Licensor/s:

[Insert full personal/company names for each Licensor]

Licensor Address:

[Insert full contact/registered address for each Licensor]

Licensee:

SCI FI CHANNEL EUROPE LLC
76 Oxford House, 76 Oxford Street, London United Kingdom W1D 1BS

Film:

[Insert full film title including director, writer and producer names, year of production and film length.]

Language version:

Original English version.

Term:

36 months from Commencement Date.  

Commencement Date:

1 October 2008.

Licensed Service(s):

SCI FI Channel, 13th Street Channel and any other channels owned or operated by the NBC Universal Limited company group, including any multiplex or similar versions of any such channels.

Rights:

Licensor grants to Licensee a non-exclusive and royalty-free licence throughout the Territory during the Term to transmit, broadcast and/or communicate the Film to the public and/or to authorise any such transmission, broadcast and/or communication of the Film to the public for the Number of Runs through all methods of media and by all means of transmission now known or hereafter invented and to any and all viewing devices through such means of transmission.

Licensee shall have the right at its sole discretion, during the Term, to alter add to, cut, amend edit or delete any part thereof, to superimpose digital on-screen graphics (at Licensee’s sole cost) including the  Licensee’s logo or that of the Licence Service(s) on which the firm is being transmitted throughout each such transmission, to dub and/or sub-title the Film into any language(s), to make and retain copies of the Film in perpetuity for its file, reference, audit, sales, regulatory compliance and publicity purposes and to stream the Film on a free to air basis on the Licensee’s website and/or third party websites or Internet services.

Licensee confirms that it will not delete any credits and/or copyright notices in the Film.

Territory:

The World.

Number of Runs:

Unlimited.

Licence Fee:

In consideration of Licensor’s grant of the Rights above, Licensee agrees that it will pay to Licensor in accordance with Payment Terms below the following licence fee:

US $ ___________________________

(                                                                ) [State total amount in words.]

[Licence fee to be calculated on basis of US$50 (fifty United States dollars) per minute of licensed Film.]

Payment Terms:

Licensee will pay the Licence Fee in one single instalment of 100% within sixty days of Licensee receiving from Licensor a valid invoice (including purchase order number if required by Licensee) for such payment.
                                                                                                                                                                                                                             

Material and
Delivery Requirements:

Licensor will deliver to Licensee in accordance with terms set out below:

1. one Digital Betacam video tape PAL format version of the Film, colour balanced, fully titled and with fully synchronised audio;
2. full English scripts for the Film and any subtitled or dubbed versions of the Film available;
3. music cue sheets for all music (atmospheric, incidental or otherwise) incorporated in the Films, and each cue sheet must include full names of all writers, performers and arrangers for each piece of music; and
4. any supporting or promotional materials available for the Film if requested by Licensee, including without limitation any behind-the-scenes footage, cast and crew interviews, still photography, scripts or actor, producer, writer or director biographies.

Licensor shall be responsible for paying all delivery costs. Licensee will return any delivered Master Tapes to Licensor upon expiry of the Term at cost of Licensee.

If License is not already in possession of the full Materials at Commencement Date, then Licensee will deliver all materials to Licensor at the address set out above marked to the attention of Marcel Swagers, Head of Marketing Communications Benelux, at the address set out above no later than thirty days prior to the Commencement Date or seven days following execution of this Agreement, whichever is the latest.

Licensor’s Warranties:

Licensor hereby represents, undertakes and warrants throughout the Term as follows:

