AN AGREEMENT
BETWEEN:
JOURNEYMAN PICTURES LIMITED of 75A Walton Road, East Molesey, Surrey KT8 0DP, UK
(to be known as “JPL” in this agreement)
AND
NINE FILMS & TELEVISION PTY LIMITED ABN 51 066 040 024 of 24 Artarmon Road, Willoughby, New South Wales Australia
(to be known as the “Licensor” in this agreement)
BACKGROUND
JPL distributes video content through its website.
Licensor wishes to grant JPL the right for a trial period to license the Content through JPL’s website.
If at the end of the trial period, Licensor wishes JPL to continue to license the Content, the parties will negotiate in good faith a long form agreement to replace this Agreement.
IT IS AGREED as follows:
1. DEFINITIONS
The words below are agreed to mean as follows:
Content: Content selected by Licensor in its absolute
discretion and provided to JPL from time to time from the following television programs:
“Sunday”
“A Current Affair”
“Today Show”
“Sixty Minutes”, subject to the Licensor obtaining necessary
approvals from the licensor of the format for “Sixty Minutes”
1.2 Content package: DIGI BETA or BETA SP PAL or DV Master incorporating the
Content with international sound track, full timecoded script, music cue sheet & electronic 300 word synopsis (all documents by e-mail).
1.3 Territory: Worldwide but excluding Australia, Papua New Guinea and
New Zealand.
Standard Television Rights: The right to distribute the Content on conventional
VHF and UHF broadcast television transmitted by means of over the air standard television signals (including free, pay per view, subscription, licence and rental) for general reception.
Cable, Satellite & Digital The right to distribute the Content for general reception
Television Rights: (including pay per view, subscription license and rental)
on Cable Television, Satellite Television and Digital Television.
Footage Rights The right to market the Content as individual clips to
Buyers for the sole purpose of use in unrelated but defined productions of all kinds provided the buyer does not operate a free to air or broadcasting business in Australia, New Zealand or Papua New Guinea.
Theatrical, Home Video & The right to market, sell, license duplicate or otherwise
Institutional Rights: exploit the Content in the Territory to the institutional market
(consisting of any and all persons, organizations and entities showing or exhibiting the Content to an audience that shall not pay to view the Content) and the theatrical market (consisting of theatres, play houses and other third parties who shall exhibit the Content to paying audiences) and the home video market (consisting of individuals who wish to purchase the film for private home viewing).
1.7 JPL’s Fee: 35% of the license fee paid to JPL by its clients
for each sale made by JPL.
50% commission on VHS and DVD sales made by JPL. Therefore the client gets 65% of the net license fee of each sale that's made and 50% of the net license fee for VHS and DVD sales.
1.8 Licence Period: To commence on 1 March 2004 for a 6 month trial period (“Trial Period”). At least 30 days prior to the expiry of the Trial Period, Licensor will notify JPL if Licensor wishes to JPL to continue to distribute the Content. If Licensor gives such notice, this Agreement will continue to bind the parties until the parties enter into a long form agreement to replace this Agreement.
1.9 Licensee: A party who enters into a licence agreement with JPL in
accordance with this Agreement for use of the Content in the Territory.
1.10 Clip A segment of footage included in the Content which does
not on its own constitute a television program or a substantial portion of a television program and which Licensor notifies JPL in writing may be licensed by JPL in the exercise of the Footage Rights.
2. LICENCE OF RIGHTS
2.1 The Licensor grants JPL non-exclusive right to license Footage, Theatrical and Institutional, Standard, Cable, Satellite & Digital Television Rights in relation to the Content, to Licensees for use in the Territory. The Licensor authorises JPL to deduct JPL’s Fee from all license fees received from sales made by JPL.
JPL must:
only exercise the rights granted to it under clause 2.1 by:
promoting the Content through JPL’s website;
distributing the Content to Licensees through the delivery of physical materials;
enter into a licence agreement with each Licensee which:
grants to the Licensee in the Territory (or any part of the Territory) no more rights than the rights that are included in the Theatrical and Institutional, Standard, Cable, Satellite & Digital Television Rights;
limits JPL’s and Licensor’s liability to the maximum extent permitted by law;
requires the Licensee to cease using the Content upon JPL’s request;
permits the Licensee to use the Content only in conjunction with a specific program into which the Content is incorporated;
(c) comply with Licensor’s directions from time to time in relation to licensing of the Content;
(d) on Licensor’s request provide Licensor with details of all agreements JPL has entered into for the licensing of the Content; and
(e) only license the Content in accordance with the terms of this Agreement.
2.3 If Licensor requests that JPL cease licensing some or all of the Content:
(a) that Content will no longer be the subject of the rights granted to JPL under this Agreement; and
(b) JPL must:
(i) immediately cease licensing the Content;
(ii) return all copies of the Content in JPL’s possession or control to Licensor within 7 days of Licensor’s request.
2.4 JPL must not:
(a) edit or alter (including, without limitation, by adding any material or content) any of the Content without Licensor’s prior written consent;
(b) license the Content for any use or purpose which would in Licensor’s reasonable opinion adversely affect Licensor’s business or reputation;
(c) subject to clause 2.5, except with Licensor’s consent, license any program included in the Content to a Licensee for use for a period of more than 3 years;
(d) copy, reproduce or otherwise use the Content for any purpose other than the purposes contemplated by this Agreement;
(e) except with the Licensor’s prior written consent, vary the terms of JPL’s standard licence agreement for the licensing of the Content to Licensees.
2.5 JPL may license Clips in the exercise of the Footage Rights to a Licensee for use by the Licensee perpetually.
3. OBLIGATIONS OF THE LICENSOR