Simple License and Distribution Agreement
This License and Distribution Agreement (hereinafter referred to as the “Agreement”) is made between Lucerne Independent Film Festival, a Swiss publicly noted organization (hereinafter "LiFF" or the “Company”) and the "Rights Holder / Licensor”, who accepted such terms by submitting payment from the three options listed. The terms and conditions contained in this Agreement are incorporated by reference into all future orders or agreements executed between the said parties and this Agreement shall be deemed to incorporate by reference all schedules and exhibits hereto.
Preamble
A. The Rights Holder owns or holds exclusive rights to certain film and video content, including without limitation, files, images, graphics, photos, messages, tags, sounds, musical works, and works of authorship (collectively, "Content") which it wishes to have the Company distribute in accordance with the terms herein;
B. LIFF provides distribution services for audiovisual content to various Licensees to;
C. Rights Holder wishes to retain LIFF license for the purpose of distributing the Content in accordance with the terms of this Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
The LiFF will distribute the Rights Holder content on various video on demand platforms, such as: Amazon LiFF Showcase (powered by Amazon Services and made available on Amazon.com, Amazon FireTV and Amazon Video on Demand) and Vimeo On Demand's channel "LiFF Showcase Selection", individual Vimeo OnDemand Pages, AVOD-based Video on Demand Services like GC-Flix and Vesair and distribution of content on DVD, sold on platforms like Amazon, Exsila, Exlibris, Weltbild and others.
If Rights Holder opted in on the SmartTV offer the content will be made available on video on demand services like Sony Entertainment, LG Cinema, Samsung SmartTV, other similar apps, youTube Rentals and GoogleFilms and additional VoD’s as the market grows.
LiFF will collect royalties paid by sub-distributors on a quarterly base and pay out Rights Holder the agreed percentage, depending on the package deal the Rights Holder chose.
Royalty Fees paid to Fimmaker
LiFF pays the following minimum guarantee to Rights Holder for supplying their Content:
- $500 for feature length documentaries, films and motion pictures of all kind. 46 minutes and more.
- $200 for short length documentaries, films and motion pictures of all kind. 45 minutes and less.
The Minimum Guarantee is paid out on December 31st 2019.
In Addition, the Rights Holder receives the following royalty fees:
- VoD: $1 per rental and $2.50 per electronic sale through
- SVoD: 70% of the net income generated by third party subscription deal
- AVoD: 50% of the net income generated by third party advertisement subscription deal
The above pay-out schedule includes all kinds of Video on Demand service and it exludes iTunes, FreeTV and PayTV services. These services are to opted in through a secondary contract. (FreeTV, PayTV and iTunes pays 60% to 90% on the negotiated fees on a case by case agreement)
* Information: iTunes signup (encoding, digital rights management protection, publishing) costs around $1000 for a feature length movie, payable by Rights Holder. The royalty payout through iTunes is 70%. If you opt for FreeTV and PayTV then the Company will offer your Content to appropriate television broadcasting acquisition companies. Feature films and documentaries are sold anywhere from around $3000 to $100'000 a film, depending on the territory, network, language and other factors. Company/LiFF negotiates the best price and presents this offer to Rights Holder prior finalization. Rights Holder gets 80% to 90% of the agreed purchase price. On DVD sales Rights Holder gets 30% and or $5 per disc (whatever is greater). Additional information upon request.
