The Licensor hereby grants to the Licensee, its successors, assigns and licensees a non-exclusive irrevocable license (the “License”) to use the materials described above, in whole or in part in and in connection with the Picture and the Project, exhibition, promotion and other exploitation thereof, in any and all media, whether now known or hereinafter devised, including, without limitation, all forms of television, home video (including videocassettes, videodiscs and DVD) and interactive “electronic” media (including Internet and CD ROM) throughout the world, in perpetuity. The rights granted to the Licensee herein shall include the right to edit, adapt, revise, rearrange, add to, delete from, juxtapose, interpolate and combine the Materials or any part thereof in any manner, combination or sequence with or without other information and materials (including performances, interviews, narration, photographs, film, artistic and literary works, dramatizations, musical accompaniment, lyrics and sound and visual effects) prepared by or obtained from others for use in the Picture and the Project in the Licensee’s sole discretion. Nothing herein contained shall obligate the Licensee to use the Materials (or any part thereof) in the Picture. Licensor shall not be entitled to any compensation in connection with the exploitation by the Licensee of the Materials in and in connection with the Picture and the Project.
Licensor will not assert or maintain against Licensee any claim of any kind or nature whatsoever, including, but not limited to, actions based upon copyright or trademark infringement, moral rights infringement, passing- off, invasion of privacy, publicity or defamation in connection with the License herein granted. Licensor shall not be entitled to seek any injunctive or equitable relief in connection with any breach or alleged breach of this license, and Licensor’s only remedy in the event of a breach shall be to seek damages.
Licensor represents and warrants that Licensor is the sole and exclusive owner of all rights in and to the Materials, and that Licensor has the authority to grant Licensee the right to use the Materials as contemplated in this License and that no further permission, release or consent is required from and no compensation is payable to any other entity in connection with Licensee’s use of the Materials as contemplated in this License. Licensor further represents and warrants that the use of the Materials by the Licensee as described herein will not breach, violate or infringe upon or interfere with any laws or the rights of any third parties (whether personal or proprietary), nor will it defame any person or entity.
Licensor agrees to indemnify and hold harmless the Licensee, its successors, assigns and Licensees, from and against any and all claims, actions, damages, liabilities, costs and expenses arising out of or in connection with a breach of the foregoing representations and warranties. Licensor hereby waives in favour on the Licensee and its successors, assigns and Licensees all moral rights or whatsoever nature in and to the Materials.