Publicity:
Filmmaker will not furnish or authorize any advertising matter or publicity in any form relating toBET or its operations, personnel or affiliates without BET’s express written consent; provided Filmmaker maymake 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 anyarrangements 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 thisAgreement without the prior written consent of BET.
Non-Union Acknowledgment:
BET, including its affiliated and subsidiary companies, is not now asignatory to any union, guild or other collective bargaining agreement having jurisdiction over the Film and shallnot become a signatory or otherwise affiliate the Film with any union, guild or other collective bargainingagreement that may be construed to relate to BET’s license or Filmmaker’s Film hereunder or any personnelemployed by Filmmaker for the production of the Film. Filmmaker understands that no collective bargainingagreement grants rights separate from or supplemental to this Agreement, and that Filmmaker is not entitled toreceive 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, andWGA, that may be associated with the Film.
Representations and Warranties:
Filmmaker represents and warrants to BET that: (i) he/she has full legalright, power and authority to enter into this Agreement and perform its obligations hereunder; (ii) he/she has notentered 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 inand to the Film, including the character concepts and ideas contained therein; (iv) the Film and all elementstherein will be furnished to BET free and clear of any liens or encumbrances which might interfere with BET’suse 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) inthe 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 andmaster 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, contributionsor 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 andwarranties 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 employeesthereof) 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 BETarising out of or in any way related to: (i) any alleged or actual breach of any agreement, warranty, representationor grant made by Filmmaker
hereunder; (ii) the performance or nonperformance of Filmmaker’s
obligationshereunder; or (iii) any infringement of any trademark or copyright, or any claim for slander, libel or theinfringement 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, BETshall not under any circumstances be liable for consequential, incidental, punitive, special, exemplary or indirect2
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