IP Assignment
Rights Holder hereby grants to LiFF a limited, non-exclusive, transferable license (the “License Rights”) to: (i) sell, copy, distribute, and otherwise exploit the Content digitally through outlets agreed to by Rights Holder on Exhibit A (such stores, outlets and distribution portals on Exhibit A are referred to as "Licensees"); (ii) collect or receive on behalf of Rights Holder all Revenue derived therefrom; (iii) use, modify, copy, reproduce, display, perform, adapt, modify, delete from, add to, publicly perform, publicly display, reproduce and translate, distribute, have distributed and promote such content in any form in all media now known or hereinafter created, anywhere in the world, and for any purpose, to prepare derivative works of, or incorporate into other works such catalog content, catalog trailers and excerpts of such work in promotional content, and to grant and to authorize sub-licenses of the foregoing; (iv) to use, license and exploit the names, photographs and likenesses, artwork images, biographical and other information provided by Rights Holder in connection with the Content in accordance with the LIFF's general business and carrying out the terms of this Agreement; (v) create and distribute thumbnail images and clips of up to 30 seconds in duration in connection with the promotion of the Content; and (vi) all such other acts and things as LIFF may determine to be necessary or desirable to carry out in connection with the objectives of this Agreement.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A GRANT OF TITLE OR OWNERSHIP TO ALL OR PART OF THE CONTENT, INCLUDING RELATED COPYRIGHTS, TO LiFF, END-USER CUSTOMER, OR ANY OTHER THIRD PARTY.
Rights Holder acknowledges that in providing the services and payments hereunder, LiFF will be required to enter into certain sub-licensing agreements with various licensees, consumer stores or sub-distributors. Rights Holder agrees that this Agreement shall be subject to any applicable terms and conditions of the agreements LIFF enters into with respect to such licensees, consumer stores or sub-distributors. Without limiting the generality of the foregoing, Rights Holder acknowledges that (i) licensees, consumer stores and sub-distributors will have the right to use content protection programs in connection with the Content, and (ii) licensees, consumer stores and sub-distributors may withdraw the Content from distribution at their sole discretion. LiFF will have no liability to Rights Holder for the acts or omissions of any licensees, consumer stores and sub-distributors.
Upon acceptance into the LiFF distribution platform, the sign-up fee paid by Rights Holder shall be non-refundable. Rights Holder acknowledges that it may take up to 4 weeks for material to be supplied to sub-distributors upon arrival of fully compliant source material supplied by Right Holder.
Territory
If not otherwise noted by Rights Owner the territory is worldwide
Duration
If not otherwise noted by Rights Owner the duration is 5 years from the date of this contract.
Exclusivity
If not otherwise agreed this agreement is NON-exclusive. Rights Owner can license its Content to third party, except Vimeo, Amazon Prime, ViaWay, Vesair, Entertainscreen, GCFlix, Golden Ceiba. If Content is already distributed through any of the before mentioned platforms Rights Holder should contact the LiFF prior signup to find a solution.
Limits on Liability
YOU AGREE THAT LIFF WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFIT OR DAMAGES ARISING FROM RIGHTS HOLDER'S USE OF LIFF SERVICES. LIFF WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS WHERE SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING NATURAL CATASTROPHES, GOVERNMENTAL ACTS OR OMISSIONS, LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES, COMMUNICATIONS SYSTEMS BREAKDOWNS, HARDWARE OR SOFTWARE FAILURES, TRANSPORTATION STOPPAGES OR SLOWDOWNS OR THE INABILITY TO PROCURE SUPPLIES OR MATERIALS.
IN NO EVENT WILL LIFF'S AGGREGATE LIABILITY TO RIGHTS HOLDER OR ANY THIRD PARTY IN ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH LIFF'S SERVICE OR THESE TERMS EXCEED THE LESSER OF (I) THE AMOUNT PAID, IF ANY, BY RIGHTS HOLDER TO LIFF IN THE PRIOR 12 MONTH PERIOD, OR (II) THE SUM OF ONE HUNDRED ($100) DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS HEREIN MAY NOT APPLY TO RIGHTS HOLDER. FOR INSTANCE, IF RIGHTS HOLDER IS A CALIFORNIA RESIDENT, RIGHTS HOLDER AGREES TO WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Indemnification.
