The following shall constitute the Agreement between Tim Lohmeier and Friends of the Drumstick Foundation (“Producer”) and you (“Licensor”) for the use of the any Materials uploaded or entered into this website Rememberthedrumstick.com in any current or future projects (the “Project”). For good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:
1. GRANT OF RIGHTS. Licensor hereby irrevocably grants to Producer, and its licensees, assignees and successors, the perpetual right to reproduce, record, and edit certain video footage, photographs, images, copyrighted material and/or other materials (the “Materials”) in and in connection with the production, exhibition, exploitation, advertising and promotion of the Project, in any and all media and manners which currently exist or which may exist in the future throughout the universe.
2. ADDITIONAL RIGHTS. The rights granted herein include without limitation the right to use excerpts or stills from the Project (including excerpts or stills containing the Materials) in any other motion picture, television or video program, publication or recording. Licensor understands and agrees that all rights in the Project, including the usage of photographs, recordings, reproductions and other uses of the Materials as permitted herein shall be the sole and absolute property of the Producer.
3. NO OBLIGATION TO USE. Licensor acknowledges that Producer shall not be required to use the Materials in or in connection with the Project.
4. REPRESENTATIONS AND WARRANTIES. Licensor hereby represents and warrants that it has the right and authority to enter into this Agreement and to grant the rights granted by it herein; that the consent of no other person, firm, corporation or otherwise is required to enable Producer to use the Materials as described herein and that such use will not violate the rights of any kind of any third parties. The persons signing this agreement on behalf of Licensor and Producer respectively represent and warrant that they have the right to sign on behalf of their principal and to bind their principal to this agreement.
5. INDEMNIFICATION. Producer agrees to indemnify and hold harmless Licensor, its officers, employees, shareholders, representatives, assignees, licensees, and each of their successors-in-interest from and against any and all liabilities, damages and claims (including attorneys’ fees and court costs) arising from Producer’s use hereunder of the Materials (unless such liabilities, damages or claims arise from breach of Licensor’s warranties and other agreements herein). Licensor agrees to indemnify and hold harmless Producer, its officers, employees, shareholders, representatives, assignees, licensees, and each of their successors-in-interest from and against any and all liabilities, damages, and claims (including attorneys’ fees and court costs) arising out of use of the Materials or the rights granted hereunder.
6. REMEDIES. Licensor’s sole remedy for a breach of this Agreement by Producer is an action at law for money damages, and Licensor shall not have the right to enjoin, restrain or otherwise interfere with the distribution or other exploitation of the Project or its advertising or publicity, or to rescind this Agreement. No casual or inadvertent failure by Producer to comply with the provisions of this Agreement shall constitute a breach hereof.
7. MISCELLANEOUS. Producer may assign this Agreement and any or all its rights and obligations to any party or entity. This Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and assigns, as applicable. This Agreement shall be governed and construed under the internal laws and judicial decisions of the State of Nebraska applicable to contracts wholly performed therein. This Agreement contains the full and complete understanding between the parties and supersedes all prior agreements and understandings pertaining hereto and cannot be modified except by a writing signed by each party.