GENERAL LICENSING AGREEMENT
This General Licensing Agreement (“Agreement”) is entered into on the date signed by Company below (“Effective Date”) by and between Old Pro Productions, Inc. (“Company”), and ___________________________________________________ (“Creator”). Together, Company and Creator are sometimes referred to herein as the “Parties,” or individually as a “Party.”
(a) “Media” means all images, drawings, prints, paintings, photographs, negatives, film, video, motion pictures, audio, other audiovisual works, data, information, sculptures, murals, paintings, designs, texts, articles, poems, or other literary works, songs, lyrics, instrumentals, or other musical works, performances, or any other artworks, and all portions or adaptations thereof, whether tangible or intangible, in any media or embodiment (physical, digital, electronic, magnetic, or otherwise), now known or hereafter to become known, that are created by Creator for Company as set forth in the attached Exhibit “A.”
(b) “Expenses” means any and all costs associated with setting-up, taking, producing, designing, creating, developing, building, and delivering the Media, including, but not limited to, any costs or expenses for: (i) renting or otherwise leasing a facility for the creation of the Media; (ii) hiring or retaining artists, assistants, or other individuals for the creation of the Media; (iii) renting or otherwise leasing any cameras, microphones, instruments, recording equipment, or other equipment needed for the creation of the Media, including any materials, supplies, lighting, costumes, and props; (iv) securing rights or creating audio and other sound effects associated with the Media; (v) special effects; (vi) make-up and make-up Creators; (vii) film and film development; (viii) digitization; and (ix) packaging, shipping, and delivery.
(c) “Site” means any website owned or operated by Company, including but not limited to www.theoldestprofessionpodcast.com, and its affiliated sites, social media accounts, and podcasts.
(a) Engagement. Company hereby engages Creator to perform the services as set forth in the attached Exhibit “A.” The Media will be completed and delivered to Company on or prior to the date reflected on the attached Exhibit “A”, with additional work to be performed as set forth thereon. Further, the Media will meet the criteria in terms of form, quality, time, and other requirements, upon delivery, as described on the attached Exhibit “A.” It is incumbent upon Creator to review and adhere to any such criteria in connection with all work performed herein.
(b) License to Media. Creator is and shall remain the rightful owner of the Media. Creator hereby grants, and Company hereby accepts, the perpetual, non-exclusive, transferable, sublicensable, worldwide license to use the Media, in all means now known or to become known in the future, for any purpose, including to advance, promote, and elevate the cause of sex workers.
(c) Promotional License of Marks. Creator hereby grants to Company a limited, non-exclusive, worldwide, fully paid-up license to use Creator’s trademarks, service marks, common-law marks, and rights-of-publicity (collectively, “Marks”) for purposes of marketing and promoting the Site and/or the Media.
(d) Compensation. Creator will be compensated by Company or its agent, as set forth in the attached Exhibit “A.” Creator will not be entitled to any compensation, fee, or cost reimbursement that is not set forth in the attached Exhibit “A.”
(e) Expenses. Unless otherwise expressly provided for within this Agreement or any Exhibit to this Agreement, any and all Expenses will be borne by Creator. Creator will be solely responsible for any and all Expenses associated with the creation and delivery of the Media. Company will not be responsible for any costs incurred by Creator beyond the fees referenced in Exhibit “A.”
(f) Record Keeping and Labeling. In the event that any Media created by Creator triggers compliance obligations under Title 18, U.S.C. §§ 2257 & 2257A and 28 C.F.R. § 75.1, et seq. (“Section 2257”), Creator will execute and provide to Company any documents or records which are required by Section 2257, as directed by Company from time to time. Company agrees to act as the “Records Custodian” as required under Section 2257, to the extent required by law. Creator will maintain its own copies of any Section 2257 records and make such copies available to Company and any governmental officials upon request. Creator will keep Company apprised of the physical location of all duplicate records compiled pursuant to Section 2257 relating to the Media. Creator understands that Company will include a conspicuous notice which identifies the Records Custodian for content and describes the physical location where the records relating to the content may be inspected as required under applicable law. Creator specifically acknowledges and agrees to his/her role as “primary producer,” and may (at the option of Company) be identified as such in any and all notices made pursuant to Section 2257. Creator understands Company’s potential role as “secondary producer,” and agrees to take all necessary and proper action to facilitate Company’s adherence to record keeping obligations under Section 2257.
