HomeMy WebLinkAboutC-7120-1 - Clearance AgreementLicensor hereby warrants and represents that it is the sole owner or holder (or the authorized representative of the
sole owner or holder) of the rights granted herein, including, but not limited to any and all copyrights, ttademartts, and
riglita in the likenesses of any people (if any) depicted in the Licensed Material, that it is authorized to enter into and
execute this agreement, that nothing of value apart from the Licensed Material was given (or was agreed to be given)
to Producer or any other person or entity in exchange for use of the licensed Material in the Production, that the consent
of no adw person or entity is required to enable Producer to use the Licensed Material as described hetero, and that
such use will not violate the rights of any third parties.
To the fullest extent permitted by law, but excluding Claims (as defined below) based on Licensor's intentional breach of
any of its representations, warranties or covenants in this agreement, Producer shall indemnify, defend and hold harmless
Licensor, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the
"Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death
or damage to propertyl, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liabilities, costs and expenses (including without limitation, reasonable outside attorneys' fees, disbursements
and court costs) of every kind and nature whatsoever (individually, a "Claim" and collectively, "Claims"), which my
arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement,
and/or Producers use of the Licensed Material, including the negligent, reckless, and/or walful acts, errurs and/or
omissions of Producer, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone
employed directly or indirectly by any of them or for whose acts they may be liable, or any or all ofthem
This agreement and all matters or issues collateral thereto shall be governed by the internal, substantive law of California
without regard to the conflicts of law provisions thereof and the exclusive forum for any dispute shall be the state and/or
federal courts located in Orange County, California. This agreement contains the parties' entire understanding relative to its
subject matter. In any action by licensor for breach of any provision hereunder, except for an action related to or arising
from Producer's unauthorized use of the City of Newport Beach Seal, as defined in Newport Beach Municipal Code
Section 1. 16.010 (provided that if Licensor seeks emergency relief against Producer as a result of an unauthorized use of
the City of Newport Beach SeaLLIcensor shall first provide Producer with prior written notice of the breach and provide
Producer with a reasonable opportunity to cure, with the understanding that Producer's blurring pixelating or obscuring of
the City OFNewport Beach Seal in the Production shall not be deemed an unauthorized use or breach hereunder), Licensor
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CLEARANCE AGREEMENT
V
EVOLUTION FILM & TAPE, INC.
3310 W. Vanowen Street
Burbank, California 91505-
1239
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned
("Lfcensor'l hereby grants to Evolution Film & Tape, Inc. ("Prodaeer'7 and its successors, licensees and assigns, the
M and complete right to use:
Oasis Senior Center name(trademark and Oasis News March 2017 Issue Cover, but specifically excluding
City of Newport Beach Seal as defined in New= Beach Mmrieioal Code 1 16.010
(the'Zdcensed Material') in and in connection with the production currently entitled " IHE REAL HOUSEWIVES OF
ORANGE COUNTY' (the "Production") and any related production (including, without limitation, best of s,
compilations, clip shows, talk shows, reunions, award shows, digital extras, etc.) ("Related Productions"), and in
connection with advertisements, promotions, publicity. and other material relating to the Production and Related
Productions.
The rights herein granted shall extend to and include Producer's use of the licensed Material in any and all manner and
media whatsoever, whether now known or hereafter devised, throughout the universe in perpetuity, five and clear of any
and all claims for royalties, residuals, or other compensation.
Without limiting the foregoing, Producer's right to use the License Materiel shall under no circumstances extend to
Producer's right to use the City of Newport Beach Seal, as defined in Newport Beach Municipal Code 1.16.010;
provided, however, that licensor agrees that Producer shall have the right to blur, pixelate or obscure the City Of
Production.
Newport Beach Seal in the
Producer shall have the sole right to determine the manner in which the Licensed Material shall be used pursuant to this
agreement, and Producer shall not be obligated to use the Licenced Material as part of the Production or otherwise,
or to broadcast or otherwise exhibit or exploit the Production.
Licensor hereby warrants and represents that it is the sole owner or holder (or the authorized representative of the
sole owner or holder) of the rights granted herein, including, but not limited to any and all copyrights, ttademartts, and
riglita in the likenesses of any people (if any) depicted in the Licensed Material, that it is authorized to enter into and
execute this agreement, that nothing of value apart from the Licensed Material was given (or was agreed to be given)
to Producer or any other person or entity in exchange for use of the licensed Material in the Production, that the consent
of no adw person or entity is required to enable Producer to use the Licensed Material as described hetero, and that
such use will not violate the rights of any third parties.
To the fullest extent permitted by law, but excluding Claims (as defined below) based on Licensor's intentional breach of
any of its representations, warranties or covenants in this agreement, Producer shall indemnify, defend and hold harmless
Licensor, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the
"Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death
or damage to propertyl, demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines,
penalties, liabilities, costs and expenses (including without limitation, reasonable outside attorneys' fees, disbursements
and court costs) of every kind and nature whatsoever (individually, a "Claim" and collectively, "Claims"), which my
arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement,
and/or Producers use of the Licensed Material, including the negligent, reckless, and/or walful acts, errurs and/or
omissions of Producer, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone
employed directly or indirectly by any of them or for whose acts they may be liable, or any or all ofthem
This agreement and all matters or issues collateral thereto shall be governed by the internal, substantive law of California
without regard to the conflicts of law provisions thereof and the exclusive forum for any dispute shall be the state and/or
federal courts located in Orange County, California. This agreement contains the parties' entire understanding relative to its
subject matter. In any action by licensor for breach of any provision hereunder, except for an action related to or arising
from Producer's unauthorized use of the City of Newport Beach Seal, as defined in Newport Beach Municipal Code
Section 1. 16.010 (provided that if Licensor seeks emergency relief against Producer as a result of an unauthorized use of
the City of Newport Beach SeaLLIcensor shall first provide Producer with prior written notice of the breach and provide
Producer with a reasonable opportunity to cure, with the understanding that Producer's blurring pixelating or obscuring of
the City OFNewport Beach Seal in the Production shall not be deemed an unauthorized use or breach hereunder), Licensor
agrees that its exclusive remedy shall be an action at law for damages and in no event shall Licensor be entitled to
injunctive or any other equitable relief. Nothing in this agreement shall limit or restrict any rights otherwise enjoyed by
Producer under law or contract In the event of any dispute or legal action arising under this agreemea4 the prevailing party
shall not be entitled to attorney's fees.
(SIGNATURE PAGE TO MfEDIATELYFOLLOW.]
AGREED AND ACCEPTED:
APPROVED AS TO FORM;
CITY ATTORNEY'S OFFICE
Date TWO
B . =1
Aktv1MHart,.qityAttomey oi.144+
alrml.
ATTEST: G I
Date:
By:
ffetfani 1. Brown, City C crk
LICENSOR: CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By. `.`-�.�'�
ra Detwciler, R c eafion & Senior
'ces Director
PRODUCER: EVOLUTION FILM & TAPE, INC.,
a California corporation
Date: -7 t '? 17
By.
Name Dd U(sL 6}S 4 /ZbgS
Its: P/LESt .Oewf-
7-17--17
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