Betj Lens On Talent Letter Agreement[1]

March ____, 2009 Re:

Lens on Talent™: Johnson and Johnson Presents a Filmmaker’s Challenge

Dear

:

This letter agreement (“Agreement”) will serve as confirmation of the agreement between BETJ, a division of Black Entertainment Television LLC (“BETJ”) and _____________________________ _________________________________________ (“Filmmaker”), with respect to the licensing of a nonfiction documentary film entitled

_________________

______________________________ (the “Film”). The details of the agreement are as follows: Engagement: BETJ seeks to license from Filmmaker the Film in accordance with the terms of this Agreement. Filmmaker hereby agrees to license the Film to BETJ in accordance with the terms set forth herein for a nonexclusive period of one (1) year from the initial airdate of the Film (“Initial Period”). BETJ shall not be obligated to use Filmmaker’s Film or any other works or materials based upon or derived from Filmmaker’s Film. Filmmaker hereby waives any claim for loss of publicity or opportunity to enhance Filmmaker’s reputation by reason of BETJ’s failure to exhibit the Film or to use the results and proceeds of Filmmaker’s Film. License Fee: Upon the full execution of this Agreement, BETJ shall pay Filmmaker a license fee of Five Hundred Dollars ($500.00) (“License Fee”) for the Initial Period within thirty (30) days of BETJ’s receipt and acceptance of Filmmaker’s invoice. In the event BETJ elects to exhibit the Film beyond the Initial Period, BETJ shall have the option to broadcast, exhibit and display the Film for additional one (1) year periods (“Additional License Periods”), provided that BETJ shall pay Filmmaker Five Hundred Dollars ($500.00) for each Additional License Period. Said Additional License Period(s) shall begin upon BETJ’s notice to Filmmaker of its exercise of this option. Collectively the Initial Period and Additional License Periods shall be defined herein as the “Term.” Grant of Rights: Filmmaker hereby grants to BETJ a non-exclusive license to broadcast, display, exhibit, and exploit the Film throughout the world on the networks and program services owned and operated by Black Entertainment Television LLC including without limitation BETJ, the Internet, and Video On Demand, for the Initial Period and, if applicable, all Additional License Periods. BETJ shall have the right to edit, dub, and revise the Film as necessary for timing purposes, to comply with BETJ’s Standards and Practices Policies, for technical purposes, to combine it into a composite or compilation work, to insert the "BET" or "BETJ" logo, promos or promotional announcements, or to conform to time-segment requirements as mandated by applicable federal, state or local laws and regulations. BETJ shall have the right to use excerpts of the Film for promotional purposes in any manner or media during the Term hereof.

Ownership/Rights: Filmmaker will retain ownership of the copyrights to the Film and all elements thereof. Errors and Omission Insurance: Intentionally Omitted. Clearances: It shall be Filmmaker’s sole responsibility to obtain any and all clearances for any third party material embodied in the Film and Filmmaker shall provide written proof thereof to BETJ upon BETJ’s request. Delivery: Filmmaker agrees to deliver to BETJ all of the following: (i) available promotional materials; (ii) one (1) digital audio-visual videotape; and (iii) music cues, commercial cues, and format sheets directed to: Gail Northern, Vice President of Programming, Black Entertainment Television, LLC, One BET Plaza, 1235 W Street, N.E., Washington, DC 20018, with an additional copy of the music cues to Crystal Maisonet at the same address. Publicity: Filmmaker will not furnish or authorize any advertising matter or publicity in any form relating to BETJ or its operations, personnel or affiliates without BETJ’s express written consent, provided that Filmmaker may make incidental, non-derogatory and non-confidential reference to the Film in connection with Filmmaker’s personal publicity. No Tie-Ins, Etc.: Filmmaker will notify BETJ of any arrangements or commitments for any commercial tie-ins or product placement arrangements or tradeoffs or other commercial arrangements before delivery of the Film to BETJ. Confidentiality: Filmmaker agrees that it will keep strictly confidential and will not disclose to anyone (exclusive of Filmmaker’s authorized agents and legal and financial representatives) the material terms of this Agreement without the prior written consent of BETJ. Non-Union Acknowledgment: BETJ, including its affiliates and subsidiary companies, is not now a signatory to any union, guild, or other collective bargaining agreement having jurisdiction over the Film and shall not become a signatory or otherwise affiliate the Film with any union, guild or other collective bargaining agreement that may be construed to relate to BETJ’s license or Filmmaker’s Film hereunder or any personnel employed by Filmmaker for the production of the Film. Filmmaker understands that no collective bargaining agreement grants rights separate from or supplemental to this Agreement and that Filmmaker is not entitled to receive any consideration or compensation other than that expressly provided for in this Agreement or otherwise. Representations and Warranties: Filmmaker represents and warrants that: (i) Filmmaker has full legal right, power and authority to enter into this Agreement and perform its obligations hereunder; (ii) Filmmaker has not entered into, nor will it enter into, any contract or other agreement which would conflict with, prohibit or interfere with the full performance of Filmmaker’s obligations hereunder or with the full enjoyment by BETJ of the rights granted herein; (iii) Filmmaker has the full legal right to grant BETJ all of the rights granted herein and has or will obtain, at Filmmaker’s own costs and expense, the sole and exclusive distribution and exhibition rights in and to the Film, including the character concepts and ideas contained therein; (iv) the Film and all elements therein will be furnished to BETJ free and clear of any liens or encumbrances which might interfere with BETJ’s use throughout the world including without limitation, the right to broadcast, exhibit, display, and otherwise exploit the Film as provided herein; (v) duplication, distribution, broadcast, exhibition, rebroadcast, retransmission and exploitation of the Film by BETJ will not infringe upon or violate any rights whatsoever (including without limitation copyrights and trademarks) of any individual or entity, or defame or violate the rights of privacy of any third party; and (vi) the performing rights for the music contained in the Film are either (1) controlled by a performing rights society having jurisdiction, (2) in the public domain, or (3) controlled by Filmmaker to the extent necessary so that no additional clearance of or payment with respect to such rights is 2