(g) Cooperation. Creator will cooperate with the implementation and posting of the Media to the Site by providing such follow-up services as reasonably requested by Company from time to time, to effectuate the intent of this Agreement.
(h) No Illegal Content. Creator will not produce or deliver to Company any Media which constitutes child pornography, depictions of sex trafficking, non-consensual sexual activity, obscenity, or any other illegal content. Company reserves the right to reject any Media which it believes constitutes illegal content or which does not conform to the specifications for such Media. Company will not pay Creator or reimburse Creator for any out-of-pocket expenses for any Media rejected under this section. Any violation of this provision will, without exception, subject Creator to immediate termination, and a forfeiture of all funds owed to that point. Any violation of laws or regulations may subject Creator to additional expenses, specifically, but not limited to, indemnification as outlined in this Agreement.
3. INDEPENDENT CONTRACTOR.
(a) Independent Parties. Creator’s performance of services hereunder is in Creator’s capacity as an independent contractor. Neither Party is the agent, employee, legal representative, partner, or joint-venturer of the other Party for any purpose whatsoever. Nothing in this Agreement, or any marketing materials or proposals will be construed otherwise. This Agreement will not create a partnership, joint venture, employer/employee, or principal/agent relationship between the Parties. At all times, Creator will be an independent contractor with Company. Creator will not enter into any agreement or obligation on behalf of Company without prior written approval from Company. Absent prior written approval, Creator will not have any authority to act for or to bind Company in any way, to sign the name of Company, or to represent that Company is in any way responsible for the acts or omissions of Creator.
(b) Creator’s Agents. Creator will have the right to employ suitable and desirable employees, agents and representatives (hereinafter collectively referred to as “Creator’s Agents”) to assist Creator in performing his or her obligations hereunder, but Creator will be solely responsible for Creator’s Agents and their acts and/or omissions. Creator’s Agents will conduct their activities at Creator’s risk, expense, and supervision and Creator’s Agents will not have any claims against Company for salaries, commissions, expenses, or other forms of compensation or reimbursement, and Creator represents, warrants, and covenants that Creator’s Agents will be subordinate to Creator and subject to all of the obligations applying to Creator pursuant to this Agreement. Creator agrees that Creator will comply with all federal, state and local wage and hour laws and other laws governing Creator’s relationship with all of Creator’s Agents.
(c) No Withholding. Creator agrees that no income, social security, or other taxes or amounts will be withheld or accrued by Company for Creator’s benefit or for the benefit of Creator’s Agents. Creator further agrees that no statutory insurance, including, but not limited to, workers’ compensation, unemployment insurance, and state disability insurance will be carried on behalf of Creator or Creator’s Agents by Company, unless Creator is notified to the contrary, in writing. Neither Creator nor any of Creator’s Agents will be entitled to receive any vacation or illness payments, or to participate in any plans, arrangements, or distributions by Company pertaining to any bonus, stock option, profit sharing, insurance, or similar benefits for Company’s employees. Creator will indemnify Company and hold it harmless from and against any and all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on Company to pay any taxes including withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by Creator or Creator’s Agents pursuant to this Agreement. If Company is audited by federal or state tax authorities and Company has not withheld taxes as contemplated by this paragraph, Creator will provide Company with copies of Creator’s personal or corporate income tax returns for the period under audit.
(d) Independent Contractor Creator Information. Creator will provide Company with his/her Social Security Number or Federal Tax Identification Number so that a Form 1099 can be issued no later than January 31st of the following calendar year, to the extent required by law.
(e) Insurance. Creator agrees that Company will not carry any liability insurance regarding personal or property damage for the benefit of Creator and/or Creator’s Agents and that Creator will be responsible for maintaining any insurance required of Creator under applicable law.
(f) Extenuating Circumstances and Withdrawal of Creator. If due to illness, family emergency, other extenuating circumstances, or for any other reason, Creator is unable to complete a performance or shoot as agreed, Creator forfeits the right to collect any payment for the affected shoot. If the withdrawal causes Company to incur additional expenses in finding a replacement Creator, these expenses may be charged against any pro-rated payments that Company, in its sole discretion, may elect to disburse to Creator. Repeated absences will also be grounds for termination of this Agreement, for cause.