Rights Holder will defend, indemnify and hold LIFF and any of its subsidiaries, parents, affiliates and each of its respective directors, officers, managers, members, partners agents and employees, harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation, reasonable attorneys' fees, incurred in connection with any suit or proceeding brought against LIFF resulting from a breach of the terms, representations or warranty contained in this Agreement, including, without limitation, the intellectual property rights and license rights granted herein. LIFF will provide Rights Holder prompt notice of any claim and LIFF shall have the option to hire and defend itself at Rights Holder's expense and to control any action or proceeding and determine whether to settle it, and if so, on what terms. If a claim is made and provided proceedings are filed within 6 months, LIFF will have the right to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim which imposes obligations on LIFF shall be subject to LIFF's prior written approval.
LIFF will indemnify and hold harmless, and upon Rights Holder’s request, defend, Rights Holder and its directors, officers, shareholders, employees and agents from and against any and all losses, liabilities, damages, costs, expenses (including reasonable counsel fees), actions, suits and claims arising from any breach of any of LIFF’s obligations, representations or warranties in this Agreement. Rights Holder will promptly notify LIFF of any such action, suit or claim.
Termination for Convenience.
Either party may, at its discretion, terminate this Agreement for convenience at any time by providing the other party with thirty (30) days advance written notice prior to the effective date of termination. Neither party will be relieved of any obligations to the other for unpaid balances for License Rights or other fees payable hereunder prior to such termination. If Rights Holder wishes to terminate within the first six months of being in service, there will be a take-down fee of $200.
Representations and Warranties
1. Licensor represents and warrants that: (a) it has the right, title and authority to enter into and fully perform this licensing agreement; (b) the Title does not contain any subject matter or materials that are unlawful or defamatory or infringe any rights of copyright, trade mark or other intellectual property right or other rights of whatsoever nature of any third party; (c) the Title complies with all content labeling or accompanying guidance (including with respect to age- restricted guidance.) in accordance with relevant legislation and local regulation; (d) it has obtained all rights and clearances, including public performance rights in the music and recordings, necessary to enable the use, sale, rental, public performance, interactive transmission, right to communicate to the public, display, promote or any other use of the Title as contemplated in this Agreement (including all necessary rights from any author, screenwriter, director, actor, producer, composer, musician or performer and all mechanical synchronization, and other rights in any music or recordings contained in the Title or any ancillary material delivered hereunder; (e) that there is no present or prospective claim proceeding or litigation in respect of the Title which might impair limit diminish or infringe the rights licensed hereunder and that all payments made for such rights have been made; (f) the performing right in any musical compositions and lyrics or recordings thereof contained in the Title are either (i) controlled by the relevant local collection society or music copyright society for rights in musical compositions and lyrics for each jurisdiction in the Territory; (ii) controlled by Licensor (in which case, such rights are hereby granted for no additional consideration only to the extent necessary to LiFF to exploit the rights granted herein), or (iii) in the public domain; (g) no other licenses, consents or permissions (including public performance rights) are necessary to exercise the rights granted by Licensor in this Agreement; and (h) Licensor has complied with all applicable laws, rules or regulations which relate to anti-bribery, anti-corruption and/or money laundering. The Title is a fully completed film or Episodic of first class technical quality fully synchronized and color graded with main and end titles shot within acceptable ratios and suitable for internet delivery.
2. Licensor hereby indemnifies and shall keep LiFF, its parent, subsidiaries and any entity in common control indemnified from and against all claims actions proceedings costs damages losses and expenses including legal costs suffered or incurred directly or indirectly by LiFF. or any compensation paid by LiFF. to any third party or arising out of any breach, non- performance or non-observance of any of the covenants warranties representations undertakings and agreements of the Licensor contained herein.
Governing Law.
This Agreement shall be governed by the laws of the Switzerland applicable therein, excluding its conflict of law provisions. Each of the parties hereto attorn to the exclusive jurisdiction of the Courts in the Lucerne, County of Lucerne in Switzerland in any matter arising from this Agreement.
