CM-12-07-139ROUND ROCK, TEXAS
PURPOSE PASSIM. PROSPERITY
Item Caption:
�- (2 -0? --/SI
RECEIVED
JUL 2 5 2012
City Manager Approval Form
Approval Date: Friday, July 27, 2012
Department Name: Administration Department
Project Manager: Will Hampton
Assigned Attorney:
Item Summary:
This library will be used by our multi -media specialist, Brian Ligon, for use during video production. It includes a wide range of
musical styles and is specially geared toward video production.
This is a two-year agreement and includes licensing so we can use this music in any public setting.
No. of Originals Submitted: 2
Project Name: Video Production Music Library
Cost: $3,200
Source of Funds: General Fund
Source of Funds (if applicable): General Fund
Account Number: 5414-100-12000
Finance Director Approval: Cheryl Delaney
Department Director Approval:
CIP I • I
N/A
Date: 7/24/12
Date:
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
OK
Budget
LI
N/A
OK
Purchasing n
N/A
OK
Accounting
N/A
OK
ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
LICENSE AGREEMENT
Agreement ("Agreement") made and entered into as of the 1st day of August 2012, by and
between The City of Round Rock, 221 E. Main Street, Round Rock, TX, 78664 (Licensee")
and VideoHelper, Inc., 50 W. 17th Street, 10th Floor, New York, New York 10011 ("Supplier").
In consideration of the conditions contained herein, the parties hereto agree as follows:
1. Grant of Rights.
(a) Supplier hereby licenses to Licensee during the Term (as defined herein)
blanket synchronization rights ("Synchronization Rights") sublicensed during the Term for all
compositions (the "Compositions") and master recordings (the "Masters") in Supplier's
production music library (the "Library") solely for use in (i) programming created and broadcast
by Licensee (ii) promotional announcements regarding Licensee's programming or Licensee (iii)
Public Service Announcements ("PSAs") produced by Licensee (iv) internet (downloads and
streaming) and mobile devices (e.g., mobile phones, personal digital assistants), (v) non-
commercial use "in-house" in programs and promotions (the "In -House Uses") created by
Licensee, and (iii) solely for use by Licensee and no other entity. These rights include
synchronization for all forms of local television, local cable and local radio broadcast. The
Compositions and the Masters are hereinafter referred to collectively as the "Materials."
(b) These rights expressly exclude theatrical motion picture exhibition and any
productions for sale.
(c) As between Licensee and Supplier (and any creators of the Materials),
Supplier reserves all rights of every kind and nature not specifically granted to Licensee herein,
including without limitation, the non -dramatic public performance rights in the Compositions
(which, as of the date hereof, are to be licensed through ASCAP and BMI).
2. Length of Contract. The term (the "Term") of this agreement shall commence
on the date hereof and continue for two (s) years; provided, however, for those of Licensee's
programs as set forth in Paragraph 1 above, in which the Materials were synchronized during the
Term, Licensee may continue thereafter to exhibit, in perpetuity, the programs as they embody
the Materials in the manner set forth herein, provided that no new programs or versions thereof
(including compilation programs) may be produced after the Term.
3. Delivery Requirements. Supplier will provide Licensee with two (2) CD
copies of the Library, online access and/or the Materials on a hard drive. The scope of the
Library includes all Materials previously supplied by Supplier to Licensee (if applicable) and all
updates and additional Materials added to the Library during the Term shall be covered by and
included in this Agreement.
4. Territory. The exhibition territory for the license herein to Licensee is Round
Rock, TX.
1.
5. License Fees. Licensee agrees to pay Supplier the sum of One Thousand Six
Hundred Dollars ($1,600.00) upon the execution of this agreement, plus an additional sum of
VIDEOHELPER
CM -!2-o1-87
50 W 17TH STREET 10th Floor, NEW YORK, NY 10011 212.633.7009 212.633.9014 VIDEOHELPER.COM
2
One Thousand Six Hundred Dollars ($1,600.00) on or before August 151, 2013. All fees shall be
payable to the account of VideoHelper, Inc. Failure to remit the license fee shall deem the
broadcast of the Materials as unauthorized, subject to all rights and remedies allowable by law,
whether pursuant to the U.S. Copyright Act or otherwise.
6. Credit. In the event that any Composition from the Library is used as a main
title and/or end credit theme for a program or if greater than fifty percent (50%) of the
background score for a program embodies the Materials, Licensee shall accord Supplier a credit
in the end titles of such program in substantially the following form (as applicable): "Theme
music by VideoHelper, Inc." or "Score by VideoHelper, Inc."