required for BETJ’s use of the Film; (vii) Filmmaker has obtained and hereby grants to BETJ, at no additional cost to BETJ, the music synchronization rights and master recording use rights, and any other underlying rights in and to the music, with respect to the broadcast and exhibition of the Film by BETJ as provided herein; and (viii) BETJ will not be required to pay any residuals, royalty fees, contributions or other benefits required under applicable guilds or publishing companies, copyright proprietors, unions or other agreements arising in connection with the production, broadcast or exhibition of the Film. The representations and warranties of this Section shall survive the expiration or earlier termination of this Agreement. Indemnification: Filmmaker shall indemnify, defend and hold harmless BETJ, its parent, affiliates, subsidiaries, divisions, successors and assigns (including the officers, directors and employees thereof) from and against any claim, demand, cause of action, damage, loss, liability, costs and expenses (including reasonable outside attorneys’ fees) incurred in connection with any third party claim or demand made against BETJ arising out of: (i) any alleged or actual breach of any agreement, warranty, representation or grant made by Filmmaker hereunder; (ii) the performance or nonperformance of Filmmaker’s obligations hereunder; or (iii) any infringement of any trademark or copyright, or any claim for slander, libel or the infringement of any right of privacy or right of publicity based on statements made by or actions of Filmmaker during the production, broadcast or exhibition of the Film. Notwithstanding anything to the contrary contained herein, BETJ shall not under any circumstances be liable for consequential, incidental, punitive, special, exemplary or indirect damages, or lost profits in connection with claims made by Filmmaker or any other party, regardless of the form, or whether in contract or tort. The provisions of this Section shall survive the expiration or earlier termination of this Agreement. This Agreement shall be governed by the laws of the State of New York. With respect to the subject matter hereof, this Agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior agreements and understandings (whether oral or written) between the parties. This Agreement may not be modified or amended except in a writing executed by BETJ and Filmmaker which refers to this Agreement. This Agreement will not be binding unless and until it has been signed by all parties and a fully executed Agreement has been returned to BETJ. This Agreement may be executed by manual or facsimile signature, in any number of counterparts, each of which shall be deemed an original and which when read together shall constitute one agreement. Filmmaker hereby acknowledges and accepts the terms and conditions herein by signing below. The parties have caused this Agreement to be executed as of the date first written above. Best regards, BETJ, a division of BLACK ENTERTAINMENT TELEVISION LLC By:__________________________________________ Name: Paxton K. Baker Title: Executive Vice President and General Manager ACCEPTED AND AGREED TO BY: FILMMAKER

Signature: _____________________________ Print Name: _____________________________ Date: _____________________________

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