This License and Distribution Agreement (hereinafter referred to as the “Agreement”) is made between Lucerne Independent Film Festival, a Swiss publicly noted organization (hereinafter "LiFF" or the “Company”) and the "Rights Holder / Licensor”, who accepted such terms by submitting payment from the three options listed. The terms and conditions contained in this Agreement are incorporated by reference into all future orders or agreements executed between the said parties and this Agreement shall be deemed to incorporate by reference all schedules and exhibits hereto.
Preamble
A. The Rights Holder owns or holds exclusive rights to certain film and video content, including without limitation, files, images, graphics, photos, messages, tags, sounds, musical works, and works of authorship (collectively, "Content") which it wishes to have the Company distribute in accordance with the terms herein;
B. LIFF provides distribution services for audiovisual content to various Licensees to;
C. Rights Holder wishes to retain LIFF license for the purpose of distributing the Content in accordance with the terms of this Agreement.
NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
The LiFF will distribute the Rights Holder content on various video on demand platforms, such as: Amazon LiFF Showcase (powered by Amazon Services and made available on Amazon.com, Amazon FireTV and Amazon Video on Demand) and Vimeo On Demand's channel "LiFF Showcase Selection", individual Vimeo OnDemand Pages, AVOD-based Video on Demand Services like GC-Flix and Vesair and distribution of content on DVD, sold on platforms like Amazon, Exsila, Exlibris, Weltbild and others.
If Rights Holder opted in on the SmartTV offer the content will be made available on video on demand services like Sony Entertainment, LG Cinema, Samsung SmartTV, other similar apps, youTube Rentals and GoogleFilms and additional VoD’s as the market grows.
LiFF will collect royalties paid by sub-distributors on a quarterly base and pay out Rights Holder the agreed percentage, depending on the package deal the Rights Holder chose.
Royalty Fees paid to Fimmaker
LiFF pays the following minimum guarantee to Rights Holder for supplying their Content:
- $500 for feature length documentaries, films and motion pictures of all kind. 46 minutes and more.
- $200 for short length documentaries, films and motion pictures of all kind. 45 minutes and less.
The Minimum Guarantee is paid out on December 31st 2019.
In Addition, the Rights Holder receives the following royalty fees:
- VoD: $1 per rental and $2.50 per electronic sale through
- SVoD: 70% of the net income generated by third party subscription deal
- AVoD: 50% of the net income generated by third party advertisement subscription deal
The above pay-out schedule includes all kinds of Video on Demand service and it exludes iTunes, FreeTV and PayTV services. These services are to opted in through a secondary contract. (FreeTV, PayTV and iTunes pays 60% to 90% on the negotiated fees on a case by case agreement)
* Information: iTunes signup (encoding, digital rights management protection, publishing) costs around $1000 for a feature length movie, payable by Rights Holder. The royalty payout through iTunes is 70%. If you opt for FreeTV and PayTV then the Company will offer your Content to appropriate television broadcasting acquisition companies. Feature films and documentaries are sold anywhere from around $3000 to $100'000 a film, depending on the territory, network, language and other factors. Company/LiFF negotiates the best price and presents this offer to Rights Holder prior finalization. Rights Holder gets 80% to 90% of the agreed purchase price. On DVD sales Rights Holder gets 30% and or $5 per disc (whatever is greater). Additional information upon request.
IP Assignment
Rights Holder hereby grants to LiFF a limited, non-exclusive, transferable license (the “License Rights”) to: (i) sell, copy, distribute, and otherwise exploit the Content digitally through outlets agreed to by Rights Holder on Exhibit A (such stores, outlets and distribution portals on Exhibit A are referred to as "Licensees"); (ii) collect or receive on behalf of Rights Holder all Revenue derived therefrom; (iii) use, modify, copy, reproduce, display, perform, adapt, modify, delete from, add to, publicly perform, publicly display, reproduce and translate, distribute, have distributed and promote such content in any form in all media now known or hereinafter created, anywhere in the world, and for any purpose, to prepare derivative works of, or incorporate into other works such catalog content, catalog trailers and excerpts of such work in promotional content, and to grant and to authorize sub-licenses of the foregoing; (iv) to use, license and exploit the names, photographs and likenesses, artwork images, biographical and other information provided by Rights Holder in connection with the Content in accordance with the LIFF's general business and carrying out the terms of this Agreement; (v) create and distribute thumbnail images and clips of up to 30 seconds in duration in connection with the promotion of the Content; and (vi) all such other acts and things as LIFF may determine to be necessary or desirable to carry out in connection with the objectives of this Agreement.
NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A GRANT OF TITLE OR OWNERSHIP TO ALL OR PART OF THE CONTENT, INCLUDING RELATED COPYRIGHTS, TO LiFF, END-USER CUSTOMER, OR ANY OTHER THIRD PARTY.
Rights Holder acknowledges that in providing the services and payments hereunder, LiFF will be required to enter into certain sub-licensing agreements with various licensees, consumer stores or sub-distributors. Rights Holder agrees that this Agreement shall be subject to any applicable terms and conditions of the agreements LIFF enters into with respect to such licensees, consumer stores or sub-distributors. Without limiting the generality of the foregoing, Rights Holder acknowledges that (i) licensees, consumer stores and sub-distributors will have the right to use content protection programs in connection with the Content, and (ii) licensees, consumer stores and sub-distributors may withdraw the Content from distribution at their sole discretion. LiFF will have no liability to Rights Holder for the acts or omissions of any licensees, consumer stores and sub-distributors.
Upon acceptance into the LiFF distribution platform, the sign-up fee paid by Rights Holder shall be non-refundable. Rights Holder acknowledges that it may take up to 4 weeks for material to be supplied to sub-distributors upon arrival of fully compliant source material supplied by Right Holder.
Territory
If not otherwise noted by Rights Owner the territory is worldwide
Duration
If not otherwise noted by Rights Owner the duration is 5 years from the date of this contract.
Exclusivity
If not otherwise agreed this agreement is NON-exclusive. Rights Owner can license its Content to third party, except Vimeo, Amazon Prime, ViaWay, Vesair, Entertainscreen, GCFlix, Golden Ceiba. If Content is already distributed through any of the before mentioned platforms Rights Holder should contact the LiFF prior signup to find a solution.
Limits on Liability
YOU AGREE THAT LIFF WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFIT OR DAMAGES ARISING FROM RIGHTS HOLDER'S USE OF LIFF SERVICES. LIFF WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING UNDER THESE TERMS WHERE SUCH FAILURE OR DELAY IS DUE TO CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING NATURAL CATASTROPHES, GOVERNMENTAL ACTS OR OMISSIONS, LAWS OR REGULATIONS, TERRORISM, LABOR STRIKES OR DIFFICULTIES, COMMUNICATIONS SYSTEMS BREAKDOWNS, HARDWARE OR SOFTWARE FAILURES, TRANSPORTATION STOPPAGES OR SLOWDOWNS OR THE INABILITY TO PROCURE SUPPLIES OR MATERIALS.
IN NO EVENT WILL LIFF'S AGGREGATE LIABILITY TO RIGHTS HOLDER OR ANY THIRD PARTY IN ANY MATTER ARISING FROM, RELATING TO OR CONNECTED WITH LIFF'S SERVICE OR THESE TERMS EXCEED THE LESSER OF (I) THE AMOUNT PAID, IF ANY, BY RIGHTS HOLDER TO LIFF IN THE PRIOR 12 MONTH PERIOD, OR (II) THE SUM OF ONE HUNDRED ($100) DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS HEREIN MAY NOT APPLY TO RIGHTS HOLDER. FOR INSTANCE, IF RIGHTS HOLDER IS A CALIFORNIA RESIDENT, RIGHTS HOLDER AGREES TO WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
Indemnification.