7. Independent Contractor. Supplier acknowledges that it is an independent
contractor and is not an employee of Licensee.
8. Ownership. Licensee acknowledges that Supplier owns all right, title and
interest, including without limitation, all copyrights, in and to the Materials and that Licensee
has no interest of any kind therein. Licensee's rights are in the nature of a limited license for the
Term as set forth herein and are fully governed by the terms and conditions hereunder.
9. Return of Materials. At the expiration of or earlier termination of the Term,
all CD copies of the Library or other Materials of any kind supplied by Supplier to Licensee
shall be returned to Supplier, at Licensee's expense. Licensee agrees to remove any and all
Materials from Licensee's internal servers, hard drives, or any other storage devices.
10. Warranties and Indemnity.
(a) Supplier warrants and represents that (i) it has the right to enter into this
Agreement and to grant Licensee all rights granted herein, (ii) that Supplier has neither entered
into nor will enter into any agreement of any kind that will interfere in any way with its complete
performance under this Agreement and (iii) that the Materials delivered by Supplier hereunder
are original with the Supplier and do not infringe upon or violate any law or infringe upon any
common law or statutory rights of any other entity, person or corporation, including, without
limitation, contractual rights, copyrights, trademarks and rights of privacy or publicity.
(b) Licensee warrants and represents that (i) it has the right to enter into this
Agreement, (ii) that Licensee has neither entered into nor will enter into any agreement of any
kind that will interfere in any way with its complete performance under this Agreement and (iii)
the visual works with which the Materials are synchronized will not infringe upon or violate any
law or infringe upon any common law or statutory rights of any other entity, person or
corporation, including, without limitation, contractual rights, copyrights, trademarks and rights of
privacy or publicity.
(c) Each party (the "Indemnitor") shall at all times indemnify, save and hold
harmless the other, its successors, licensees, assignees, officers, agents and employees (the
"Indemnitee") from and against any and all third -party claims, losses, liabilities, judgments,
costs, expenses and damages (including, without limitation, reasonable attorneys' fees and legal
costs) arising out of or in connection with any breach or alleged breach by the Indemnitor of any
warranty, covenant, representation or agreement made or to be performed by the Indemnitor
hereunder. The Indemnitor shall be promptly notified in writing of any such claim, action or
demand and shall have the right, at its own expense, to participate in the defense thereof with
counsel of its own choosing.
VIDEOHELPER
50 W 17TH STREET 10th Floor, NEW YORK, NY 10011 212.633.7009 212.633.9014 VIDEOHELPER.COM
3
11. Remedies. The failure by either party to perform any of its obligations
hereunder shall not be deemed a breach of this Agreement unless the non -breaching party gives
the breaching party written notice of such failure to perform and such failure is not corrected
within thirty (30) days from and after receipt of such notice. If Licensee fails to cure any breach
of its obligations to make payment hereunder, Supplier may, in addition to any other rights or
remedies, for damages or otherwise, which Supplier may have, terminate this Agreement upon
written notice to Licensee at any time, after which time Licensee's rights hereunder shall cease.
12. Non -Transfer. This Agreement is non -transferable and the rights granted
herein may not be transferred or sublicensed to any third party without prior written permission
from Supplier.
13. Miscellaneous. This instrument constitutes the entire agreement of both parties
and can be modified or terminated only by a written instrument executed by both Licensee and
Supplier. No waiver by Supplier or Licensee, whether express or implied, of any provision of
this Agreement or any default hereunder shall affect the other's right to thereafter enforce such
provision or to exercise any right or remedy in the event of any other default, whether or not
similar. This Agreement shall in all respects be governed by and interpreted in accordance with
the laws and judicial decisions of the State of New York applicable to contracts entered into and
to be performed entirely in New York. All claims, disputes or disagreements which may arise
out of the interpretation, performance or breach of this Agreement shall be submitted
exclusively to the jurisdiction of the state courts of the State of New York, or the Federal
District courts, located in New York County. Should any paragraph or provision of this
Agreement be held to be void, invalid or inoperative, such decision shall not affect any other
paragraph or provision hereof, and the remainder of this Agreement shall be effective and
binding upon the parties hereto as though such void, invalid or inoperative paragraph or
provision had not been contained herein.
14. IN WITNESS HEREOF, the parties hereto have executed this Agreement as of
the date specified above.
By:
THE CITY OF ROUND ROCK
By:
VIDEO 1 PER, INC.
Saba, President
VIDEOHELPER
50 W 17TH STREET 10th Floor, NEW YORK, NY 10011 212.633.7009 212.633.9014 VIDEOHELPER.COM