4. CONTENT MANAGEMENT.
(a) Artistic and Editorial Control. Company reserves the right to refuse to post any Media created hereunder on the Site for any reason. Company will retain all artistic and editorial control of: (i) Company’s use of all Media created by Creator hereunder; and (ii) the Site.
(b) End Users. Company will be solely responsible for managing its relationship with its customers (“End Users”). End Users will be considered customers of Company and all of Company’s rules, policies, and operating procedures concerning customer orders, customer service, payments, credits, and account collection will apply to such End Users. Company will provide the Site under Company’s trademarks and service marks, and all associated goodwill will accrue to Company. Creator understands that Company may, in its sole discretion, license rights in the Media to the End Users and others for any purpose and according to any terms, conditions and limitations. Creator understands that Company may, but is not obligated to, require End Users to properly attribute the Media to Creator as a condition of the license.
(c) Ownership of User Data. As between the Parties, Company will retain all rights, title, and interests in and to all data collected from End Users and will be under no obligation to disclose such data to Creator.
5. PROHIBITED ACTIVITIES.
The following activities are expressly prohibited under the terms of this Agreement:
(a) Creator will not include any unlicensed intellectual property in the Media.
(b) With respect to any Media of a sexual nature, Creator may not invite, allow, permit or fail to prevent any person from appearing on camera unless such person has previously signed a model release and undergone any required age-verification under Section 2257. Creator will use industry standard Model Releases and Section 2257 compliance forms and will institute such routines and procedures relating to the adult media as requested by Company.
(c) Creator will not reveal any model/talent personal identity information without prior written authorization signed by Company. This will include, but is not limited to, name, specific location, contact information, or any other personal identification information. Violation of this provision will subject Creator to immediate termination and forfeiture of any owed funds.
(a) Confidential Information. Creator agrees that information or materials acquired from Company in connection with Creator’s performance of Creator’s duties under this Agreement and which is either: (i) designated as proprietary and/or confidential; (ii) valuable by virtue of not being generally known in the relevant trade or industry; (iii) End User Data; or (iv) financial or other information relating to the Company which is not subject to public records disclosure (collectively, “Confidential Information”) is owned exclusively by Company. Creator agrees not to disclose any information or materials which is or may be considered Confidential Information of any third party to Company during the performance of Creator’s duties under this Agreement.
(b) Duty. Creator agrees: (i) to hold Confidential Information in the strictest confidence and (ii) not to make use of or reproduce Confidential Information (other than to perform Creator’s obligations hereunder).
(c) Exceptions. The obligations listed in the immediate, previous section will not apply to protect information or material which Creator can demonstrate through documentary evidence that, through no wrongdoing on Creator’s part, the information or material: (i) has come into Creator’s possession without restriction as to confidentiality; (ii) was generally known to the public at the time Creator acquired it or became so thereafter; (iii) was independently developed by Creator without regard to Confidential Information; (iv) is a public record under applicable public records laws; or (v) was required to be disclosed by Creator due to a court order, subpoena or similar process (as long as upon learning of the disclosure requirement, Creator promptly notifies Company in writing of the obligation to disclose).
(d) Terms of Agreement. Both Parties agree that the terms of this Agreement will be treated as Confidential Information and that no reference to the terms and conditions of this Agreement or to activities pertaining thereto can be made in any form without the prior written consent of the other Party; provided, however: (i) this Agreement may be disclosed if deemed a public record under applicable public records laws; and, (ii) that the general existence of this Agreement will not be treated as Confidential Information. Notwithstanding the above, either Party may disclose the terms and conditions of this Agreement: (i) as required by any court or other governmental body; (ii) as otherwise required by law; (iii) to legal counsel for either Party; (iv) in confidence, to accountants, banks, potential investors, and financial sources and their advisors; (v) in confidence, in connection with the enforcement of this Agreement or rights under this Agreement; or (vi) in confidence, in connection with a merger or acquisition or proposed merger or acquisition, or the like.
(e) Length of Duty to Maintain Confidentiality. All terms of this Section will remain in full force and effect for a period of five (5) years following the termination of Creator’s business relationship with Company.
(f) Injunctive Relief. The Parties each agree that any breach or allegation which, if true, would constitute a breach of this Section, will constitute a material breach of this Agreement that will cause irreparable harm to the non-breaching Party, entitling such non-breaching Party to seek immediate injunctive relief in addition to seeking all other applicable legal and equitable remedies.
