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This agreement is entered into as of August 14, 2022, by and between (“Producer" and/or "Client") and CineSpaces, a California Limited Liability Company (“Owner"). Producer and Owner hereby agree as follows:
1. For promotional and other good and valuable consideration, the receipt of which from Producer is hereby acknowledged, Owner expressly grants to Producer, and to Producer's licensees, successors and assigns, and their respective employees, agents and independent contractors, the right to enter upon, photograph, record and use the Property (as defined in paragraph 2 below), whether accurately, simulated, in combination with other sets or locations or audio-visual material or otherwise, and to bring all necessary personnel, equipment and temporary sets onto the Property, for the purposes of making an audio-video production (the “Video") on and/or about the Property on the following date(s) and time(s): -
2. As used herein the term “Property" means the real property located at the address: 1105 Kearney St LA CA 90033. Producer shall have the right to use the electricity and water on the Property.
3. Producer, and its licensees, successors and assigns shall have the right throughout the universe in perpetuity to produce, manufacture and use reproductions of the Property (as the same may appear, without limitation, in any still camera photograph, motion picture film, video tape or other device designed to reproduce same, whether now or hereafter known) in, and in connection with the exhibition of, the Video or derivative works thereof (which Video and derivative works Owner agrees, without limitation, may be distributed by sale, rental or otherwise in any medium or form, whether now or hereafter known, whether alone or coupled together with other audio-visual material) and for advertising, promotion, or any other lawful purpose whatsoever, and no additional compensation shall be due to Owner in connection therewith. Owner expressly understands and agrees that any such photograph, film, tape or other recording of the Property as embodied in the Video, all rights therein, and all results and proceeds derived therefrom, shall be throughout the universe in perpetuity the sole and absolute property of Producer, and Producer and its licensees, successors and assigns shall have the unlimited right to copyright, publish, exhibit and otherwise exploit the Video or any part thereof in any manner they desire. Producer shall not be obligated to actually use the Property or to include any photographs or recordings thereof in the Video.
4. Producer agrees to remove all equipment and temporary sets after completion of its use of the Property and to leave the Property in as good condition as when entered upon by Producer, reasonable wear and tear excepted. If because of illness, defective equipment or any other causes beyond Producer's control, Producer is unable to start work on the date designated above and/or work in progress is interrupted during use of the Property by Producer, Owner will do best to accommodate a better date, based on availability, and normal location rates will apply and be due to Owner in connection therewith.
5. Owner warrants, represents and agrees as follows: (a) Owner has the right and power to enter into this agreement and fully perform here-under; (b) Producer shall not be required to make any payments of any nature for, or in connection with, its use of the Property, except as specifically provided herein; and (c) Owner shall not take any action or authorize or permit any third party to take any action that may interfere with Producer's full use of the Property in accordance with the terms hereof.
6. Producer agrees to indemnify and hold Owner and its licensees, successors assigns, officers, directors, and employees harmless from any liability, damage, cost or expense (including costs and reasonable attorneys' fees), arising out of or connected with any claim, demand or action in connection with the production of the Video, which claim, demand or action is reduced to a final non-appealable judgment or is settled with Producer's consent. Owner agrees to give Producer notice of any claim, demand or action to which the foregoing indemnity applies, and Producer may participate in the defense of same at Producer's expense, through counsel of Producer's choice; provided, that the final control and disposition of same (by settlement, compromise or otherwise) shall remain with Owner. Producer agrees to pay Owner on demand any amount for which Producer may be responsible under the foregoing indemnity. Producer shall, at Owner's request, cooperate fully with Owner in any controversy which may arise with third parties or litigation which may be brought by third parties concerning this agreement or any of Owner's rights here-under. If Producer does not consent to any settlement proposed by Owner, Producer will nevertheless be required to reimburse Owner for the full amount of the settlement and related costs unless Producer makes bonding arrangements, reasonably satisfactory to Owner to assure Owner of reimbursement for all damages, liabilities, costs and expenses (including attorneys' fees and legal expenses) which Owner may incur as a result of that claim.
7. Producer understands, agrees and accepts all items, instructions, policies and rules listed in Terms and Conditions portion of this agreement.
8. This Agreement contains all the representations, agreements and understandings between the parties and all prior representations, agreements and understandings, whether written or oral, are merged herein. No amendment of any of the terms and provisions hereof shall be effective unless reduced to writing and executed by the parties hereto. Producer shall have the right to assign this Agreement and any of Producer's rights here-under. If any provision of this Agreement shall for any reason be held to be unenforceable or illegal, that provision shall be severed from this Agreement and the remainder of this Agreement shall be valid and enforceable between the parties hereto just as if the provision held to be unenforceable or illegal had never been included in this Agreement.
THIS AGREEMENT HAS BEEN ENTERED INTO IN THE STATE OF CALIFORNIA, AND ITS VALIDITY, CONSTRUCTION, INTERPRETATION AND LEGAL EFFECT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS ENTERED INTO AND PERFORMED ENTIRELY WITHIN THE STATE OF CALIFORNIA.