Lens On Talent License Agreement

Lens on Talent: Johnson & Johnson Presents A Filmmakers’ Challenge LICENSE AGREEMENT

This agreement will serve as confirmation between BLACK ENTERTAINMENT TELEVISION LLC and it’s related services (“BET”) and (“Filmmaker”) with respect to the licensing of a short film entitled, “ ” (the “Film”). The details of the agreement are as follows: Engagements: BET seeks to license from Filmmaker the Film in accordance with the terms of this Agreement. In exchange for promotional consideration, the receipt and sufficiency of which is hereby acknowledged, Filmmaker hereby agrees to license the Film to BET for a nonexclusive period of one (1) year from the initial airing of the Film on BET’s cable television networks and related program services (the “Term”). In the event BET elects to exhibit the Film during the Term, BET will pay Filmmaker Five Hundred Dollars ($500.00). BET 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 BET’s failure to exhibit the Film or to use the results and proceeds of Filmmaker’s Film. Grant of Rights: Filmmaker hereby grants to BET the non-exclusive license to broadcast and exhibit throughout the world the Film on BET’s cable television networks and related program services, including the internet, during the Term. BET shall have the right to edit, dub, and revise the Film, as necessary for timing, technical purposes, combining into a composite or compilation work, inserting the BET logo(s), promos or promotional announcements, or to conform to time-segment requirements, as mandated by applicable federal, state or local laws and regulations and to comply with BET’s Standards and Practices policies. BET 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. Clearances: Filmmaker shall obtain all clearances for all third party material and appearances, including unoriginal music and all audio and visual elements embodied in the Film (“Clearances”). All such Clearances shall be provided to BET upon submission of the Film. Delivery: Filmmaker agrees to provide to BET, mutually agreeable delivery elements including, without limitation, (i) available promotional materials; (ii) one (1) digital audio-visual videotape; (iii) music cues sheets, commercial cues, and format sheets, and (iv) documentation of rights and clearance to use any and all third party material (audio and visual) in the Film directed to: Ralph Scott, Executive Producer, 423 West 55 th Street, 8th Floor, New York, NY 10019 with a duplicate of the music cue sheets to Crystal Maisonet, Black Entertainment Television LLC, One BET Plaza, 1235 W Street, NE, Washington, DC 20018.

Publicity: Filmmaker will not furnish or authorize any advertising matter or publicity in any form relating to BET or its operations, personnel or affiliates without BET’s express written consent; provided 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 acknowledges and agrees that the Film will not include or be subject to any arrangements or commitments for any commercial tie-ins or product placement arrangements or tradeoffs or other commercial arrangements. 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 BET. Non-Union Acknowledgment: BET, including its affiliated 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 BET’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. Filmmaker is solely responsible for any and all union obligations and/or payments, including SAG, DGA, and WGA, that may be associated with the Film. Representations and Warranties: Filmmaker represents and warrants to BET that: (i) he/she has full legal right, power and authority to enter into this Agreement and perform its obligations hereunder; (ii) he/she 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 BET of the rights granted herein; (iii) he/she has the full legal right to grant BET all 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 BET free and clear of any liens or encumbrances which might interfere with BET’s use throughout the world including, without limitation, the rights to broadcast and otherwise exploit the Film as provided herein; (v) duplication, distribution, broadcast, rebroadcast, retransmission and exploitation of the Film by BET will not infringe upon the copyright, trademark, literary, artistic, musical or any other rights of any third party, or, defame, violate the right of privacy or constitute an invasion of any other rights of any person, firm or corporation nor require any payment or compensation by BET to Filmmaker or any third party other than any payment for music performance rights related to the broadcast of the Film; and (vi) that 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 required for use of the Film provided hereunder; (vii) Filmmaker has or shall have obtained and hereby grants to BET, at no additional cost to BET, the music synchronization rights and master recording use rights, or any other underlying rights to the music, with respect to the broadcast of the Film by BET as provided herein; and (viii) BET 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 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 BET, its related program services, parent, affiliates, divisions, subsidiaries, 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 attorneys’ fees) incurred in connection with any third party claim or demand against BET arising out of or in any way related to: (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 production or any broadcast of the Film. Notwithstanding anything to the contrary contained herein, BET shall not under any circumstances be liable for consequential, incidental, punitive, special, exemplary or indirect 2

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. This Agreement shall be binding upon both parties and your acceptance is signified by signing this Agreement in the space provided below and returning a duplicate copy of this Agreement that will constitute an agreement between yourself and BET. It is understood and agreed that this Agreement may be executed in counterparts, by manual or facsimile signature. FILMMAKER

BLACK ENTERTAINMENT TELEVISION LLC

Signature:

By:_________________________________

Print Name: Date:

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