7. REPRESENTATIONS, WARRANTIES, AND INDEMNITY.
(a) Creator’s Representations and Warranties. Creator represents and warrants that as of the Effective Date and during the term of this Agreement: (i) Creator has the right to enter into this Agreement and perform Creator’s obligations hereunder in the manner contemplated by this Agreement; (ii) this Agreement will not conflict with any other Agreement entered into by Creator; (iii) the Media is an original work or authorship, created by Creator and/or by Creator’s Agents; (iv) Creator owns and holds all necessary rights to create the Media, free of all liens and encumbrances, and no other person has any claim of ownership with respect to such rights; (v) Creator has the full right, power and authority to grant the licenses granted hereunder; (vi) the Media does not now, and will not violate any third party’s intellectual property rights, including, without limitation, trademark, trade dress, copyright or trade secret or any contractual rights, and that they do not contain matter which, if published, will be fraudulent, harassing, libelous, obscene, or a violation of any persons rights of publicity or privacy, or any law or regulations; (vii) the Media does not contain any images which constitute child pornography, depictions of sex trafficking, non-consensual sexual activity, obscenity, bestiality, actual depictions of violence, or which are otherwise illegal in the United States of America; (viii) all representations and reproductions of any aspect of the likeness of actual people have been duly authorized and permitted by the persons depicted; (ix) all Media provided to Company hereunder complies with Section 2257 and all models depicted in the Media are over the age of eighteen (18); and (x) if required, Creator has obtained a Model Release and § 2257 Compliance Form from each model photographed, using the forms provided by Company, at Company’s option.
(b) Indemnity. Creator will indemnify, defend, and hold Company, its officers, directors, shareholders, employees, independent contractors, and agents (collectively, “Indemnified Parties”) harmless from and against any and all claims, demands, losses, liabilities, damages, suits, actions, attorneys’ fees and costs that result from a claim against the Indemnified Parties for: (i) any breach or allegation, which if true, would constitute a breach of representations and warranties made by Creator in Section 7(a) above; or (ii) any other breach of this Agreement. The Indemnified Parties may appear, at their own expense and represented by counsel of their choice, in any such action or actions.
(c) No Warranty. Company makes no warranty of any kind, either expressed or implied, statutory or otherwise, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement regarding the Site, or external links.
(d) Location Release. Creator has secured the permission of any property owner, landlord, tenant, or other real property rights holder (“Location Owner”) in connection with the use of the location where the Media is produced, including the right to use any trademarks that are owned by the Location Owner or that otherwise appear on the property and that are included in the Media. Where appropriate, Creator has obtained a written location release by Location Owner, which Creator agrees to provide to Company upon request.
(e) Public Filming. Creator will not film any nudity or depictions of actual or simulated sexual activity in a public place or in any location where the performers are likely to be seen by members of the public.
(f) Coronavirus. Creator and its employees, officers, agents, contractors and vendors encourage responsible efforts to mitigate the spread of the novel coronavirus labeled COVID-19 (“Coronavirus”) and utilize industry standard best practices relating to same. Creator understands the risk of exposure to Coronavirus through personal contact with third parties, including but not limited to representatives of Company, and/or actors, models, producers, Creators, crew members, and others associated with the Media. Creator understands these risks include but are not limited to illness, permanent disability, and death. Creator acknowledges that it is impossible to screen or monitor the health status of all individuals at all times and to eliminate all risks entirely. Upon careful consideration, Creator voluntarily assumes all risks associated with Coronavirus in connection with the Media, and Creator agrees to release and hold-harmless Company from and against all claims and liability resulting from exposure to Coronavirus in connection with the Media.
8. LIMITATION OF LIABILITY.
Company will not be liable for any special, indirect, incidental, punitive, exemplary or consequential damages, including without limitation, lost revenues or lost profits in connection with Company’s obligations hereunder, even if Company has been advised of the probability of such damages. Creator’s total aggregate damages award and Company’s total aggregate liability to Creator for any breach of this Agreement will not exceed the total amount of payments owed to Creator by Company pursuant to the Compensation Section, above, as of the termination date of this Agreement.
9. TERM AND TERMINATION.
(a) Term. This Agreement will become effective on the Effective Date and will remain in effect until terminated as provided below.
(b) Termination for Convenience. Either Party may terminate and cancel this Agreement at its convenience by providing the other Party with thirty (30) days advance written notice.
(c) Termination for Breach. Either Party may immediately terminate and cancel this Agreement for cause if the other Party has materially breached the Agreement.
