This Agreement is made as of July 16, 2009 between UOMO Media Inc. (“ LLG ”) and Shawn Fernandes p/k/a “Shawn Desman” (the “ Artist ”) (the Artist and LLG are collectively, the “ Licensor ”), a corporation incorporated under the laws of the Province of Ontario whose address is 161 Bay Street, 27 th Floor, Toronto, Ontario M5J 2S1 - and - COLGATE PALMOLIVE CANADA (“ CP ”), a corporation incorporated under the laws of Ontario , whose address is 895 Don Mills Road, Two Morneau Sobeco Centre, 6 th Floor, Toronto, Ontario M3C 1W3;
For good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
Licensor hereby licenses to CP the irrevocable right to use one (1) original musical composition written by and recorded by the Artist entitled “Fresh” (such composition and master recording thereof shall be collectively referred to herein as the “ Music ”) for use solely in connection with the GET FRESH! and Dance… promotion being launched by CP (the “ Promotion ”). The Promotion will be operated by CP in Canada and any contest in relation thereto shall be open to the residents of Canada (excluding Quebec). Notwithstanding, the Promotion (which may include the Music) shall be accessible over the Internet and other digital forms throughout the world.
In full consideration of the services rendered and rights granted herein, and provided that Licensor is not in default hereunder, Licensor will be paid an “all-in” fee of $20,000 (the ” Fee ”) for use of the Music as contemplated herein allocated as follows: (i) $15,000 for the use of the master recording of the composition; and (ii) $5,000 for the right to synchronize the composition with visual images. With the exception of the Fee and except as otherwise provided herein, there shall be no fees, residuals, royalties or other payments payable to Licensor or any other party for such services or rights or in connection with the use or other exploitation of the Music.
The Licensor hereby irrevocably grants to CP a non-exclusive license to use the Music in connection with the Promotion (the “ License ”) for a period commencing on the date hereof until December 31, 2009 in connection with the Promotion. CP shall have the right to extend such period for additional, unlimited periods of one year (each, an “ Extended Period ”) upon payment to Licensor of an additional fee of $1,000 for each Extended Period. The License granted by Licensor to CP herein shall include the following exclusive rights in connection with the Promotion:
To reproduce the Music, in whole or in part, and to offer such reproductions for download, but only in respect of and to facilitate the Promotion and only where the Music has been embodied in an audio-visual segment.
To synchronize the Music, in whole or in part, with visual images and motion pictures in connection with the Promotion .
To otherwise exploit the Music, in whole or in part, in any manner and in any media whatsoever in connection with the Promotion , now known or hereafter created subject to the approval of the Licensor and in consideration of an additional fee to be negotiated in good faith by the parties.
To offer for download an edited version of the Music which shall be no more than 30 seconds in duration (the “ Edited Version ”).
To permit any other party to exercise any of the rights granted to CP in this Agreement.
Notwithstanding anything contained in this Agreement: (a) the rights set out in Section 3(b) above shall be limited to videos featuring dancer entrants in the contest comprising part of the Promotion in which dancers will perform to the Edited Version and in the 'Dance-Off' performance related to the Promotion (the “ Dancer Videos ”); (b) the full duration of the Music (i.e. the entire song) shall be used hereunder only in respect of the “live” performance featuring the dancer entrants as part of the Promotion; and (c) the License during any Extended Period shall be limited to the right to exhibit Dancer Videos in accordance herewith as part of CP’s next promotion to occur during the Extended Period.
The parties acknowledge and agree that, for a period of 5 years commencing on the date hereof, the Music shall not be licensed by the Licensor to any other party or used by the Licensor in any manner in respect of any other personal care product promotions.
The Licensor shall deliver to CP no later than July 16th, 2009: (a) 2 versions of the master recording of the composition on CD and in MP3 format or as CP may otherwise require (one such version being the full duration and the other version being the Edited Version); and (b) such other documents as CP may reasonably require in connection with the exploitation of the Music.
Notwithstanding anything contained herein, CP shall not be obligated to use the Music, it being agreed that CP's obligations hereunder shall be satisfied by payment to the Licensor of the Fee.
Licensor hereby represents and warrants that: (i) the Music is original and Licensor owns all rights related thereto; (ii) Licensor has the right to enter into and perform this Agreement (without the consent of any other party); (iii) the terms of this Agreement will not contravene any other agreement to which Licensor may be a party; and (iv) Licensor is a member of SOCAN.
Licensor agrees to indemnify and hold CP and its shareholders, directors, officers, agents, successors, assigns and licen