For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor hereby irrevocably grants to Brenton Productions, Inc. (“Producer”) and any exhibitor of its programs and their respective parents, subsidiaries, affiliates, successors, assigns and licensees, the non-exclusive right to use the Materials in such manner as Producer may determine in its sole discretion in connection with the Program, including, without limitation, to photograph and/or otherwise reproduce the Materials in and in connection with the Program and in and in connection with advertising, publicizing and promoting and distributing, exhibiting and exploiting the Program, in whole or in part, by any and all means, media, devices, processes and technology now or hereafter known or devised, in perpetuity, throughout the universe. 

Licensor represents and warrants that Licensor is the owner of all copyrights, trademarks, tradenames, service marks and all other rights associated with the Materials and has the full right and authority to enter into this License and that no approvals or licenses are necessary from any other party to grant the use of the Materials as granted herein including, but not limited to, consents from and/or payments to any individual(s) appearing in the Materials and/or for any music which may be contained in the Materials whether by virtue of personal service agreements or guild/union agreements.  

Licensor at all times shall defend, indemnify and hold harmless Producer, and any exhibitor of its programs and their respective parents, subsidiaries and affiliates, their successors, licensees, and assigns, and each of their respective employees, agents, officers, directors, and independent contractors from and against any and all claims, actions, damages, losses, liabilities and expenses (including reasonable attorneys’ fees), arising out of or caused by the breach of any of the representations, warranties, undertakings and agreements made by Licensor hereunder. Producer at all times shall defend, indemnify and hold harmless Licensor, and Licensor’s successors and assigns from and against any and all claims, actions, damages, losses, liabilities and expenses (including reasonable outside attorneys’ fees), arising out of or caused by the breach of any of the representations, warranties, undertakings and agreements made by Producer hereunder.  

Producer shall be the exclusive author, owner and copyright proprietor of all of the results and proceeds relating to Producer’s use of the Materials hereunder. Without limiting the generality of the foregoing, Producer shall own all rights of every kind (and Licensor shall have no interest of any kind or nature whatsoever) in and to the photographs, scenes and matter photographed or recorded of, at, in and/or around the Materials, including the right to utilize the same in and in connection with the Program and/or the exhibition, promotion, advertising and other exploitation thereof, in any and all manner and media whatsoever, whether now known or hereafter known or recognized, in perpetuity and throughout the universe, as Producer may elect. Producer shall have no obligation to use, photograph, or depict the Materials in the Program or to exercise any of the rights granted herein. Producer acknowledges that its use of the Materials hereunder does not affect Licensor’s continued and separate ownership of copyrights, trademarks, tradenames, service marks and other rights associated with the Materials.  

Licensor acknowledges and agrees that the rights and remedies of Licensor in connection with this License are limited to Licensor’s right to recover damages, if any, in an action at law, and Licensor hereby waives any right or remedy in equity, including, without limitation, any right to terminate, rescind or cancel this License and/or to seek injunctive or other equitable relief with respect to any breach by Producer hereunder and/or to enjoin or restrain or otherwise impair or interfere in any manner the production, distribution, exhibition or other exploitation of the Producer’s programs, or any parts or elements thereof, or the use, publication or dissemination of any advertising or publicity in connection therewith. No casual or inadvertent failure by Producer to comply with the provisions of this License shall constitute a breach provided, however, that upon written notice to Producer, Producer shall use reasonable efforts to prospectively cure such failure.  

The persons signing this License on behalf of Licensor and Producer respectively represent and warrant that they have the right to sign on behalf of their principal and to bind their principal to this License. The execution of this License has not been induced by any representations, statements, warranties or agreements other than those expressed herein. Producer may assign this License and any or all its rights and obligations to any party or entity. This License Materials License embodies the entire understanding, written or oral, in effect between the parties relating to the subject matter hereof and supersedes any agreement, written or oral that may currently exist between Licensor and Producer. This License can be modified only by a written instrument signed by both parties. This License shall be construed and interpreted under the laws of the State of Florida governing agreements which are wholly executed and performed therein, and the parties agree that any action to enforce this License shall be solely in the State or Federal Courts in Tampa Florida.