AGREEMENT OF EXHIBITION OF FILM NEWSREEL
LICENCE AGREEMENT ____ NEWS:
THIS AGREEMENT is made this________ day of_______ 20_______ between _________________, a Corporation (hereinafter referred to as ‘the DISTRIBUTOR’) party of the FIRST PART,
And
The Exhibitor (hereinafter named and referred to as ‘the EXHIBITOR’) party of the SECOND PART.
WHEREBY IT IS WITNESSETH and the parties hereto agree as follows:
1. Licence.
The Distributor grants the Exhibitor and the Exhibitor accepts a limited licence under the respective copyrights of the motion pictures designated and described in the schedule made a part thereof (such motion pictures being hereinafter referred to as “Licensed Pictures”, and such schedule being hereinafter referred to as the “Schedule”) and under the copyright of any matter included in any sound recorded therewith to exhibit publicly said licensed pictures and to reproduce for public performances such recorded sound in synchronism therewith, at the theatre or theatres hereinafter designated for the number of consecutive days specified in the schedule and for no other use or purpose:
PROVIDED that if copyrighted musical compositions are included in such recorded sound, the Exhibitor will have at the date of dates of the exhibition of each licensed picture a licence from the copyright owner thereof or from the licensee of such copyright owner to perform publicly the copyright musical compositions. If more than one theatre is hereinafter designated the said licensed pictures are licensed for exhibition at only one of such theatres unless otherwise in the schedule specifically provided in writing.
2. Term and warranty
a) Warranty:
The term of this agreement shall begin with the date fixed or determined for the exhibition at the said theatre of the first_______________ News deliverable hereunder and shall continue for a period of one year thereafter unless otherwise in the schedule provided. The Distributor agrees during said term to deliver to the Exhibitor and the Exhibitor agrees to exhibit at the said theatre during said term the issue or issues of_____________ News more particularly set forth in the schedule herein. The Distributor warrants that each positive print will be in good physical condition for projection and exhibition and will clearly reproduce the recorded sound in synchronism therewith if properly used upon standard reproducing equipment. If the recorded sound is not recorded upon a print, all references herein to a print shall be deemed to include the records, discs and any other device upon which sound may be recorded for reproduction with the exhibition of a print.
b) Damages (failure to Deliver)
If the Distributor shall fail or refuse to deliver any of said licensed pictures, as herein provided the distributor shall pay a sum equal to the damage so caused. If such damage cannot be definitely computed the distributor shall pay as liquidated damages a sum equal to the fixed sum herein specified as the rental of such licensed picture. In no event shall the distributor be liable to damages in excess of the sum which would represent liquidated damages as hereinabove set forth. Any claim by the Exhibitor with respect to the condition of a print shall be deemed to have been waived by the exhibitor unless notice of such claim shall have been given by the Exhibitor to the Distributor at its exchange from which the Exhibitor is served, by telephone or telegraph or in person, immediately after the first public exhibition thereof Exhibitor and written confirmation thereof mailed by the exhibitor upon the same day to the distributor at its said exchange.
3. Exhibition and payment.
The Exhibitor shall exhibit each of said licensed pictures at the theatres for the number of days provided in the schedule upon the date or dates determined. The Exhibitor shall pay for such licence as to each such licence picture:
a) With respect to which a fixed sum is herein provided as rental, such fixed sum at least.___________ days in advance of the date of delivery of a print thereof at the distributor’s office or of the date of shipment to the exhibitor from another Exhibitor.
b) All payments hereunder shall be made to the distributor at the city in which is located the office from which the Exhibitor is served.
4. Damages (failure to exhibit)
If the exhibitor fails or refuses to exhibit any of said licensed pictures as herein provided, the Exhibitor shall pay to the Distributor as liquidated damages:
a) As to any such licensed picture the rental for which is a fixed amount specified in the schedule, a sum equal to such fixed amount.
b) In the event of failure or refusal of Exhibitor to exhibit or pay for any one or more of the licensed pictures, distributor may, at its options, declare such failure or refusal a breach of the entire contract and recover from Exhibitor as damages therefore, the amount payable as license fees in respect of all licensed picture not exhibited and paid for computed pursuant to the provisions of this paragraph 4.
