377890/3/SCB/15137/0000/09/08/14
1767794.1
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supply to Company all chain-of-title documents
regarding literary, dramatic and musical material, and
any other material contained in the Picture. It is
expressly understood and agreed that the review by
Company of the said documents supplied by Licensor
shall in no way limit the warranties contained in this
clause.
(e) Unless Licensor otherwise notifies Company
in writing in advance, all persons and entities
connected with the production of the Picture, and all
other persons and entities whose names, voices,
photographs, likenesses, works, services and
materials have been used in the Picture or its
exploitation, have authorized the use of their names,
voices, photographs, likenesses, performances, and
biographical data in connection with the advertising,
promotion, trade and other exploitation of the Picture
and the rights herein granted to Company in
connection therewith.
(f) All obligations with respect to the Picture,
and its production, distribution and exploitation,
including but not limited to all salaries, royalties,
license fees, service charges, laboratory charges and
the like, shall have been or will be fully paid by
Licensor. Except for royalties payable to Licensor
hereunder, Company shall have no obligation for
past, current or future salaries, royalties, residuals,
deferments, license fees, service charges, laboratory
charges or similar payments. All fees, payments,
costs and charges, including, without limitation, all
fees, payments, costs, charges or payments to any
producer, director, writer, actor, composer, musician
or any other Person who performed services or
furnished material in connection with the Picture,
and/or to any guild, union, performing rights society,
publisher or owner of master recordings arising by
reason of the exercise by Company of any of the
rights granted to it hereunder shall be Licensor's
responsibility and shall, under no circumstances, be
the responsibility of Company. If Company, in its
sole discretion, pays any amounts pursuant to this
paragraph, then without limiting Company's other
rights and remedies, such amounts shall be deemed
advances, and may be deducted from all monies
otherwise payable to Licensor hereunder.
(g) All necessary synchronization, public
performance and other licenses for the use of any
musical compositions throughout the Territory for the
Picture and the exploitation by Company of its other
rights herein have been obtained from the copyright
owners. All monies payable under such licenses or
otherwise by reason of such uses have been or will be
paid by Licensor.
(h) In the production of the Picture, all laws,
statutes, ordinances, rules and regulations of each
country, state, city or other political entity having
jurisdiction have been or shall be satisfied, as well as
rules, regulations and requirements of any union or
guild having jurisdiction.
(i) The Picture (including all elements thereof)
is not in the public domain, and the Picture has been
validly registered for copyright. The Picture as
delivered will contain all proper copyright notices
required or permitted for protection of the Picture
under the U.S. Copyright Act and the Universal
Copyright Convention.
(j) The credit lists and other materials delivered
to Company under this Agreement will be complete
and accurate. Further, Company will incur no
liabilities to any third parties arising out of its
compliance with such lists and use of such materials
as delivered, which use is consistent with the
provisions of this Agreement and materials supplied
by Licensor as part of its delivery requirements
hereunder.
(k) Licensor has obtained and shall maintain
during the Term hereof, standard producer's (errors
and omissions) insurance in respect of the Picture and
shall promptly following execution hereof add
Company and, upon Company's request, any
licensees of Company as additional named insureds
thereon. Such errors and omissions insurance shall
have limits of not less than One Million Dollars
($1,000,000) per occurrence and Three Million
Dollars ($3,000,000) in the aggregate and shall have
a deductible of not more than Ten Thousand Dollars
($10,000) per occurrence. Such insurance policy
shall provide that such insurance shall be primary,
and that no insurance that may be maintained by
Company shall be deemed contributory in any way.
Licensor shall, as part of its delivery obligations,
deliver to Company on or before the Delivery Date a
certificate of insurance evidencing the foregoing.
(l) Licensor has complied and will comply with
18 U.S.C. §§ 2257 and 2257A regarding minors and
the depiction of sexually explicit conduct, if any, in
the Licensor Content, including, without limitation,
the collection and maintenance of individually
identifiable information regarding all performers as
required.