Creative Support Services
VIDEO LICENSE AGREEMENT

Creative Support Services ("Library") for valuable consideration and in accordance with the terms set out below grants to the Licensee ("Licensee") named below a license for a non-exclusive use of: Showpoppers Vol_____

Company or Person (Licensee)
Address
City State Zip Phone

The term “Licensee” shall not include a parent, subsidiary, affiliate,separate department or branch office of Licensee, except with the prior written consent of Library

“Showpoppers” (hereafter referred to as “Video”) are comprised of “Showpopper Clips”, “Showpopper Programs” and “Full Length Music”.
"Showpopper Clips" are a series of discrete related motion images without accompanying sound recording. "Showpoppers Programs” are fully edited and scored 30 second video vignettes, each of which consists of a series of assembled related “Showpoppers Clips” with accompanying music in the form of Sound Recording. “Full Length Music” refers to unedited sound recordings of the music featured in their respective “Showpoppers Programs”. If delivered on CD audio “Full Length Music” also refers to mixed out “bonus” versions of the music featured in “Showpoppers Programs”.

Except as otherwise expressly provided the term "use" with respect to “Showpopper Programs” shall include the use of (i) the visual series of related images without accompanying Sound Recording; (ii) the visual series of related images with Sound Recording; or (iii) the Sound Recording without accompanying visual series of related images.

1. Licensee or a customer of Licensee shall have the worldwide, non-exclusive, non-assignable, non-divisible right for the unlimited use of the Video when in synchronization with audio, music and/or other visual elements added by Licensee for broadcast and non-broadcast purposes with these restrictions:
(a) The Video cannot be duplicated by itself in whole or in part in any medium, tape or disc or otherwise, and resold, licensed, leased or in any other way used or transferred to any other party without the express prior written permission of Library. Licensee may make one (1) copy only of the licensed Video for back-up purposes only.
(b) Licensee must obtain an additional license from Library if Licensee or a Customer of Licensee intends to reproduce and re-package the Video for Products For Sale or other distribution that exceed an initial duplication of 50,000 units.
(c) Licensee must obtain prior written permission and an additional license from Library if Licensee or a Customer of Licensee intends to add lyrics to any Video Sound Recording. (d) Use of the Video in theatrical motion pictures, made for television movies, and network television primetime programming and commercials requires additional licensure from Library.
(e) The name or likeness of any person capable of being individually indentified by name or likeness in the Video may not be used in static form in any medium, tangible or intangible, including but not limited to print and multimedia applications or, in, upon or within any website, web page, or web address or transmitted in or over the Internet.
(f) No portion of the Video may be posted on any electronic bulletin board. No portion of the Video may be used in, upon or within any website, web page, or web address or transmitted in or over the internet in a downloadable format or at a resolution higher than 320x240 pixels. (1)
(g) Use of Public Domain material in the Video entitled “World War II Bombing Run” and “Spanish Armada” in any product or production is restricterd to products or productions intended for sale, distribution or broadcast (including the Internet) inside the United States of America and its territories. The use of “World War II Bombing Run” and “Spanish Armada” in any product or production intended for sale, distribution or broadcast (including the Internet) outside of the United States of America and its territories requires further licensure from the holders of pertinent copyrights and is the responsibility of Licensee.
h) The Licensee may not use or permit the use of the Video, or any part thereof, as a trademark or service mark, or claim any proprietory rights of any sort in the Video, or any part thereof.
i) If there are any incidental trademarks or logotypes contained in the Video, the Licensee may not alter such incidental trademarks or logotypes or use them specially in any way, including any use which implies an association with or an endorsement by the owner(s) of such incidental trademarks or logotypes.
j) Any product or production by Licensee containing the Video, in whole or part, must have affixed a copyright notice substantially in the following form: “© (date) (by Licensee or Customer of Licensee). All Rights Reserved. No unauthorized duplication permitted.”
k) The Video may not be used to create or distribute any pornographic, obscene, libellous or defamatory material.

