Royalty Free License agreement

This is an agreement between Accession Footage, located at (Address), (“Licensor”) and purchaser (hereafter referred to as the “LICENSEE”) Licensor is the owner of all rights in certain film footage, including the right to license the use of this footage. Licensee wishes to obtain a license to use.
In consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:
1. LICENSE. Provided the compensation indicated in Section 2 below is paid in full to Licensor, Licensor hereby grants to Licensee a perpetual, non-exclusive, non-transferable, non-sub- licensable, worldwide rights to Reproduce the Licensed Material identified in This includes a non-exclusive license under all copyright herein.
2. COMPENSATION. In consideration for the license granted hereunder, Licensee agrees to pay Licensor the sum of (Total amount of license) ($0.00), payable upon execution of this Agreement.
In addition, Licensee agrees to pay to Licensor any additional sum, payable upon execution of this agreement, for handling and duplication of the film footage onto the specified delivery medium (i.e. digi-beta, inter-positive, etc.) which shall be: (Delivery Medium), which Licensor incurs for delivery of the property.
3. COPYRIGHT NOTICE. It is agreed that the Project shall include the legend: “Stock footage clips provided under license by Accession Footage 2016, Accession Footage, All Rights Reserved.”
A. It is understood and agreed that Licensor shall retain all right, title, and interest in the original film footage.
B. It is understood and agreed that Licensee shall retain all right, title, and interest in the Project including, but not limited to, all copyright rights herein.
C. The parties agree to execute any documents reasonably requested by the other party
to effect any of the above provisions.
5. INFRINGEMENTS. Licensee shall have the right, in its sole discretion, to prosecute lawsuits against third parties for infringements of the Project. Licensor agrees to fully cooperate with Licensee in the prosecution of any such suit, at Licensee’s expense. The party bringing such suit shall be solely responsible for the costs thereof and shall be entitled to retain any sums recovered.
A. Licensor warrants and represents that the Licensor is the owner and possesses all rights to the film footage necessary for the grant of the license, and there are no other agreements with any party in conflict with such grant.
B. Licensor hereby agrees to indemnify and hold harmless Licensee, and its officers, directors, licensees, and assigns, from and against any and all claims, damages, liabilities, costs, and expenses arising out of a breach of the foregoing warranty. Accession Footage (p) 818.859.3957C. Licensee agrees to defend, indemnify, and hold Licensor, and its officers, directors, agents and employees, harmless against any and all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Licensor based on the acts of Licensee and its distribution, exhibition, advertising, marketing and all forms of exploitation of the Project.
A. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
B. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
A. This Agreement shall be governed by the laws of California without applying choice of law rules.
B. All disputes hereunder shall be resolved in the applicable state or federal courts of Los Angeles County, California. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdiction or venue defenses otherwise available.
9. AGREEMENT BINDING ON SUCCESSORS. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
10. WAIVER. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
11. SEVERABILITY. If any provisions hereof is held invalid or enforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be served from the Agreement.
12. ASSIGNABILITY. The license granted hereunder is personal to the Licensee and except the sale and license of the Project itself, may not be assigned by any act of the Licensee or by operation of law unless in connection with a transfer of substantially all the assets of the Licensee or with the consent of the Licensor. Licensor shall, however, have the right to freely assign its rights and obligations under this Agreement.
13. INTEGRATION. This Agreement constitutes the entire understanding of the parties, and revokes and supercedes all prior agreements between the parties and is intended as a final expression of their Agreement. The headings herein are for convenience only, and have no legal effect. This Agreement shall be interpreted by the plain meaning of the words used, and construed as drafted by both parties. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby and with full authority
to do so, have executed this Agreement in Los Angeles County, California.