TERMS

When entering into a stock footage sales agreement with Natural History New Zealand Limited, these standard terms and conditions shall apply:

The Producer shall be liable to pay to the Licensor the Licensee Fee together with all costs and expenses incurred by the Licensor in connection with the Producer's utilisation of the Footage permitted under this agreement including, without limitation, laboratory and shipping charges and all direct costs and expenses incurred by the Licensor in making the Footage available to the Producer including, without limitation, the cost of replacing any material damaged in the process of making the Footage available to the Producer under this agreement. The total sum to be paid to the Licensor by the Producer shall be invoiced to the Producer at the date of the despatch of the materials and shall be paid to the Licensor within 60 calendar days of the date of this agreement. Failure to make payment on or before the due date shall terminate this licence and the Producer shall be obliged to immediately return the Footage unused to the Licensor at the Producer's cost. The Producer shall be liable for all costs incurred by the Licensor in recovering the Footage including solicitor client costs. For the purposes of clarity the Licensor shall incur no costs whatsoever in connection with the Producer's use of the Footage.
The Producer shall be deemed to have accepted the Footage unless the Producer notifies the Licensor in writing within fifteen (15) Working Days of receipt (which shall be deemed to be forty-eight hours after dispatch) of any defect that prevents use of the Footage for its intended purpose. If the Producer notifies the Licensor of a defect, then following the return of the defective Footage (which shall be returned at the Producer's own cost and risk) the Licensor shall at its own cost and risk use its reasonable endeavours to supply as the Producer's sole remedy replacement Footage in accordance with new deadlines that may be agreed with the Producer, but the Producer accepts that the Licensor shall not be liable in any way to the Producer for failure to deliver by any such deadline.
The Producer will advise the Licensor, immediately of the completion date of the Programme.
A shot list indicating the actual Footage used in the final production shall be sent by the Producer to the Licensor within fifteen (15) days after completion of the Production.
Within fifteen (15) days after completion of the Production, the Producer either will return to the Licensor all unused material, or provide an affidavit of destruction. Any Footage not returned or destroyed will be charged as if used.
A videocassette, or other suitable copy, of the production incorporating the Footage shall be sent to the Licensor on completion of the Production.
Time limits, as specified in items 3 and 4 above may be extended upon written request to the Licensor. Decisions as to extensions will be at the sole discretion of the Licensor.
1. The Producer shall not cause, authorise or permit the lending, copying, duplication or recording of the Footage except in accordance with the terms of this contract or with prior written consent of the Licensor. Should the Licensor agree to any of the Footage being transferred to a new production, further License Fees will be charged according to Footage used in the new production.
2. The Producer represents, warrants and undertakes that it shall not alter or edit the Footage in any way which is likely to impair its meaning, quality or integrity or in any manner which is likely to bring the Licensor into disrepute or which is defamatory of any person or organization.
3. Unless otherwise provided in this Agreement, the Producer shall obtain all necessary consents and clearances from and make all necessary payments to all contributors (including but not limited to actors, writers, composers, musicians, producers, directors and any other persons who have performed services in connection with the Footage) and any other third party copyright owners.
4. The Footage may not be used in any manner whatsoever except as expressly permitted herein. Accordingly, the Footage may be used in promotional spots or other promotional material for the Programme only. The Footage is not authorized for use until this Agreement has been fully executed.
The Producer shall not use the Licensor's name, logo or trademarks for any purpose, including, without limitation, in connection with the distribution, advertising and publicising of the Production, without first obtaining the Licensor's prior written consent. However, the Producer shall accord the Licensor an appropriate courtesy credit for the use of the Footage in the Territory, in the closing credits of the Production in a manner equal in all respects to any other courtesy credits the Producer may accord in substantially the following form: 'Footage supplied courtesy of Natural History New Zealand Limited'.
The Licensor confirms its full right and title to the material provided to the Producer.
The Producer and the Licensor will indemnify and hold the other harmless (including its officers, directors, partners, owners, shareholders, employees and agents) against all claims and expenses (including reasonable legal fees) and liabilities due to the other's failure to abide by any restriction of the exercise of any rights granted to it or for breach of any of its respective obligations, representations or warranties set out in this agreement.
The Licensor reserves the right to refuse to sell any Footage that might be used in a production or programme, or in a manner inconsistent with the policies of the Licensor; and the Licensor shall be the sole judge for such proposed use.
Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Producer's liability in the event of any breach or any term or condition in this Agreement is limited to the amount of the License Fee.
The Licensor agrees that upon the Producer's failure to comply with any of the above terms and/or conditions, the License granted to the Producer hereunder shall automatically terminate and be deemed null and void.
The Producer acknowledges that neither this Agreement nor any of the Producer's rights or obligations hereunder may be assigned, delegated or otherwise transferred by the Producer and that the Footage may only be used as specifically set forth in this Agreement.
This Agreement shall be binding upon and enure to the benefit of the parties' respective heirs, successors and assigns.
Nothing contained in this Agreement shall be deemed to constitute a joint venture or partnership between the parties.
The Agreement sets out the entire agreement between the parties and this Agreement may not be modified except by written agreement by each of the parties.
The Agreement shall be governed by and construed and enforced in accordance with the laws of New Zealand.