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2014-081 EXCAL VISUAL 5721 Arapahoe Ave#A2 Boulder,CO 80303 303-413-0847 fax 303-413-0683 LICENSE AGREEMENT LICENSE AGREEMENT ("Agreement") dated this 27th day of August 2014 by Excal Visual LLP,a Colorado Limited Liability Partnership ("Licensor"or"EV"),and the City of Clermont, Florida ("Licensee") WHEREAS,Licensor owns the entire right, title and interest in and to the five video series IDDE: a grate concern,Public Outreach(the Intellectual Property,as hereinafter defined),and WHEREAS,'Licensee desires to obtain,and Licensor is willing to grant, an exclusive hcense within Territory —as further delineated below—given to Licensee to the Intellectual Property,in accordance with the terms and conditions hereinafter set forth,and WHEREAS,Licensor will deliver and Licensee will accept the Intellectual Property and its License on the terms herein provided NOW,THEREFORE,in consideration of these premises and the mutual covenants contained herein, the parties hereto agree as follows 1 Definitions For all purposes of this Agreement,except as otherwise expressly provided or unless the context otherwise requires,the terms defined in this Section have the meaning assigned to them in this Section,and include the plural as well as the singular "Confidential Information"means all media,media production,designs,drawings,Intellectual Property, including all copyrighted material,trade secrets,and data relating to the Property or the Products "Intellectual Property"means all existing intellectual property rights,including the copyrights assigned to and owned by EV,trademarks and trade names of Licensor related to the media sold to Licensee under this Agreement,whether in the form of CD,DVD,streaming video,or downloads,as well as all existing trade secrets,know-how and other Confidential Information of Licensor related to and attaching to the Intellectual Property through the copyright laws of the United States "License Fee" shall have the meaning assigned to it in Section 5 hereof "Territory"is strictly limited to the legally defined geographic or political borders of the City of Clermont, the Licensee The Territory does not include surrounding communities or commonly accepted areas of the Licensee outside of its geographic,or pohtical border , 2 Licensor's Representations and Warranties EV hereby represents and warrants to Licensee as follows (a) The Intellectual Property is a creation original with Licensor, and that it has the exclusive copyright to hcense to Licensee, (b) To the best of Licensor's knowledge,neither the Intellectual Property, or any part thereof infringes upon any trademarks, copyrights or trade secrets owned by any person, firm or corporation nor the statutory,common law or other rights (including rights of privacy) of any person, firm or corporation, (c) EV is the sole owner of the Intellectual Property and of all rights therein, 1 ,CXCAL VISUAL. 5721 Arapahoe Ave#A2 Boulder,CO 80303 303-413-0847 fax 303-413-0683 (d) No person, firm or corporation other than Licensor has,has had or has claimed to have any right, title or interest in or to the Intellectual Property or any part or use thereof; (e) Licensor has the right,power and authority to enter into this Agreement and to grant the rights granted herein, (f) The rights granted herein are adequate to permit the Licensee to distribute product using the Intellectual Property on the terms herein given 3 Grant of License Subject to all the terms and conditions of this Agreement,Licensor hereby grants to Licensee,and Licensee hereby accepts a sole and exclusive right and hcense,as limited by the Territory(the "License") as follows (a) To use and distribute the Intellectual Property strictly for the purpose of pubhc outreach, (b) To develop,make,have made,use,modify,promote,advertise, distribute and otherwise fully exploit the Intellectual Property in all languages and strictly within the Territory Any copies made of the Intellectual Property must be stamped or marked with the following statement "©2013,Excal Visual LLP,DO NOT COPY" 4 :Restriction of Usage. Subject to all the terms and conditions of this Agreement,Licensor hereby restricts Licensee,and Licensee hereby accepts the following grant restrictions (a) Licensee shall not sell,or in any way use the grant of this license to generate revenues or income within or outside its Territory, (b) Licensee shall not upload,publish or display all,any portion of or any works derived from the Intellectual Property onto any"video sharing service" such as You Tube,Vimeo,Facebook or any other such service 5. Term. The term of the License shall coincide with the term of this Agreement Unless earher terminated pursuant to section 8 hereof,this Agreement shall be effective as of the date hereof and its term shall continue perpetually 6 License Fee In consideration of the License granted herein,Licensee shall pay Licensor the amount of $753 46 7. Payment of License Fee The license fee shall be paid as follows Upon receipt of invoice 8 Exclusivity Licensor's grant of rights to Licensee hereunder is exclusive to the Territory and,during the term of this Agreement,Licensor shall not offer to any other municipality,governmental organization, person,corporation,or entity the rights which are granted hereunder for the Territory,nor shall Licensee itself use or otherwise exploit such rights Licensee is expressly prohibited,and has no rights of distribution, sale or any other transfer of the License outside of its Territory 2 CXCAL VISUAL 5721 Arapahoe Ave#A2 Boulder,CO 80303 303-413-0847 fax 303-413-0683 9 Termination (a) Licensor may terminate this agreement upon written notice in the event that Licensee shall not have paid the License Fee as specified in Section 5 In the event Licensor terminates under this section, the Intellectual Property and all derivations thereof shall be returned to the Licensor (b) Licensor and Licensee may terminate this Agreement by mutual written agreement without refund 10 General (a) The construction,validity, and enforceability of this Agreement shall be determined pursuant to the laws of the State of Colorado (b) This Agreement constitutes the entire agreement between the parties relating to the subject matter covered herein and supersedes any and all previous agreements between the parties,whether written or oral,relating thereto (c) In any dispute over the construction,validity,or enforcement of this agreement,the party that substantially prevails shall be entitled to its reasonable attorney's fees (d) Disclauners (i) EV delivers digital video files and software via DVD, CDROM,Windows Media video,and high-resolution digital video for use by television stations and Internet broadcasting by Licensee EV does not guarantee these delivered media will work on Licensee's system,or will be accepted by every television station or will operate with every Internet connected device It is the responsibility of the Licensee to select and prepare the appropriate digital video files and/or applications for their chosen media delivery,channels and consumers (u) EV does not guarantee nor insure the Licensee that the delivered media will comply with its jurisdictional legal requirements,or any law of the Territory under which the Licensee operates Licensee has the strict responsibility to investigate and determine the necessary laws and regulations of its Territory without EV's input IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first above written LICENSOR LICENSEE Excal Visual,LLP City of Clermont By By - —V Mike King .-s1�c/i'4$ k7,12/--,.. (Printed Name) 3