Terms below are excerpted from the Filmmaker Request for participation in Educational Film Resources:
Filmmaker’s Representations and Warranties
Filmmaker represents and warrants that the Producer has full authority to grant the rights granted to Canyon Cinema herein; that these rights are free and clear of any liens, encumbrances, restrictions, claims of rights inconsistent with or which could adversely affect any of the rights granted herein to Canyon Cinema, and the film as delivered will be free from any outstanding payables of any kind; the grant of rights to Canyon Cinema does not interfere with or infringes on the rights of any third party; all rights to music, story, name, likeness picture, character, dialogue, voice-overs, and literary materials upon which the film is based, and any other materials of any nature whatsoever appearing, used or recorded in the film have been obtained in proper form for the free and unrestricted use and exploitation of the film; that Filmmaker has all the rights necessary to grant the rights to Canyon Cinema here-in; that all rights, releases, clearances and/or licenses with respect to all materials and elements in, and all persons participating in or performing services on the Film have been secured by Filmmaker for duplications and distribution hereunder; that the films duplicated and distributed hereunder will not be infringed upon by any person, firm or corporation and not contain any illegal material; that distribution hereunder will not violate any copy-right, trademark, literary, artistic, musical or other rights of any person, firm or corporation, and will not require a payment by Canyon Cinema to any party whatsoever.**
Filmmaker has the right to issue and authorize publicity regarding persons appearing in the paid advertising of billings, has a right to use, reproduce, transmit, broadcast, exploit, publicize and exhibit their names, photographs, likenesses, voices, and other sound effects, as well as recordings, transcriptions, films and other reproduction thereof in connection with the rights granted herein to Canyon Cinema.
There are or will be no restrictions from filmmaker or third parties which could or will prevent, limit or impair Canyon Cinema’s rights herein.
**Obscene matter that is generally considered illegal in the United States is child pornography, bestiality, excretory functions, and violence in conjunction with sexual acts.
Within the limits of applicable state law, Filmmaker hereby indemnifies and holds Canyon Cinema, its directors, officers, agents, employees, and assigns, harmless from and against any and all claims, damages, costs, liabilities and expenses (including, without limitation, costs, and reasonable attorneys’ fees) resulting or arising from or incurred in connection with any breach by Filmmaker of any representation or warranty contained in this Agreement, providing that Canyon Cinema gives Filmmaker prompt notice of any claim or litigation to which indemnification applies and the opportunity to participate in the disposition (by compromise, settlement or other resolution by excluding any omission or wrongdoing by Filmmaker) of such claim or litigation.
This agreement shall be governed according to the laws of the State of California as if executed and performed in the State of California.
All legal notices, demands, waivers, consents, and requests which may be given by either party to the other under the terms of this Agreement shall be in writing and shall be sent by United States mail, registered or certified, postage prepaid, return receipt requested, addressed as follows or to such addresses as shall be furnished by either party to the other:
To: Canyon Cinema
Notices and requests shall be deemed delivered or given when received by the party to whom they are addressed.
Any controversy between the parties involving the construction or application of any of the terms, covenants or conditions of this Agreement shall be submitted to binding arbitration in San Francisco, California, at the request of either party, and the arbitration shall comply with and be governed by the provisions of the commercial arbitration rules of the American Arbitration Association.
In any dispute between the parties, whether or not resulting in litigation, the party substantially prevailing shall be entitled to recover from the other party all reasonable costs, including, without limitation, reasonable attorneys’ fees.
This Agreement represents the entire agreement between the parties, superseding or replacing all prior oral or written understandings or representations with respect to the subject matter hereof. No provision of this Agreement may be waived or amended, except by a written instrument executed by the party to be changed.
This Agreement has been negotiated and approved by the parties hereto and, notwithstanding any rule or maxim of construction to the contrary, and ambiguity or uncertainty in this Agreement shall not be construed against either party based upon authorship of any of the provisions hereof.