1. It owns or controls the entire and exclusive copyright and all other distribution, exhibition or other intellectual property rights in the Film through the Territory and has the full legal right, power and authority to enter into this Agreement and to grant the Rights granted to Licensee above free from any and all claims, charges or encumbrances. Licensor warrants in addition that there is no outstanding contract, commitment, arrangement or legal impediment of any kind which is in conflict with this Agreement or which might in any away limit, restrict or impair Licensee's exercise of the Rights; and Licensor will not, so long as this Agreement remains in effect, grant or purport to grant to any person rights of any kind in any of the Film, the exercise of which may derogate from, or be inconsistent with, the Rights granted to Licensee hereunder.
2. The Film and the Rights granted under this Agreement will not infringe upon the common law rights or intellectual property rights (including without limitation any copyright, trademark, patent or similar right) of any person and do not and will not violate any other private, civil and/or property rights, or the right of privacy, of any person and are not defamatory of any person.
3. Save only in respect of the musical perfomance works contained in the Film, Licensor has secured and paid for in full all rights, grants and consents necessary for Licensee to exercise the Rights and (other than the Licence Fee and music performance rights royalties payable pursuant to paragraph 4 below) no fees or other sums shall be payable by Licensee as a result of its exercise of the Rights.
4. The synchronisation rights for each musical work incorporated in the Film and any sound recording thereof have been obtained and paid for in full by Licensor and Licensee shall have no liability for any payments in connection with any such musical works and/or sound recordings by reason of Licensee's exercise of the Rights SAVE ONLY THAT to the extent the performing/broadcasting rights in any such musical works (and lyrics) are controlled by BUMA and/or any local affiliated performing rights societies Licensee shall be liable for the payment of performing/ broadcasting fees in respect of the same to such society(ies).
5. In the production and making of the Film, all applicable collective bargaining agreements and all applicable rules and regulations of any unions having jurisdiction were complied with; all persons who performed services in connection with the Film received full payment with respect thereto and with respect to the transmission of each Programme as provided in this Agreement; and no fee, compensation or any other payment whatsoever will ever be payable by the Licensee to any producer, director, actor, writer or any other person who performed services on the production of or otherwise in connection with the Film by reason of Licensee's exercise of the Rights.
6. All credit requirements shall be notified by Licensor and the same shall contain all necessary and proper credits for all persons appearing in or connected with the production of the Programme(s) who are entitled to receive the same. Licensee shall be entitled to rely upon such requirements of which it is notified by Licensor.
7. There is no litigation existing, threatened or pending with respect to any Programme which may affect Licensee's exercise of the Rights and to the extent that Licensor becomes aware of any such litigation it shall immediately notify the Licensee together with the details of such litigation.

Licensee’s Warranty:

Licensee hereby represents and warrants that it is free to enter into and fully perform the terms and conditions of this Agreement and has the full power and authority to do so.

Assignment:

Licensee may at any time assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this Agreement or any rights granted hereunder and/or sub-contract any or all of its obligations hereunder.

Options

Licensor agrees to grant to Licensee the option to extend or re-license the Film on no less favourable terms and conditions as contained in this agreement, including, for the avoidance of doubt, the Licence Fee.

Licensor agrees that Licensee will have the first option and last right of refusal to acquire from Licensor the right to create a commercial DVD release incorporating the Film for sale in the Territory. Licensor agrees to negotaite in good faith with Licensee for the commercial terms on which such rights will be granted. Licensor agrees furthermore that if it recieves any proposals for a commercial DVD release of the Film from any third party that it will promptly advise Licensee of such proposal, will provide Licensor with evidence of any such proposals will allow Licensor a period of not less than one month to match such proposal.

Applicable Law
& Jurisdiction:

The validity, construction and performance of this Agreement (and any claim, dispute or matter arising under or in connection with it or its enforceability) shall be governed by and construed in accordance with the law of England and Wales.  Each party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.

Miscellaneous:

If there is more than one Licensor who is a party to this agreement then each Licensor will be jointly and severally liable to Licensee for performance of this Agreement and for all terms, conditions, warranties specified in this Agreement and any indemnity or liability resulting from breach of any such term, condition or warranty.

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings relating to the subject matter hereof. Each of the parties acknowledges and agrees that in entering into this Agreement, it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out herein.  Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing.

Any provision in this Agreement found by any court or administrative body of competent jurisdiction to be void or unenforceable shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

Signed as a binding AGREEMENT by LICENSOR on the date set out below:

Signature:   _____________________________

Name/Title: _____________________________

Date:          ________________________ / 2008

Signed as a binding AGREEMENT by LICENSEE on the date set out below:

Signature:   _____________________________

Name/Title: _____________________________

Date:          ________________________ / 2008