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LEGAL DISCLAIMER

(Please review carefully and delete before use)

This Wrapbook Document is provided for your reference only and has been developed
for companies incorporated in California.

You acknowledge and agree that the making available of this document to you by
TakeOne Network Corp DBA Wrapbook and/or any attorneys that may have contributed
to the creation of this document (the “Released Parties”), shall not create any attorney-
client or other confidential or special relationship between you and the Released Parties
and does not constitute the provision of legal advice or other professional advice by the
Released Parties. You should seek advice from an attorney licensed in the relevant
jurisdiction(s), as well as a tax professional, before relying on this document. This
document, may be considered Attorney Advertising under the ethical rules of certain
jurisdictions.

Additionally, the information provided in this document does not constitute tax advice.
Any discussion of tax matters is not intended or written to be used, and cannot be used,
for the purpose of avoiding penalties under the Internal Revenue Code (or equivalent in
the relevant jurisdiction) or promoting, marketing or recommending to another party any
transaction or matter.

You further agree and acknowledge that this document has not been prepared with your
specific circumstances in mind, may not be suitable for use in your business, and do not
constitute tax or legal advice. Relying on this document, you assume all risk and liability
that may result.

Review all sections carefully for accuracy before using them. There may be
[BRACKETED TEXT] or HIGHLIGHTED TEXT requiring your attention.

THE RELEASED PARTIES PROVIDE THESE TERMS ON AN “AS IS” BASIS, AND
SPECIFICALLY DISCLAIM ALL WARRANTIES, TERMS, REPRESENTATIONS AND
CONDITIONS WHETHER EXPRESS, IMPLIED, OR STATUTORY, AND INCLUDING
ANY WARRANTIES, TERMS, REPRESENTATIONS AND CONDITIONS OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, OR NONINFRINGEMENT.
MEDIA LICENSE AND RELEASE

This Media License and Release Agreement (the “Agreement”) is by and between [company name and
type] (“Licensee”) and Copyright Owner (“Licensor”) for use in the film tentatively titled Film Title
(the “Work”). It consists of the “Specific Terms” and “General Terms” set forth below and supersedes all
prior negotiations, representations, or agreements, either written or oral, between the parties relating to
the subject matter hereof. Subject to the provisions set forth in this Agreement, Licensor hereby grants to
Licensee a non-exclusive license to use the Licensed Material within the Work for the Use, Duration,
Media, Term, Territory and Fee specified herein.

SPECIFIC TERMS

Description of “Licensed
Material”
Production Synopsis

Length of Production

“Use” and “Duration” (if


Applicable) of Licensed
Material
“Media” Any and all media now known or hereafter devised.

“Term” Perpetuity

“Territory” Worldwide

“Fee”

GENERAL TERMS

1. GRANT OF RIGHTS. Subject to the provisions set forth in this Agreement, Licensor hereby grants
to Licensee a non-exclusive license to use the Licensed Material within the Work for the Use,
Duration, Media, Term, Territory and Fee specified herein. It is understood and agreed that said
license includes the right to use the name and likeness of all persons appearing in the Licensed
Material and the right to publicly perform and synchronize any and all music, lyrics, and
compositions contained in the Licensed Material. Licensor expressly grants to Licensee the right to
include the Licensed Material in the Work and to advertise or exhibit such Work in every country of
the world, to make copies of the Work, and to otherwise exploit the Work in any and all media and by
any means known now or hereafter devised, including, without limitation, all forms of theatrical and
non-theatrical distribution and exhibition (including, without limitation, free broadcast, pay
television, cable, subscription, pay-per-view, video-on-demand, DVD, and internet).
2. RESERVATION OF RIGHTS. The Licensed Material will be used solely for the Use, Duration,
Media, Term, Territory and Fee specified herein. Licensee will not make or permit the making of any
reproduction of or from the Licensed Material whatsoever, in whole or in part, except in connection
with the purpose herein specified. Notwithstanding the license granted hereby, Licensor reserves all
of Licensor’s other rights in the Licensed Material and the motion picture from which it came.
Licensor shall at all times, anywhere in the universe and whether or not in conflict or competition
with Licensee, have the right to use or authorize others to use the Licensed Material in any way
Licensor may choose.

