The following shall constitute the Agreement made between the below named ("Licensor") and American Broadcasting Companies, Inc., located at 77 West 66th Street, New York, NY 10023 ("Licensee").
1. Licensor hereby grants to Licensee a non-exclusive license to use still pictures and digital video files and such other materials as may be submitted by Licensor hereunder (collectively, "the Footage"). Licensor hereby grants to Licensee the right to include the Footage (as provided by Licensor and/or as edited by Licensee) as well as the name of the Licensor (and copyright owner, if different than Licensor) in all programming and on the websites produced by Licensee, ABC News, its affiliates and other entities licensed to distribute ABC News programming worldwide in all media now known and hereafter conceived or created, including, without limitation, home video and Internet, and on-air promotion and advertising relating thereto, in perpetuity. Licensee acknowledges that it will receive no compensation for the rights herein.
2. In connection with the Footage, Licensor warrants and represents for the benefit of Licensee that:
a. He or she is 18-years of age or older, and has the right to enter into and perform this Agreement and to grant Licensee all the rights granted herein in that he or she either owns the Footage or controls the exhibition and distribution rights thereto; and
b. There are no agreements, nor shall Licensor enter into any agreements, which would prevent the fulfillment of this Agreement or impair or conflict with the rights granted hereunder; and
c. Neither the Footage, nor the production or use of the Footage or any element of the Footage hereunder, will infringe on any trademark or trade name of, or violate any right of privacy or any other right of another person, firm, corporation or other entity; and
d. The events depicted in the Footage are real and not staged and are as described by Licensor, and the Licensor represents that he or she has not violated any law, rule, or regulation in connection with the creation or distribution of the Footage.
4. Licensor agrees at all times to indemnify, defend and hold harmless Licensee, its subsidiaries, parent company, and any affiliated entities, and the officers, directors, employees, licensees, and agents of each from any and all claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of the broadcast of the Footage or the use as herein contemplated, and/or any materials or elements thereof furnished by Licensor.
5. Nothing contained in this Agreement shall be deemed to obligate Licensee to broadcast or use the Footage or Licensor's name.
6. This Agreement and all collaterally related issues shall be governed by New York law. This Agreement contains the entire agreement of the parties, supersedes all prior agreements on this subject matter and cannot be modified orally.
The parties hereby confirm their agreement to the foregoing by the signatures below of the authorized representatives.