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Ownership/Rights:
Filmmaker will retain ownership of the copyrights to the Film and all elementsthereof.
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 uponBETJ’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 sheetsdirected to: Gail Northern, Vice President of Programming, Black Entertainment Television, LLC, OneBET Plaza, 1235 W Street, N.E., Washington, DC 20018, with an additional copy of the music cues toCrystal Maisonet at the same address.
Publicity:
Filmmaker will not furnish or authorize any advertising matter or publicity in any formrelating 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 Filmin connection with Filmmaker’s personal publicity.
No Tie-Ins, Etc.:
Filmmaker will notify BETJ of any arrangements or commitments for any commercialtie-ins or product placement arrangements or tradeoffs or other commercial arrangements before deliveryof 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 asignatory to any union, guild, or other collective bargaining agreement having jurisdiction over the Filmand 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 nocollective bargaining agreement grants rights separate from or supplemental to this Agreement and thatFilmmaker is not entitled to receive any consideration or compensation other than that expressly providedfor in this Agreement or otherwise.
Representations and Warranties:
Filmmaker represents and warrants that: (i) Filmmaker has full legalright, 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 wouldconflict with, prohibit or interfere with the full performance of Filmmaker’s obligations hereunder or withthe full enjoyment by BETJ of the rights granted herein; (iii) Filmmaker has the full legal right to grantBETJ all of the rights granted herein and has or will obtain, at Filmmaker’s own costs and expense, thesole and exclusive distribution and exhibition rights in and to the Film, including the character conceptsand 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 includingwithout limitation, the right to broadcast, exhibit, display, and otherwise exploit the Film as providedherein; (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 limitationcopyrights and trademarks) of any individual or entity, or defame or violate the rights of privacy of anythird party; and (vi) the performing rights for the music contained in the Film are either (1) controlled bya 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
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