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TELEVISION LICENSING

APPLICATION AND AGREEMENT

"MAHOGANY KNOTS"

Licensee:

Address:

City/State/Zip:

Phone/Fax:

Contact & Title:

Email of Contact Person:

This Application for a license was executed by the Licensee on:

Signature of Authorized Officer of Licensee:

Printed or Typed Name and Title of Officer:

This Application for a license was accepted by Licensor on:

Signature of Authorized Officer of Licensor:

Printed or Typed Name and Title of Officer:

Picture: "Mahogany Knots" Run Time: 41 minutes

Tape Format: _____ BetaSP              _____ ¾" Tape

License Fee per Showing: $500

Payment of License Fee for First Showing: In Advance (with signed Agreement)

Payment of License Fee for Subsequent Showings: Net 30 days from date of showing.

Upon acceptance of this Application by a duly authorized officer of the Licensor, this Agreement shall constitute a license for the telecast or cablecast of "Mahogany Knots" on the terms and conditions set forth herein.

1. License: Subject to the prompt payment of the license fees specified above and the due performance by the Licensee of all its obligations hereunder, the Licensor hereby grants to the Licensee, and the Licensee hereby accepts, a limited license to exhibit and broadcast over the facilities of the television station(s) identified above or associated therewith, the Picture entitled "Mahogany Knots" on an as-needed basis, and for no other purpose.
2. Payment of License Fees: The Licensee shall pay the license fees specified above at the time or times set forth herein.
3. Licensor’s Warranties: The Licensor represents and warrants to the Licensee that: (a) The performing rights in all musical compositions contained in the Picture are owned by the Licensor; (b) The Picture and the tapes thereof to be furnished by the Licensor to the Licensee are free and clear of any and all liens or encumbrances; and (c) The Licensor has the full right to grant this license.
4. Licensor’s Indemnity: The Licensor shall indemnify the Licensee against any and all damage or expense (including reasonable attorneys’ fees) that the Licensee may suffer or incur as a result of the breach of any of the Licensor’s warranties, subject to the following condition: The Licensor’s indemnity shall not apply unless it is given (i) prompt written notice of any claim; and (ii) full control of the defense thereof, through its own counsel; and (iii) the right to settle any such claim.
5. Delivery: The Licensor shall deliver to the Licensee a tape of the Picture in the Format marked above to the Licensee Address noted above within ten (10) working days of receipt by the Licensor of an approved Application/Agreement and payment of the license fee for the first showing. The Licensor shall bear the expense of delivery and shall have the right to select the mode of delivery.
6. Examination of Tape: Upon receipt of the tape of the Picture, the Licensee shall promptly examine the same to determine whether it is physically suitable for exhibition. If the tape is unsuitable, or was damaged in transit, the Licensee shall give immediate notice thereof to the Licensor, specifying the particular defect; and upon receipt of such notice, the Licensor shall furnish a substitute tape.  If Licensee determines that the Picture is not suitable for presentation to its audience or on behalf of its sponsors, Licensee may return the tape to the Licensor for a full refund of any license fees advanced.
7. Editing Permissions and Restrictions: The Licensee shall telecast or cablecast the Picture in the form submitted by the Licensor, and shall not modify, add to or take from the same without the Licensor’s written consent. Please note: The Picture contains one "f-word," which may be deleted or dubbed over with a substitute word by the Licensee at its discretion. Certain Licensees may also find a couple of other words objectionable, and written permission to modify them is hereby granted by the Licensor. The Licensee shall telecast or cablecast the screen credits as incorporated in the tape of the Picture. The Licensee shall have the right to insert commercials at points selected by it in its sole discretion.
8. Play Dates: No specific play dates are designated. The Licensee shall have the option to telecast or cablecast the Picture as needed to fill late-night time slots without restriction, provided that payment of the license fee for each subsequent showing is rendered to the Licensor within thirty (30) days of each play date.
9. Maximum Runs: No maximum runs are designated. The Licensee shall be permitted to keep the tape of the Picture in perpetuity under the terms and conditions of this Agreement. In the event that the Licensee terminates operations, goes into receivership or otherwise ceases to do business, the Licensee shall return the tape of the Picture to the Licensor.
10. Licensee’s Covenants: The Licensee covenants that: (a) It will pay to the Licensor the license fee for each telecast or cablecast of the Picture over the facilities of the station named above and/or its affiliate stations; (b) It will not permit or allow the Picture entrusted to it to be exhibited or telecast by any other party without payment of the license fee; and (c) It will not duplicate the Picture for sale or distribution to any third parties in any format now or hereafter invented, including internet formats.
11. Advertising Materials: The Licensee may excerpt still shots or segments of the Picture for promotional purposes or to advertise a showing of the Picture. The Licensee may add text, graphics and voice-over narration to such promotions at its discretion. Nevertheless, the Licensee shall not in any event use, for the purpose of a commercial tie-in or tie-up, the name or likeness of any person appearing in or connected with the Picture. Furthermore, the Licensee shall not excerpt shots, segments or likenesses from the Picture for inclusion in any other production or picture or for any purpose other than advertising the Picture.
12. Advertising Practices: All advertising utilized by the Licensee in connection with the exhibition of the Picture shall be in accordance with the code requirements of the National Association of Broadcasters, as well as the applicable orders and regulations of any governmental agency.
13. Taxes: The Licensee shall bear all taxes now or hereafter in effect that are or may be imposed or based upon the Licensee’s exhibition, possession or use of the tape of the Picture, or upon the grant of this license or the exercise thereof.
14. Assignment by Licensee: This license shall not be assigned by the Licensee to any third party without the Licensor’s written consent, except if such assignment is to an affiliate or associate television station operated by the same entity or holding company.
15. Arbitration: Any controversy or claim arising out of this Agreement shall be settled by arbitration in accordance with the Rules of the American Arbitration Association. The venue for arbitration shall be Colorado. The prevailing party shall be entitled to reimbursement for costs.
16. General Provisions: (a) This Agreement shall not be modified except in writing by both parties. (b) Any notices required hereunder shall be in writing, and shall be sent by certified mail, return receipt requested, to the parties at their respective addresses shown above. (c) The terms and provisions of the Agreement shall inure to the benefit of successors in interest, if any. (d) This Agreement is complete, and embraces the entire understanding of the parties.

Please Print This Form, Execute, and Mail with Check for First Showing to:

Stage One Productions, Inc.
P.O. Box 201032
Denver, CO 80220-7032

Thank you for your order!

Copyright 2008 by Stage One Productions, Inc.