(d) Effect of Termination. Within thirty (30) days of the date of termination of this Agreement, Creator will return, destroy, or erase (at Company’s option) all Confidential Information in Creator’s possession (and will certify compliance with this section by written notice to Company upon request). Creator hereby acknowledges and agrees that upon termination of this Agreement, Company retains a perpetual, non-exclusive, transferable, sublicensable, worldwide license to use all Media, in all means now known or to become known in the future, for any purpose, including to advance, promote, and elevate the cause of sex workers, without any obligation to pay any further or additional consideration to Creator other than the compensation provided in the attached Exhibit “A.”
(e) Survival. Provisions that by their nature reasonably should be interpreted to survive, will survive the termination of this Agreement.
10. MISCELLANEOUS TERMS.
(a) Governing Law. This Agreement and all matters arising out of, or otherwise relating to, this Agreement will be governed by the laws of the State of Florida, excluding its conflict of law provisions. The sum of this paragraph is that any and all disputes must be, without exception, brought to court and litigated in Orange County, Florida.
- All Parties to this Agreement agree that all actions, proceedings or disputes arising from this Agreement or any services or business interactions between the Parties that may be subject to this Agreement will be tried and/or litigated exclusively in the state and federal courts located in Orange County, Florida.
- The Parties agree to exclusive jurisdiction in, and only in, Orange County, Florida.
- The Parties agree to exclusive venue in, and only in, Orange County, Florida.
- The Parties additionally agree that this choice of venue and forum is mandatory and not permissive in nature, thereby precluding any possibility of litigation between the Parties with respect to, or arising out of, this Agreement in a jurisdiction other than that as specified in this paragraph.
- All Parties hereby waive any right to assert the doctrine of forum non-conveniens or similar doctrines, or to object to venue with respect to any proceeding brought in accordance with this paragraph or with respect to any dispute under this Agreement whatsoever.
- All Parties stipulate that the state and federal courts located in Orange County, Florida will have personal jurisdiction over them for the purpose of litigating any dispute, controversy, or proceeding arising out of (or related to) this Agreement and/or the relationship between the Parties contemplated thereby.
- Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it, as contemplated by this paragraph by registered or certified mail, Federal Express, proof of delivery or return receipt requested, to the Party’s address for the giving of notices as set forth in this Agreement.
- Any final judgment rendered against a Party in any action or proceeding will be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law if such enforcement becomes necessary.
(b) Attorneys’ Fees. In any litigation arising under this Agreement, neither Party will be entitled to an award of its taxable costs and/or reasonable attorneys’ fees, including attorneys’ fees on appeal, unless otherwise held entitled pursuant to court order.
(c) Severability. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible and the remainder will continue in full force and effect.
(d) No Waiver. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision, and no waiver of one breach will constitute a waiver of subsequent breaches of the same or a different nature.
(e) Complete Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of both Parties. This Agreement will be binding on the heirs, executors, administrators and other legal representatives and assigns of Creator, and is for the benefit of Company and its successors and assigns.
(f) Headings. Section and subsection headings of this Agreement are inserted for convenience only and will not be deemed to constitute a part hereof nor to affect the meaning thereof.
(g) Notices. All notices provided for herein will be in writing and will be deemed to have been given when delivered personally, or five (5) days after being deposited in the United States mail, registered or certified, postage prepaid, to the address of record for the receiving Party.
(h) No Drafter. Both Parties have had meaningful and substantial input into drafting this Agreement and have had the opportunity to have this Agreement reviewed by legal counsel of their own choosing. This Agreement will accordingly be construed mutually and reciprocally, and not more favorably with respect to either Party on the basis of draftsmanship.
(i) Force Majeure. Company will not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to acts of God; war, riot, embargoes, acts of civil or military authority, or terrorism; pandemics; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, for such time as a force majeure event prevents performance.
IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the Effective Date.
Name: _____________________________ Name: ____________________________________
Title:______________________________ Title: _____________________________________
Date:______________________________ Date: _____________________________________
The services to be performed or covered under this Agreement are described as follows:
Company or its agent will pay Creator the following amount(s) on the following payment schedule: ______________________________________________________________________________
The Media will be delivered to Company on the following dates/schedule:
The Media will be delivered to Company in the following format(s) and/or specifications:
Special Instructions (if any):______________________________________________________
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