provision hereof. 16. This Agreement shall be governed by and subject to the laws of the State of New Jersey applicable to agreements made within that state (other than its conflicts of law rules). The parties hereby consent to personal jurisdiction on them in the State of New Jersey and waive any right to object thereto. All disputes which may arise between or among the parties hereto under or with respect to this Agreement will be determined solely by arbitration in accordance with the rules and procedures of the American Arbitration Association, as amended. The parties hereby agree to waive any rights they might possess to have such disputes litigated in a court or jury trial and consent to expedited arbitration using one arbitrator, to be a disinterested attorney specializing in entertainment law, as the sole forum for the resolution of any and all disputes between them. Such determination by the sole arbitrator shall be final, binding and conclusive upon the parties hereto and shall be rendered in such form that it may be judicially confirmed under the laws of the State of New Jersey and in any court having jurisdiction thereof. In the event of any dispute, action or proceeding arising out of or relating to this Agreement, the prevailing party (as determined by the adjudicator) shall be entitled to reimbursement of its reasonable attorneys' fees and costs. 17. Licensee agrees that the terms and provisions of this Agreement shall be held in confidence by Licensee, and, except as required by law, or by a court or governmental agency acting within the scope of its lawful authority, or to enforce any right or obligation under this Agreement, will not divulge such information to any person or third party without the express prior written consent of GIW. In the event disclosure is legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process), Licensee shall provide GIW with prompt written notice so that it may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this paragraph. 18. Notices. All notices and other communications permitted or required by the provisions of this Agreement shall be in writing and shall either be personally delivered or sent by certified or registered mail, or be delivered by Federal Express, DHL or other overnight delivery service. Each such notice shall be effective upon the receipt thereof by the addressee. Rejection or the refusal to accept or the inability to deliver because of a change in address of which 5

6 no notice was given as provided herein shall be deemed to be receipt of the notice sent. By giving to the other party hereto written notice thereof, any party hereto shall have the right from time to time to change the respective addresses thereof. Notices shall be addressed, until notice of change as aforesaid, as follows: (a) If intended for Licensee to: (b) If intended for GIW to: Global ImageWorks, LLC. 65 Beacon St Haworth, NJ Attn: President Agreed and Accepted for and on behalf of GIW By: Name Jessica Berman-Bogdan Agreed and Accepted for and on behalf of By: Name: Title: Co-CEO Title: Date: Date: 6

7 SCHEDULE A Dated: By and between Global ImageWorks, LLC. & Production Title: Footage: Edit Master(s) format: Specific License Terms and Rights: (A) Media: (B) Number of transmissions: (C) Territory: (D) Promotional Rights Granted: (E) Term: (F) Type of production: (G) License Fee: (H) Terms of payment: Due upon receipt and prior to release of master material 7

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