5. Delivery and return.
a) The Distributor shall make deliveries of prints of the licensed pictures by delivery at its exchange to the exhibitor or to the Exhibitor’s authorized agent, or to a common carrier designated by the Exhibitor, or to the Indian postal authorities as agent for the Exhibitor. Exhibitor shall pay all costs of transportation of such print reel and containers from the Distributor’s office or the last previous Exhibitor having possession of the same. If delivery is made to a common carrier or to the postal authorities, it shall be made in time for the print to reach the theatre for inspection and a projection thereof before the usual time for opening said theatre.
b) The Exhibitor shall return immediately after the last exhibition licensed hereunder, each print received hereunder, with its reels and containers, to the office of the Distributor from which the Exhibitor is served, or as directed by the Distributor, in the same condition as when received, reasonable wear and tear due to proper use excepted. The Exhibitor shall pay all costs of transportation in returning said positive print, but if directed by the Distributor to send such positive print elsewhere than to the distributor’s office, it may send the same on freight-to-pay basis. The delivery of a positive print properly directed and packed in the container furnished by the distributor therefore to a carrier designated or used by the Distributor, if a proper receipt is obtained by the Exhibitor, shall constitute the return of such positive print by the Exhibitor.
c) If Exhibitor fails to or delays the return of any positive print to the Distributor or fails to forward or delays forwarding (as directed by the Distributor any such print to any other Exhibitor, if shall pay the Distributor a sum equal to the damage, if any so caused to the Distributor and, in addition, the damage, if any, so caused to such other Exhibitor).
6. Loss and damage to prints.
The Exhibitor shall pay to the Distributor a sum equal to the cost of replacement at the Distributor’s office of each linear foot of any print, lost, stolen, destroyed or injured in any way in the interval between the delivery to and return thereof by the Exhibitor. Such payment, however, shall not transfer title to or any interest in any such positive print to the Exhibitor or any other party, nor release the Exhibitor from any liability arising of any breach of this agreement. The Distributor shall repay or credit to the Exhibitor any sums paid by the Exhibitor for any lost or stolen print, upon the return of such lost or stolen print to the Distributor within __________ days after the date when the same should have been returned hereunder. The Exhibitor shall not be liable for the damage or destruction of any print, if the Exhibitor establishes that such damage or destruction occurred while the print was in transit from the exhibitor and delivery thereof was made as hereinabove provided. The Exhibitor shall immediately notify the Distributor’s office by telegram of the loss, theft or destruction of or damage or injury to any print. If any print shall be received from the exhibitor by the Distributor or any subsequent Exhibitor in a damaged or partially destroyed condition it shall be deemed to have been so damaged or destroyed by the Exhibitor unless the latter, immediately after the first public exhibition thereof, shall have telegraphed the Distributor’s office that such print was received by the Exhibitor in a damaged or partially destroyed condition, setting forth fully the nature of such damage and the amount of footage so damaged or destroyed.
7. Acceptance by distributor
Until accepted in writing by an officer of or a person authorized by the Distributor and notice of acceptance sent to the Exhibitor, this agreement shall be deemed only an application for a license under copyright and may be withdrawn by the Exhibitor any time before such acceptance;
Unless such notice of acceptance is sent to the Exhibitor by mail or telegraph within_________days after the date hereof, said application shall be deemed to have been withdrawn by the Exhibitor. The acceptance by the Distributor of any cheque or other consideration given by the Exhibitor at the time of application as payment for any purpose or the delivery of a print of any of the licensed pictures shall not be deemed an acceptance hereof by the Distributor.
8. Changes in writing.
This agreement is complete and promises, representations, understandings and agreements in reference thereto have been expressed herein. No change or modification hereof shall be binding upon the Distributor, unless in writing signed by an officer of the Distributor.
9. Assignment on sale of theatre
This license shall not be assigned by either party without the written consent of the other.
10. Taxes
Exhibitor shall pay to distributor any and all taxes or a sum equal thereto imposed by any statute or ordinance, now in effect or hereafter enacted, levied or based upon the license. Delivery, exhibition, possession or use by Exhibitor of the prints of the licensed pictures or upon the grant of this license or the exercise thereof or based upon or measured by the license fees or any part thereof, however determined, paid or payable by Exhibitor to distributor under this agreement. The work “tax” as used in this paragraph shall be deemed to include but shall not be limited to taxes, fees, assessments, charges, levies, excises, however designated, whether as a sales, gross income, gross receipts, storage, use consumption, licence, compensating, excise, privilege or other exaction. If the exact amount of any tax is not definitely fixed or cannot be exactly determined, distributor may estimate the amount of such tax and exhibitor shall pay to distributor such estimated amount upon demand therefore. Upon final determination of the exact amount Exhibitor shall be entitled to repayment of any amount paid in excess of tax. Upon the failure or refusal of exhibitor to pay any tax distributor shall have the same remedies as herein provided for default in payment of license fees in addition to the other remedies provided by law.
