1. REPRESENTATIONS, COVENANTS AND OBLIGATIONS OF SUSTAINABILITY TELEVISION.
1.1 Sustainability Television Inc. represents and warrants and where applicable, covenants that:
a) it is legally incorporated, and in good standing in the jurisdiction of British Columbia;
b) upon completion of all work contemplated STV will make all contractual payments required in the Reference Key on page 1 of this agreement.
c) STV agrees to remove any and all of its representatives, equipment, props, sets or other materials from the Location upon completion of the Dates of Use in this Agreement.
1.2 REPRESENTATIONS, COVENANTS AND OBLIGATIONS OF PROPERTY OWNER.
1.1 Property Owner represents and warrants and where applicable, covenants that:
a) Property Owner has the legal authority to grant Sustainability Television the right to use and licence the use of its Location,
b) Property Owner is the only party STV is required to obtain consent from in order to exercise the rights granted by this Agreement,
c) Property Owner will advise STV of any potential risk of injury to any of STV’s representatives who may visit the Location for the purposes of the Film Project including but not limited to hazardous materials, movement of vehicles, electrical hazards, fall hazards, and any environmental health hazards.
d) Property Owner acknowledges that any breach by Owner of this Agreement will cause STV irreparable damage, which cannot be fully compensated for by money damages.
e) Property Owner hereby grants Sustainability Television Inc. and its, representatives, consultants, contractors, affiliates, agents, successors, assigns, subsidiaries and affiliates (collectively “STV”) the absolute and irrevocable rights and permission of access to the Location for the following purposes related to the Film Project found in SCHEDULE A and agrees to all of the statements found therein.
SCHEDULE A
PROPERTY OWNER RIGHTS GRANT & LOCATION SPECIFIC TERMS OF THIS AGREEMENT
Property Owner hereby grants Sustainability Television Inc. and its, representatives, consultants, contractors, affiliates, agents, successors, assigns, subsidiaries and affiliates (collectively “STV”) the absolute and irrevocable rights and permission of access to the Location for the following purposes:
Rights Granted By Property Owner
1) Property Owner grants STV the right to enter and remain upon the Location premises with its representatives and equipment, props, and sets.
2) Property Owner grants STV the right to make photographic, video, motion picture, audio or other recordings on, or of the Location, individually or with others (collectively, the “Recordings”), now or at any time in the future, for any purpose.
3) Property Owner consents to STV using, reproducing, publishing, digitizing, editing, displaying, distributing, and creating derivative works of the Recordings, in whole or in part, in any medium (whether known or unknown), and grants to STV the non-exclusive perpetual right to do all of the foregoing for full payment of the Fees as described in the Reference Key found on Page 1 of this Agreement.
Property Owner agree that STV will have the unlimited right, in its sole discretion, to vary, change, alter, modify, add to and/or delete the Recordings, to rearrange and/or transpose, and to use a portion or portions of the Recordings, together with any other literary, dramatic, artistic, musical or other material of any kind.
Property Owner understands and agree that STV is not obliged to use, reproduce, display or distribute the Recordings or to exercise any of the rights granted to it in this document. Property Owner understand and agree that STV may retain and use the Recordings as set out herein for so long as STV sees fit.
Neither the Property Owner nor any other party now or hereafter claiming any interest in the Location shall have any right of claim against STV with regards to any of the Recordings.
4) If adverse weather conditions, production delays, or a force majeure makes any of the Film Dates of Use unsuitable, then Property Owner will grant a postponement of the Dates of Use to another mutually agreeable time(s) until all required Film Project work is completed.
At any time within six (6) months from the last Film Date of Use that STV completes its use of the Premises, STV may, upon mutual written notice and approval by Property Owner, re-enter and use the Premises for the purpose of doing re-takes, or adding scenes, to the Recordings upon the same terms and conditions contained in this Agreement.
5) With respect to the Location features, Property Owner grants the specific right to make Recordings of any buildings, outbuildings, furniture, land, foliage, animals, and other features situated on top of or below the real property of the Location.
Property Owner provides STV the right to change or modify the Location features in any manner including but not limited to; renaming the Location, movement of equipment, movement of furniture or furnishings, so long as STV returns the Location to its previous state prior to vacating the Location.
STV may copy or duplicate Location features and create reconstructions of Location features for use in STV or contractor Studio(s).
2. FEES PAYABLE
Fees are payable upon completion of all Film Project work at the Location. STV is not obligated to actually use the Premises or use the Recordings in the Film Project. Owner understands that if STV does not use the Premises, STV is not obligated to pay Owner the compensation set forth above.
4. INDEMNIFICATION
STV shall indemnify and hold Owner free and harmless from any and all liabilities arising from STV’s use of the Location (excluding any negligent or intentional acts on the part of the Property Owner).
Property Owner hereby agrees to hold STV and its officers, directors, employees, agents, consultants, contractors, and representatives free and harmless from any and all liability with respect any element of this Agreement (excluding any negligent or intentional acts on the part of the STV).
6. TERMINATION
STV shall have the right to terminate this Agreement at any time. If STV terminates this Agreement for any reason Property Owner is not required to return any deposit monies paid by STV. In the event of Termination or an un-remedied situation of any kind, neither party shall have the right to injunctive relief with respect to the publication or distribution of the Film Project or any of its constituent parts.
8. ASSIGNMENT
STV may assign this Agreement, so long as STV makes payment of the required Fees.
9. AMENDMENTS
This contract may be amended only by the mutual consent of both Owner and STV.
10. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between us in respect of the matters referred to herein, no modification to this Agreement may be made without being made by way of a written agreement between the parties.
11. NOTICES
Any notice or other communication of any kind whatsoever to be given under this Agreement shall be in writing and shall be delivered by hand, email or by fax to the parties at their addresses provided for herein.
12. JURISDICTION
This Agreement shall be governed by the laws of British Columbia and the federal laws of Canada applicable therein, and both parties agree to submit to the exclusive jurisdiction of the Courts of British Columbia, without application of the rules regarding conflict of laws.
13. COUNTERPARTS
This Agreement may be signed by facsimile and in counterparts, each of which will constitute an original document and such counterparts, taken together, will constitute one and the same instrument. This Agreement may also be submitted by this Webform, constituting acceptance by Property Owner.
14. SEVERABILITY
If any provision of this Agreement or any portion of this Agreement, is held to be invalid and unenforceable, then the remainder of this Agreement shall remain in full force and effect.
15. SURVIVAL
All provisions of this Agreement that are reasonably necessary for the interpretation of this Agreement or to give effect thereto, will survive the termination of this Agreement, regardless of the circumstances or reasons for such termination.
