LICENSE AGREEMENT

Dated __________

#1. Parties

Licensor hereby grants Licensee the right and license to use the following production according to, and only as provided in, the conditions agreed upon in this contract, and subject to the attached general terms and conditions.  The terms set forth in Section 2 (the “Specific Conditions”) shall supersede and replace any conflicting provisions set forth in Section 3 (the “Standard Terms and Conditions”) only to the extent such provisions conflict.

#2 Specific Conditions

#3. Standard Terms & Conditions of Agreement

1. Effective Date. This Agreement shall be effective and accepted upon the completion of its execution, California. All performance pursuant to this Agreement shall be deemed to take place in San Francisco, California.

2. Authorized Representative. AFL Productions LLC, a California corporation, is authorized to negotiate and sign this Agreement. Licensee, as set forth above, is duly authorized to enter into and to assume the obligations provided in this Agreement.

3. Delivery by Licensor. No later than five (5) days following the receipt by Licensor of the Total Fee (as set forth above), Licensor shall provide Licensee with an FTP link which will allow Licensee to download the Programs. In addition and only if applicable, no later than thirty (30) days following Licensor’s receipt of the Total Fee from Licensee, or as specified titles are required by Licensee and mutually agreed to by Licensor (but in no event prior to receipt by Licensor of the Total Fee), Licensor shall deliver the Programs by shipment to the Licensee, to the extent required by Licensee. The Programs shall be shipped, if applicable, via Licensor’s courier service and paid for by Licensee prior to shipment unless otherwise agreed to with Licensor in writing prior to agreement.

4. Payment. The Total Fee shall be paid by credit card through RussianArchiveFootage.com’s secure payment procedures or as otherwise agreed to by Licensor in writing.

(a) If Licensor elects to assign its right to receive payment under this Agreement to a third party, Licensee, upon written notice of such assignment will: (i) consent to same in writing; (ii) abide by consistent written instructions from Licensor with regard to making any payment otherwise due to Licensor to the specified third party; and (iii) execute such third party’s form, including a subordination agreement or consent to file financing statement or any or all other reasonable documents as may be requested by Licensor and/or such third party to complete such financing.

5. Applicable Taxes. The amount of any taxes or withholdings required by the country of origin or the country from which the payment is issued shall be added to the license fee & materials prices stipulated in above sections.

6. Altered Versions. Licensee shall have the right to reproduce and alter the Programs into various digital formats, as needed, and to create subtitles or voice dubbing of the Programs, in languages other than the language in which the Programs are delivered. If Licensee produces a new language track for the programs licensed under this agreement, Licensee shall make the new language tracks available to Licensor at no charge other than cost of normal duplication to make a copy of the new language version.

7. Representations and Warranties.

(a) Each party represents and warrants that (i) it has the right and authority to enter into and perform this Agreement and to grant the respective rights and assume the respective obligations hereunder; (ii) its execution of this Agreement and performance of its obligations under this Agreement do not and will not violate any other agreement to which it is a party; and (iii) this Agreement will constitute the legal, valid and binding obligation of such party when executed and delivered.

(b) Non-Infringement. Licensor represents and warrants that, to its knowledge: (i) it has the right to license the Programs in connection with the Rights as set forth in this Agreement; (ii) the Programs do not and will not infringe in any manner any intellectual property or any other right of any third party; and (iii) to the best of Licensor’s knowledge, the Programs do not contain any material or information that is obscene, defamatory, libelous, or slanderous or violates the rights of any person or entity, including without limitation, rights of publicity, privacy or personality, or that violate any law or regulation.

(c) Licensor Content Clearances. As between the parties, Licensee will be solely responsible for the acquisition of any and all third party clearances, permissions and licenses which are necessary in connection with Licensee’s use of the Programs, including, without limitation, with respect to the use of any copyrighted or trademarked materials and the use of any names, likenesses or biographical materials, and for the payment of any and all applicable guild fees and for any and all residuals, payments, fees or royalties, if any, payable under any collective bargaining agreement or otherwise.

(d) Security; Takedown. Licensee shall promptly notify Licensor of any deficiency in its security which could materially and detrimentally affect Licensor, and Licensee will use its commercially reasonable efforts to remedy any material deficiency in its security as soon as practicable. Licensor reserves the right to temporarily take down and/or suspend links to the Programs if it becomes aware of any security deficiency detrimental to Licensor or its users (as determined by Licensor acting reasonably and in good faith) until such deficiency has been reasonably remedied, provided that Licensor shall promptly notify Licensee of any such takedowns/suspensions.

(e) Disclaimers. NONE OF LICENSOR OR ITs AFFILIATES MAKES any representations or warranties, express or implied, except for the express representations and warranties made by Licensor in Section 7(A) THROUGH 7(D). LICENSOR AND ITS AFFILIATES expressly disclaim any and all other representations and warranties, express or implied, regarding the products and services contemplated by thIS Agreement, including without limitation any implied warranty of merchantability, implied warranty of fitness for a particular purpose, or implied warranties arising from course of dealing or course of performance.

8. Indemnification.

(a) Licensee agrees to indemnify and hold Licensor harmless from any claim, action, judgment, damages, costs and/or expenses, or liability of any kind whatsoever arising out of, or in connection with, breach by Licensee of any representation, warranty or covenant in this agreement or from Licensee’s use or exploitation of the Programs, other than as intended by this Agreement. Licensee shall promptly reimburse Licensor for any sums, cost or expenses (including, without limitation, reasonable attorney’s and disbursements) expended by the Licensor in connection therewith.

