FILM FOOTAGE LICENSE AGREEMENT
This is an agreement between [Insert name of Company A], a California corporation with offices at [Insert address of Company A], and [Insert name of Company B], a Delaware corporation with offices at [Insert address of Company B] (Company).
W I T N E S S E T H:
WHEREAS, Studio is the owner of all rights in the series of motion pictures entitled [Insert title] ([title] Series), including the right to license the use of the specific film footage from the [title] Series identified more fully in Exhibit ‘‘A’’ attached hereto (the Property);
WHEREAS, Company is desirous of obtaining a license to use said footage in a series of software, video, and toy products collectively to be sold or marketed under the name and trademark [trademark] (Licensed Products);
WHEREAS, Studio is desirous of granting such a license to Company.
NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each intending to be legally bound hereby, do promise and agree as follows:
1. LICENSE
Studio hereby grants to Company a nonexclusive license to use the above-described film footage in the Licensed Products in any and all manner and media throughout the world in perpetuity. This includes a license under all copyrights included therein.
2. COMPENSATION
In consideration for the license granted hereunder, Company agrees to pay to Studio the sum of ________ Dollars ($…), payable upon execution of this Agreement, the receipt of which is acknowledged by Studio.
3. COPYRIGHT NOTICE
Where practical, it is agreed that the Licensed Products shall include the legend: ‘‘Film clips provided under license by [studio]. ©[date][studio] All Rights Reserved.’’ 
4. TRADEMARKS AND COPYRIGHTS
A. It is understood and agreed that Studio shall retain all right, title, and interest in the original film footage.
B. It is understood and agreed that Company shall retain all right, title, and interest in the Licensed Products including, but not limited to, all copyright rights therein.
C. The parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions.
5. INFRINGEMENTS
Company shall have the right, in its sole discretion, to prosecute lawsuits against third parties for infringement of the Licensed Products. Studio agrees to fully cooperate with Company in the prosecution of any such suit, at Company’s expense. The party bringing such suit shall be solely responsible for the costs thereof and shall be entitled to retain any sums recovered.
6. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATIONS
A. Studio warrants and represents that Studio is the owner and possesses all rights to the film footage necessary for the grant of this license, including all copyright rights therein and that there are no other agreements with any other party in conflict with such grant.
B. Studio hereby agrees to indemnify and hold harmless Company, and its officers, directors, licensees, and assigns, from and against any and all claims, damages, liabilities, costs, and expenses arising out of a breach of the foregoing warranty.
C. Company agrees to defend, indemnify, and hold Studio, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third parties against Studio based on the acts of Company and its manufacture and sale of the Licensed Products including, but not limited to, actions founded on product liability.
7. TERMINATION
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
A. Immediate Right of Termination. Studio shall have the right to immediately terminate this Agreement by giving written notice to Company in the event that Company ceases to commence the sale of Licensed Products within [number] months from the date of this Agreement (Initial Sale Date) or, in the event that it commences sale of such Licensed Products on or before the Initial Sale Date, ceases to sell Licensed Products for a period of at least [number] months.
B. Right to Terminate Upon Notice. Either party may terminate this Agreement upon [number] days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the [number]-day period, the breaching party fails to cure such breach.
C. Company’s Right to Terminate. Company shall have the right to terminate this Agreement at any time on [number] days’ written notice to Studio, such termination to become effective at the conclusion of such [number]-day period.
8. POST-TERMINATION RIGHTS
A. Upon the expiration or termination of this Agreement, all rights granted to Company under this Agreement shall forthwith terminate and immediately revert to Studio and Company shall discontinue all use of the Property and the like.
B. Upon expiration or termination of this Agreement, Studio may require that Company transmit to Studio, at no cost, all material relating to the Property.
9. NOTICES
A. Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
B. Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
10. JURISDICTION AND DISPUTES
A. This Agreement shall be governed by the laws of [state].
B. All disputes hereunder shall be resolved in the applicable state or federal courts of [state]. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.
11. AGREEMENT BINDING ON SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
12. WAIVER
No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
13. SEVERABILITY
If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
14. ASSIGNABILITY
The license granted hereunder is personal to Studio and may not be assigned by any act of Studio or by operation of law unless in connection with a transfer of substantially all the assets of Studio or with the consent of Company. Company shall, however, have the right to assign its rights and obligations under this Agreement upon written notice to Studio.
15. INTEGRATION
This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
[name of Studio]	[name of Company]	
By:	By:	
_____________	_____________	
Title:	Title:	
_____________	_____________	
Date:	Date:	
EXHIBIT A 
TO 
FILM FOOTAGE LICENSE AGREEMENT
DATED 
[date]
 BETWEEN 
[name of Studio] 
AND 
[name of Company]
[Attach description of specific film clips to be included.]