3. INDEMNIFICATION. The parties agree to indemnify and hold free and harmless to the fullest
extent permitted by law, the other party, each of their respective parent, subsidiary, and affiliated
organizations, and each of their respective agents, employees, successors, and assigns from and
against any and all claims, damages, liabilities, costs and expenses, including but not limited to
reasonable attorneys’ fees, resulting from any breach of any warranty, representation, or agreement
made herein.

4. INCIDENTAL RIGHTS. Licensee shall have the right to authorize others to use the names,
likenesses, and voices of the parties hereto or others who rendered services in connection with the
Licensed Material, and the titles of the musical compositions performed in the Licensed Material for
the purpose of promoting or publicizing the Licensed Material or parts thereof. Additionally included
under this Agreement is the right for Licensee to use the Licensed Material in the Work for screen,
video, television, and Internet trailers for the advertising and exploitation of the Work.

5. WAIVER OF MORAL RIGHTS. Licensor hereby acknowledges the existence of his or her
statutory moral rights as described in 17 U.S.C. 106A(a), and knowingly waives such moral rights
and releases Licensee, its agents, employees, licensees and assigns from and against any and all
claims which Licensor has or may have in the future arising out of the production, distribution,
publication, broadcast or exhibition of Licensor’s name, likeness, pictures and/or voice or the Work
as permitted by this waiver and release of Licensor’s moral rights. Specifically, Licensor hereby
expressly and forever waives any and all rights arising under 17 U.S.C. 106A, and any rights arising
under U.S. federal or state law or under the laws of any other country that convey rights of the same
nature as those conveyed under 17 U.S.C. 106A, or another type of moral right or adroit moral. If the
Work is one to which the provisions of 17 U.S.C. 106A apply, Licensor hereby waives and appoints
Licensee to assert on the Licensor’s behalf the Licensor’s moral rights or any equivalent rights
regarding the form or extent of any alteration of the Work (including, without limitation, removal or
destruction) or the making of any derivative works based on the Work, including, without limitation,
photographs, drawings or other visual reproductions of the Work, in any medium, for Licensee’s
purposes.

6. REPRESENTATIONS AND WARRANTIES. Licensor and Licensee agree, warrant and represent
that such party is free to enter into and fully perform this Agreement and has the authority to grant all
rights granted herein. Licensor warrants and represents that it is the sole owner or holder (or the
authorized representative of the sole owner or holder) of the rights granted herein, including, but not
limited to any and all copyrights, trademarks, and rights in the likenesses of any people (if any)
depicted in the Licensed Material, that it is authorized to enter into and execute this agreement, that
nothing of value apart from the Licensed Material was given (or was agreed to be given) to Producer
or any other person or entity in exchange for use of the Licensed Material in the Production, that the
consent of no other person or entity is required to enable Producer to use the Licensed Material as
described herein, and that such use will not violate the rights of any third parties.

7. RELIEF GRANTED. No casual or inadvertent failure to comply with the provisions of this
Agreement shall be deemed a breach of this Agreement by Licensee. Licensor hereby recognizes and
confirms that in the event of failure or omission by Licensee constituting a breach of its obligations
under this Agreement, the damages, if any, caused to Licensor by Licensee are not irreparable or
sufficient to entitle Licensor to injunctive or other equitable relief. Consequently, Licensor’s rights
and remedies hereunder shall be limited to the right, if any, to obtain damages at law and Licensor
shall have no right in such event to rescind this Agreement or any rights granted to Licensee
hereunder or to enjoin or restrain the distribution or exhibition of the Production.

8. MISCELLANEOUS. The validity, construction, and performance of the Agreement will be


governed by and construed in accordance with the laws of New York without regard to principles of
conflicts of laws. The parties expressly consent to the exclusive jurisdiction of the Courts of New
York County, New York. This Agreement contains the parties’ entire understanding relative to its
subject matter. Nothing in this Agreement shall limit or restrict any rights otherwise enjoyed by
Licensee under law or contract. This Agreement may not be modified or amended except by the
mutual written agreement of the parties.

Confirmed and agreed to by:

Licensor/Authority

______________________________________________________________________________________
Signature Date

______________________________________________________________________________________
Print Name Phone Number

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