2. Public Performance of Video Sound Recording(s)

(a) Licensee or a Customer of Licensee shall have the worldwide, non-exclusive, non assignable, non-divisible right to perform a Video Sound Recording for non- broadcast purposes when the Sound Recording is combined with other audio and/or visual elements added by Licensee and where the Sound Recording is not a featured part of any such presentation but rather an incidental or background element.
(b) If Licensee's use is an audio-visual use which is broadcast over television, radio, cable, satellite or similar medium, then Licensee agrees to make such broadcast information available to Library so that Library can arrange to collect its performance fees on the sound recording from the performing rights society with which Library is affiliated. Licensee is not responsible for any additional fee for such use as described in subparagraph 2(b) unless Licensee is the broadcaster, in .which case Licensee would be responsible to the relevant performing rights society but not to Library. Where applicable Licensee agrees to list CSS Music (BMI) on cue sheets. If Licensee is the broadcaster and either an educational institution, local religious organization or a public access, community access or ` government access system operating on a non-profit basis, then License shall not be responsible for any additional fee to the relevant performing rights society.
3. (a) Any use of the Video by Licensee not authorized by this Agreement shall constitute an infringement of the rights of the Library, including but not limited to Library’s copyrights in the Video and Sound Recording and shall terminate all rights granted to Licensee by this License whereupon Licensee shall, at Licensee’s own expense, return to the Library the Video furnished to Licensee by Library; in addition, Library shall have the right to pursue any other remedy available at law or equity, including injunctive relief and damages, including statutory damages, treble damages and attorneys fees pursuant to the Copyright Act.
(b) In the event of any other material breach of this Agreement by Licensee, Library may terminate this License upon 30 days written notice to Licensee and, in addition seek any other remedy available at law and equity, including injunctive relief and damages. (2)
4. Any other provision of this Agreement notwithstanding, Licensee agrees that upon receipt of written notice, sent by mail or otherwise delivered to Licensee by Library, that Licensee shall immediately stop all use of such portions of the Video as Library may designate and that Licensee shall require all customers of Licensee to stop all use of such portions of the Video as Library may designate. Concerning any portion of the Video for which Library has issued a Notice to Stop All Use, Library may, but is not obligated to, issue or provide for, a replacement or substitute.
5. Nothing in this License should be construed to give Library any right or claim for future fees paid to Licensee by Licensee's customer when Licensee's use or Licensee's customer's use of the Video is a use permitted by this License.
6. Library warrants the Video to be free from defects in material and workmanship for 90 days from delivery. The sole and exclusive remedy for a breach of the foregoing Limited Warranty is the replacement of the Video or refund of the License fee, at Library’s option. Library makes no other warranty, express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose. Some states do not permit the exclusion of implied warranties and you may have other rights which may vary from state to state. Library shall not be liable to Licensee or any other person or entity for any general, special, direct, indirect, consequential, incidental or other damages arising out of this License or otherwise including the use of the Video or the inability to use the Video.
7. While Licensee by this License acquires the physical property embodying the Video (media) and the license to use the Video as described in this License, Licensee does not acquire any ownership rights in its underlying copyrights.
8. It is understood that the Video contains many audio visual works, each having a separate copyright and possibly separate dates of copyright expiration or termination. To the extent that the term of this license exceeds the life of the copyright in any of the works in the Library, the license continues in full force and effect with respect to all remaining copyrights in the works in the Library.
9. Licensee agrees to defend, indemnify and hold Library or its officers, directors, employees or agents free and harmless against any and all claims, suits, liability, losses, damage, torts, judgments, recoveries, costs, expenses and attorneys fees which may be made or brought against it, paid or incurred by Library by reason of any use or exploitation of the Video or any of the works in it, which use or exploitation does not involve copyright claims, by reason of breach or claim of breach of this agreement by any alleged third party beneficiary, or by reason of any agreement of Licensee with any third party whomsoever concerning any use of the Video (except where otherwise prohibited by law in cases where Licensee is a government entity).
10. This Agreement shall be governed by and construed in accordance with the law of the state of California.. Any action hereunder shall be duly filed within the jurisdiction of the County of Los Angeles, State of California, and both Parties consent to in personum jurisdiction of the Courts of that county.
11. It is specifically agreed that this Agreement contains each of the terms, covenants, conditions and promises of parties hereto. No modification shall be valid or binding unless made in writing and executed by both parties hereto.
12. Should any action be brought to enforce or interpret this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees and costs. Said costs and expenses may include any and all collection costs incurred (except where otherwise prohibited by law in cases where Licensee is a government entity).
13. This Agreement shall be binding upon and inure to the benefit to the parties hereto and the respective successors and assigns.
14. The term of this Agreement shall be 25 years.
(3)



15. THIS AGREEMENT SHALL BE DEEMED EFFECTED ONLY UPON:
(I) THE EXECUTION OF THIS AGREEMENT BY LICENSEE AND RECEIPT BY LIBRARY; AND
(II) PAYMENT IN FULL BY LICENSEE OF THE LICENSE FEE DESCRIBED BY LIBRARY'S INVOICE TERMS ACKNOWLEDGING THE SALE OF THE COPY OF THE VIDEO TO LICENSEE

Thereafter this Agreement shall be deemed effective and binding upon the parties at all times that the Video is used by Licensee.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
and year written below.

Creative Support Services
1948 Riverside Drive
Los Angeles, CA 90039

By Date
Agreed to and accepted as to all Terms and Conditions

LICENSEE

Name Title


Signature Date

Licensee must sign and date one copy and return it to Creative Support Services. Thank You!
(4)