This Agreement is made and effective as of March 2020 among and between Keim Concept, Inc., a Michigan nonprofit corporation (Licensor), and Grand Tap Media, a Michigan LLC (Licensee), collectively referred to as the “Parties.”
Recitals
1. Licensor is the owner, assignee, creator, originator, and/or user of information which may be contained in interviews, videos, pictures and/or voice recordings of individuals (“talent”) including the right to use the name, voice, image, likeness, and attributes of talent in connection with any film, audiotape, videotape, photograph, print media, book, illustration, animation, broadcast or other media, now known or later developed, in any form, including all formats of computer-readable media, produced by or for Licensor, any derivative works, and any advertising or promotional material created by Licensor collectively referred to as “talent media.” Additionally, Licensor is the owner, assignee, creator, originator and/or licensed user of certain original material which may be contained in interviews, videos, pictures, scripts, film, audiotape, photographs, print medium, books, illustration, animation, broadcast or other media, now known or later developed as well as certain advertising and/or promotional material created by Licensor collectively referred to as “original content media.”
2. Licensee desires to use certain talent media and original content media in its business operations.
3. Licensee and Licensor have common ownership and control.
Accordingly, the parties hereby agree:
Licensor grants to Licensee a license, with no right to grant sublicenses, to use talent media and original content media.
Licensee acknowledges that Licensor retains full ownership of the material.
This Agreement shall be in effect for a term of 10 years unless terminated as set forth, below, however, it may be extended for an additional term on mutual agreement of the Parties in writing:
Licensee or Licensor shall have the right to terminate this Agreement at any time on 30 days’ notice in writing to Licensor.
This Agreement shall terminate automatically on the insolvency or bankruptcy of Licensee, the appointment of a receiver for Licensee, or its reorganization for the benefit of creditors.
Licensee agrees that this Agreement is not assignable by Licensee without the prior written approval of Licensor.
Licensee agrees that Licensor may assign all rights under this Agreement and these rights shall inure to the benefit of Licensor’s heirs, successors, assigns, and other legal representatives.
This Agreement shall be interpreted and construed, and in the legal relations created in this Agreement shall be determined, in accordance with the laws of the State of Michigan.
Should any part or provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provision shall not be affected by such holding, the intent of the Parties being to effectuate this Agreement to the fullest extent possible.