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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 U rJ i r t 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 I