1. IN CONSIDERATION of the sum of Forty Nine dollars ($49.00), to be paid upon execution and delivery hereof, Licensor hereby grants to Licensee, its successors and assigns, the following non-exclusive rights, licenses and privileges, as hereinafter provided, all in accordance with the terms, conditions, and limitations hereinafter set forth:.

A.           The non-exclusive right to cause or authorize the use of the Master, including, without limitation, as follows:
                                                          FOR FILM FESTIVAL USE ONLY

    1. Licensor agrees to supply Licensee with a high quality download-able WAV FILE of the Master licensed hereunder.

    2. Licensee’s rights are expressly limited to synchronizing the Master with the portion of the Program herein described and do not include the right to incorporate the Master on or in audio files, phonograph records, and tapes including any sound track recording (“Recordings”). No Recordings containing the Master shall be manufactured, sold or used independently of the Motion Picture. The parties hereby agree to negotiate in good faith with respect to inclusion of the Master on Recordings, it being understood that any agreed royalty for such use shall be prorated to the number of musical compositions embodied on any such recording. Licensee shall not, by way of example but not limitation, change or adapt the lyrics or alter the fundamental character of the music. Licensee shall not use the title, lyrics and/or characters depicted in said Master as or for the title and/or subtitle of the Program or in advertising or exploiting the Program. All rights in and to the Master not expressly granted are reserved by Licensor for its use and disposition anytime, anywhere.

    3. Licensor warrants only that it has the legal right to grant this license and this license is given and accepted without other warranty or recourse. If said warranty shall be breached in whole or in part, Licensor’s total liability shall be limited either to repaying the consideration theretofore paid under this license with respect to the Master to the extent of such breach or to holding Licensee harmless to the extent of the consideration theretofore paid under this license with respect to the Master to the extent of said breach. Licensee hereby represents and warrants that it shall be solely responsible for the manufacture, production, sale, and distribution of any goods or products (whether physical or digital) which incorporate the Master and shall bear all costs associated therewith.

    4. Licensee shall indemnify Licensor, its agents, employees, representatives, associates, affiliates, parent and subsidiary corporations, and save and hold them, and each and all of them, harmless of and from any and all claims (including claims by labor organizations), loss, cost, damage, liability and expense, including attorney’s fees arising out of Licensee’s breach of any covenant hereof or Licensee’s use of the Master or arising from the manufacture or sale of any goods or products (whether physical or digital) which incorporate the Master including, but not limited to, actions founded on product liability. Licensee further acknowledges that a breach by Licensee of any of its representations, warranties or undertakings hereunder will cause Licensor irreparable damage which cannot be readily remedied in damages in an action at law, and may, in addition thereto, constitute an infringement of Licensor’s copyrights, thereby entitling Licensor to equitable remedies, costs and attorney’s fees.

    5. All notices hereunder shall be in writing and shall be addressed to Licensee and to Licensor at the addresses shown below, until each party shall give the other written notice of new addresses. All notices shall be sent either by certified or registered mail, return receipt requested, postage prepaid, or by telegram, charges prepaid. Service of any such written notice shall be deemed to have been effected as of the date of deposit in the mail or the date of deposit in the telegraph office, as the case may be.

    6. This license shall run to Licensee, its successors and assigns, provided Licensee shall remain liable for the performance of all the terms and conditions of this license on its part to be performed and provided further that any disposition of said film or prints or copies thereof shall be subject to all the terms hereof, and Licensee agrees that all persons, firms or corporations acquiring any right, title, interest in or possession of said film, or any prints or copies thereof, shall be notified of the terms and conditions of this license and shall agree to be bound thereby.

    7. No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

    8. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement

    9. This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may be in conflict therewith.

    10. This license shall be governed by and subject to the laws of the State of New Mexico. All disputes hereunder shall be resolved in the applicable state or federal courts of New Mexico. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.