Rights Holder will defend, indemnify and hold LIFF and any of its subsidiaries, parents, affiliates and each of its respective directors, officers, managers, members, partners agents and employees, harmless from any claim, demand, action, damage, loss, cost or expense, including without limitation, reasonable attorneys' fees, incurred in connection with any suit or proceeding brought against LIFF resulting from a breach of the terms, representations or warranty contained in this Agreement, including, without limitation, the intellectual property rights and license rights granted herein. LIFF will provide Rights Holder prompt notice of any claim and LIFF shall have the option to hire and defend itself at Rights Holder's expense and to control any action or proceeding and determine whether to settle it, and if so, on what terms. If a claim is made and provided proceedings are filed within 6 months, LIFF will have the right to withhold payment of any monies due hereunder in an amount reasonably related to the claim and potential expenses. Any settlement of any claim which imposes obligations on LIFF shall be subject to LIFF's prior written approval.
LIFF will indemnify and hold harmless, and upon Rights Holder’s request, defend, Rights Holder and its directors, officers, shareholders, employees and agents from and against any and all losses, liabilities, damages, costs, expenses (including reasonable counsel fees), actions, suits and claims arising from any breach of any of LIFF’s obligations, representations or warranties in this Agreement. Rights Holder will promptly notify LIFF of any such action, suit or claim.
Termination for Convenience.
Either party may, at its discretion, terminate this Agreement for convenience at any time by providing the other party with thirty (30) days advance written notice prior to the effective date of termination. Neither party will be relieved of any obligations to the other for unpaid balances for License Rights or other fees payable hereunder prior to such termination. If Rights Holder wishes to terminate within the first six months of being in service, there will be a take-down fee of $200.
Representations and Warranties
1. Licensor represents and warrants that: (a) it has the right, title and authority to enter into and fully perform this licensing agreement; (b) the Title does not contain any subject matter or materials that are unlawful or defamatory or infringe any rights of copyright, trade mark or other intellectual property right or other rights of whatsoever nature of any third party; (c) the Title complies with all content labeling or accompanying guidance (including with respect to age- restricted guidance.) in accordance with relevant legislation and local regulation; (d) it has obtained all rights and clearances, including public performance rights in the music and recordings, necessary to enable the use, sale, rental, public performance, interactive transmission, right to communicate to the public, display, promote or any other use of the Title as contemplated in this Agreement (including all necessary rights from any author, screenwriter, director, actor, producer, composer, musician or performer and all mechanical synchronization, and other rights in any music or recordings contained in the Title or any ancillary material delivered hereunder; (e) that there is no present or prospective claim proceeding or litigation in respect of the Title which might impair limit diminish or infringe the rights licensed hereunder and that all payments made for such rights have been made; (f) the performing right in any musical compositions and lyrics or recordings thereof contained in the Title are either (i) controlled by the relevant local collection society or music copyright society for rights in musical compositions and lyrics for each jurisdiction in the Territory; (ii) controlled by Licensor (in which case, such rights are hereby granted for no additional consideration only to the extent necessary to LiFF to exploit the rights granted herein), or (iii) in the public domain; (g) no other licenses, consents or permissions (including public performance rights) are necessary to exercise the rights granted by Licensor in this Agreement; and (h) Licensor has complied with all applicable laws, rules or regulations which relate to anti-bribery, anti-corruption and/or money laundering. The Title is a fully completed film or Episodic of first class technical quality fully synchronized and color graded with main and end titles shot within acceptable ratios and suitable for internet delivery.
2. Licensor hereby indemnifies and shall keep LiFF, its parent, subsidiaries and any entity in common control indemnified from and against all claims actions proceedings costs damages losses and expenses including legal costs suffered or incurred directly or indirectly by LiFF. or any compensation paid by LiFF. to any third party or arising out of any breach, non- performance or non-observance of any of the covenants warranties representations undertakings and agreements of the Licensor contained herein.
Governing Law.
This Agreement shall be governed by the laws of the Switzerland applicable therein, excluding its conflict of law provisions. Each of the parties hereto attorn to the exclusive jurisdiction of the Courts in the Lucerne, County of Lucerne in Switzerland in any matter arising from this Agreement.
