SYNCHRONIZATION AND PERFORMING RIGHTS LICENSE 

MOTION PICTURE [OUT/NEW MEXICO FILM MAKER] 

The Publisher of this Composition is: ALFA VALOVA (ASCAP)

The administrative interest and territory covered hereby is: 

(FILM FESTIVAL USE ONLY) (“Territory”).

1. Licensor [only in respect of the rights it owns or controls] 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 throughout the Territory to use and incorporate in any manner, medium, form or language, throughout the Territory the aforesaid type and use of the Composition in and on the Motion Picture and as so used to make, import and export and to make copies of such recordings in the form of negatives and prints (and/or other forms, as applicable) necessary for distribution, exhibition and exploitation in all media, whether now known or hereafter devised. 

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

the non-exclusive right and license to publicly perform for profit or non-profit and to authorize others so to perform the Composition in the exhibition of the Motion Picture to audiences in Motion Picture theaters and other places of public entertainment where motion pictures are customarily exhibited throughout the world including the right to televise the Motion Picture into such theaters and other such public places.

2. This is a license to record only and does not authorize any use of the aforesaid Composition not expressly set forth herein. By way of illustration but not limitation, this license does not include the right to change or adapt the words, or alter the fundamental character of the music of said musical Composition, or the use of the title thereof as the title or subtitle of said film or to use the story of said Composition. 

3. On or before the first exhibition of said Motion Picture, Licensee agrees to furnish Licensor with a copy of the music cue sheet prepared and distributed in connection therewith. 

4. The recording and performing rights here in above granted shall endure for the worldwide period of all copyrights in and to the Composition, and any and all renewals or extensions thereof that Licensor may now own or control or hereafter own or control without Licensee having to pay any additional consideration therefor. 

5. No sound recordings containing the Composition that is the subject of this agreement are to be manufactured, sold or used separately or independently of said film or videotape. 

6. Licensor reserves all rights not expressly granted to Licensee hereunder. All rights granted hereunder are granted on a non-exclusive basis. 

7. 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 Composition 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 Composition 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 Composition and shall bear all costs associated therewith. 

8. Licensee shall indemnify Licensor, its agents and representatives, and save and hold them, and each and all of them, harmless of and from any and all claims, loss, damage, liability and expense, including attorney’s fees, arising out of Licensee’s use of the Composition or arising out of any claims of third parties against Licensor based on the manufacture or sale of any goods or products (whether physical or digital) which incorporate the Composition including, but not limited to, actions founded on product liability. Licensee further acknowledges that a breach by Licensee of any of its representations or warranties 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 and attorney’s fees. 

9. This license shall run to Licensee, its successors and assigns, provided it 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. 

10. 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. 

11. 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.. 

12. 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. 

13. 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.