(b) Except with respect to: (i) matters constituting a breach by Licensee of any of the representations, warranties and/or agreements contained herein; or (ii) gross negligence, or intentionally tortious misconduct by Licensee; or (c) a third party claim arising out of actions by Licensee that are outside the course and scope of this Agreement, Licensor agrees to defend and indemnify Licensee from and against any and all liabilities, damages and expenses (other than with respect to any settlement entered into without Licensor’s written consent or claim to which Licensor has not been notified) arising out of any third party claim against Licensee resulting from Licensee’s use of the Programs as intended in this Agreement.

9. Remedies for Defective Delivery. Licensee shall give written notice to Licensor, within (30) thirty days of receipt of any delivery of the Programs, of any defect in such delivery. Licensor shall have thirty (30) days after receipt of such notice of defect to cure the defect or resolve any dispute as to such delivery before Licensor may, at the election of Licensee, be deemed in breach of this Agreement. All Programs delivered to Licensee by Licensor shall be deemed to be satisfactory if notice of defect is not timely given as provided herein.

10. Relationship of the Parties. This Agreement shall not be construed as creating any form of partnership or joint venture. Neither party shall have the authority to bind the other except as may be expressly provided herein.

11. Limitation on Assignment. Licensee agrees and promises not to sell, assign, or transfer Licensee’s interest in this Agreement and the right to receive performance as set forth herein from the Licensor without prior written consent of the Licensor during the term of this Agreement. Any attempt by Licensee to make such a sale, assignment or transfer without consent of the Licensor shall be void and without force and effect.

12. Termination. This Agreement may be terminated and the Licensor’s obligation to complete deliveries to the Licensee pursuant thereto upon the occurrence of any of the following events:

(a) Breach of Agreement. If the Licensee fails or neglects to perform any of its existing or future obligations under this agreement, or otherwise violates the terms hereof, and continues in such violation for thirty (30) days after the receipt of written notice from the Licensor, setting forth the violation, the Licensor may elect to give written notice of termination of the agreement, and (i) cease making further deliveries of program masters to Licensee, if applicable and without breaching this Agreement pursuant to Paragraph 9, and (ii) demand return on an immediate basis of all materials previously delivered to Licensee hereunder. In such event, the Rights shall revert to Licensor in their entirety and Licensee shall have no further rights to use or exploit the Programs in any manner.

13. Amendment of the Agreement. The parties agree that this Agreement shall be modified only by a written agreement executed by Licensee and of the Licensor.

14. Non-Waiver. The Licensee and the Licensor agree that no failure to meet any obligation under the terms and conditions of this Agreement, and no delay in meeting such an obligation on the part of either party, shall operate as a waiver of any right, power or privilege under this Agreement. The parties further agree that if one instance of failure to meet an obligation on time, and acceptance of late performance of such obligation is allowed and accepted, such shall not act as a waiver of the condition or requirement of timely performance in the future.

15. Severability. If any part or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that part shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement unless and except if such deletion of the invalid or unenforceable provision would destroy the consideration supporting this Agreement.

16. Notices. Notices provided for in this Agreement and any notice required by law or permitted by this Agreement to be made to the other party, shall be deemed to be given, if in writing and delivered personally, by prepaid registered or certified mail, by federal express or other overnight delivery with receipt therefore addressed to the party at the address previously given in this Agreement, or at any address subsequently placed on file by the Licensor or the Licensee in the office of the other party. Licensee shall deliver a courtesy copy of any notices delivered to Licensor to The Law Offices of Elsa Ramo, 315 S. Beverly Blvd., Suite 508, Beverly Hills, CA 90212, Attn: Elsa Ramo, Esq.

17. Governing Law/Arbitration. The terms and conditions of this Agreement shall be interpreted and governed by California law applicable to contracts entered into and to be wholly performed in California without reference to choice of law rules. The parties consent to the jurisdiction and venue of the State of California or the federal courts of the United States for the District in the city of Los Angeles. Any dispute arising hereunder shall be resolved solely through binding arbitration conducted in Los Angeles, California under and pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA Rules”), which shall take precedence over any other proceeding, as said rules and may be amended from time to time with full rights of discovery as permitted in accordance with California law. Such rules and procedures are incorporated and made part of this Agreement by reference. It is agreed that the arbitration shall be before a single arbitrator familiar with entertainment law. The prevailing party in such arbitration shall have the right to recover its reasonable attorneys’ fees and costs incurred in connection with such arbitration. Any award shall be final, binding, and non-appealable. The parties agree to accept service of process in accordance with AAA Rules.

18. Entire Agreement. The Licensee and the Licensor acknowledge that this Agreement, including and any pages supplementary thereto (dated and initialed at the time of signing this Agreement) is the complete and exclusive statement of their mutual understanding and that it supersedes and cancels all previous and contemporaneous written or oral agreements between them relating to the subject of this Agreement.

19. Attorney’s Fees and Costs. If any legal action becomes necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to receive reasonable attorney’s fees as may be determined by a court of competent jurisdiction and within the discretion of such court, to actual costs of suit, and to any other and further relief to which that party may be found to be entitled. This provision shall be construed to apply to the entire Agreement and is limited to actions by and between the signatory parties to this Agreement.

20. Time of the Essence. The parties specifically agree that time is of the essence with respect to all provisions of this Agreement which set forth obligations and performance required by the Licensor and Licensee.

21. Acknowledgment. The authorized representatives of the Licensor and the Licensee acknowledge that they have read the conditions of this Agreement and that they understand the terms and conditions set forth herein.