CM-2016-1159 - 8/12/2016VIDEOHELPER
Production music +sound design library
LICENSE AGREEMENT
Agreement ("Agreement") made and entered into as of the 1 st day of August 2016, by and between
The City of Round Rock, 221 E. Main Street, Round Rock, TX, 78664 (Licensee") and
VideoHelper, Inc., 50 W. 171' Street, 10`h Floor, New York, New York 10011 ("Licensor").
In consideration of the conditions contained herein, the parties hereto agree as follows:
1. Grant of Rights.
(a) Licensor 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 Licensor'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 Licensor (and any creators of the Materials),
Licensor 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 (2) 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. Licensor will provide Licensee with online access to
Library and/or the Materials on a hard drive upon Licensee's request. The scope of the Library
includes all Materials previously supplied by Licensor to Licensee (if applicable), and all updates
and additional Materials added to the Library during the Term shall be covered an included in this
Agreement.
4. Territory. The exhibition territory for the license herein to Licensee is Round
Rock, TX.
5. License Fees. Licensee agrees to pay Licensor the sum of Three Thousand Two
Hundred Ninety -Six Dollars ($3,296.00) payable in the following manner: a) One Thousand Six
Hundred Forty -Eight Dollars ($1,648.00) upon the execution of this agreement and b) an
additional sum of One Thousand Six Hundred Forty -Eight Dollars ($1,648.00) on or before
August 111, 2017. All fees shall be payable to the account of VideoHelper, Inc. Failure to remit
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Production music+sound design library
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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 Licensor 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. Licensor acknowledges that it is an independent
contractor and is not an employee of Licensee.
8. Ownership. Licensee acknowledges that Licensor 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 Licensor to Licensee shall be
returned to Licensor, 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) Licensor warrants and represents that (i) it has the right to enter into this
Agreement and to grant Licensee all rights granted herein, (ii) that Licensor 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 Licensor hereunder are
original with the Licensor 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.
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)
50 W 17th Street 10th Floor, New York, NY 10011 [t] 212.633.7009 [f] 212.633.9014 [w] videohelper.com
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Production music+sound design library
days from and after receipt of such notice. If Licensee fails to cure any breach of its obligations
to make payment hereunder, Licensor may, in addition to any other rights or remedies, for
damages or otherwise, which Licensor 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
Licensor.
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
Licensor. No waiver by Licensor 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.
IN WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
specified above.
CITY OF ROUND ROCK VEOHELPER, INC.
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Laurie Hadley,City Manage/��/� (osTh Saba, President
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City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider authorizing a License Agreement between the City and
VideoHelper, Inc. for use of their Video Production Music Library.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 8/12/2016
Dept Director: Will Hampton, Director of Communications and Marketing
Cost:
Indexes:
Attachments: _City Manager Form_Muzak, _Muzak License Agreement
Department: Communications and Marketing Department
Text of Legislative File CM -2016-1159
Consider authorizing a License Agreement between the City and VideoHelper, Inc. for use of their Video
Production Music Library.
Recommend approval of VideoHelper two year license agreement for $3296 payable in the following
manner
a. $1648 upon the execution of this agreement
b. $1648 on or before August 1, 2017
VideoHelper is an independent, license library that provides access to their boutique music.
Communications and Marketing Department utilizes this library for videos, public service
announcements and commercials.
Staff recommends approval
City of Round Rock Page 1 Printed on 811112016