11. Prevention of performance
If the exhibitor shall be prevented from exhibiting or the Distributor from delivering any of the licensed pictures for causes beyond its control, this licence in respect to each such motion picture shall terminate and revert to the Distributor without liability on the part of either party provided reasonable written notice of such termination and the cause thereof is given.
12. Remedies
If the Exhibitor shall fail or refuse to perform the terms and provisions of this agreement, or any of them, or if the Exhibitor becomes insolvent or is adjudicated a bankrupt, or executes an assignment for the benefit of creditors, or if a receiver is appointed for any of the property of the Exhibitor, or if the Exhibitor voluntarily or by operation of law should lose control of the said theatre or of his said interests therein, then, upon the happening of any one or more of the said events, the Distributor may its option:
i. terminate this licence agreement, or
ii. suspend the delivery of pictures hereunder until such default or defaults shall cease and be remedied. The exercise of either remedy by the Distributor shall be in addition to and without prejudice to any right or remedy of the distributor against the Exhibitor at law or in equity or otherwise provided for in this licence agreement.
13. Cutting or alteration of prints
The Exhibitor shall not copy duplicate, subrent or part with possession of any print. The Exhibitor however may cut the print of a newsreel, and in such case shall completely restore all parts cut there from, prior to the return thereof to the distributor or shipment elsewhere if so directed by the Distributor, in the same condition as received by the Exhibitor.
14. Advertising matter
The Distributor warrants that none of said licensed pictures contains or will contain any advertising matter for which compensation is received by the Distributor or any subsidiary or affiliate of the distributor.
15. UNLESS notice of cancellation be sent by post by either party to the aforesaid agreement to the other party at least ______days prior to the expiration of one year from the date of exhibition hereunder, such agreement shall renew itself and continue in force for a further period of one year (for the same number of releases during such year) and shall likewise renew itself and continue in force, from year to year thereafter, unless notice of cancellation shall be sent by post by either party to the other at least _____ days prior to the expiration of the year in which such notice shall be sent.
16. The following schedule and all of the written and printed part thereof are as part of this license:
Office _______, Date _________, Salesman _______, (Schedule of exhibition contract).
For the licence of exhibit each of the said issues, the Exhibitor shall pay to the distributor the following: (here insert days of exhibition, starting date, number of releases, consecutive days run, and licence fee for release). [Remarks]
17. Notwithstanding the maximum number of days of exhibition herein specified, or of any right hereunder to exhibit at any one or more of two or more theatres named herein, the licence herein granted is expressly limited to the right to exhibit each issue of new at only the theatre and on the respective date or dates of exhibition which shall be designated, selected or otherwise agreed upon and confirmed by distributor in writing for such theatre: and said license shall not include any right of exhibition:
(a) at any other time or place of exhibition,
(b) by means of any print other than that furnished to exhibitor by Distributor for the express purpose of exhibition upon the play dates so licensed and confirmed in writing for the designated theatre, nor
(c) at any time prior to ________ of the first play date so licensed and confirmed unless exhibition prior to such hour is expressly permitted in advance thereof by distributor in writing.
18. The exhibitor shall advertise and announce each issue as “________ News” in all newspaper advertising and publicity issued by the exhibitor relating to each licensed picture the Exhibitor shall adhere to the form of announcement contained in the advertising matter issued by the Distribution.
19. It is understood and agreed by the parties hereto that the exhibitor shall not be entitled to any “run” or any “clearance” in respect to the _______ News herein provided for.
20. The exhibitor agrees to start actual playing of ________ News not latter than the above stipulated starting date and to be played or paid for at the rate of not less than ________ News per week, beginning ___________ terminating __________
21. The Exhibitor and Distributor respectively, freely and voluntarily agree, as a condition precedent to the commencement of any action or proceeding in any court by either of them to determine, enforce or protect the rights of either of them hereunder, to submit all claims and controversies arising hereunder for determination by arbitration in accordance with provisions of the Arbitration Act, 1940 and agree to abide by any final award of the arbitrator, and consent that any such final award shall be enforceable in or by any court of competent jurisdiction pursuant to the law of such jurisdiction now or hereafter in force.
IN WITNESS WHEREOF, the parties hereto have duly executed these presents this _______________ day of ____________ 20___.
______________Film Corporation
By__________________
Exhibitor ______________
