License Agreement

Film Sale and License Agreement

Carol Pineau (“Licensor”) grants purchaser (“Purchaser”) of the documentary “Africa Open for Business” (“Film”) to exhibit Film in accordance with the following terms and conditions:

1. License: Licensor hereby grants to Purchaser a license to exhibit the Film for non-commercial purposes of exhibition whereby all individuals are directly associated with the Purchaser (i.e., staff, students, members of organization, and conference or seminar participants).  Purchaser shall not make, permit, or facilitate any broadcast or television showing of the Film. Legal title to copies of Film shall at all times remain with Licensor and all rights therein are reserved to Licensor.  Licensor retains all rights not specifically granted within this contract.  The License as used herein means only the right and license for Purchaser to use and reuse the Film without limitation as to the number of uses and conditions of this Agreement.

2. Conditions: Neither the Purchaser nor its employees, contractors, or other agents shall duplicate, digitize, transfer, distribute, transfer to any other medium, transmit by cable or on any multi-receiver or closed circuit system or otherwise broadcast Film in any form; cut, alter, tamper with, or otherwise modify any copies of Film; remove, obscure or modify any copyright or other notices included in Film or exhibit without complete copyright notices and/or credits contained therein; sublicense, sell, assign or otherwise transfer rights obtained by the Purchaser under this license.

3. Arrangements:  Non-commercial, public performance of Film is permitted.  A public performance is any performance which occurs outside of the home, or at any place where people are gathered who are not family members, such as in a school, library, business or group meeting.

4. Payments:  In consideration for license and rights granted herein, Purchaser shall pay Licensor price of the Film.

5. Term of the Agreement: The term of this agreement shall commence as of the date of the purchase of the Film and shall continue in perpetuity.

6. Warranties or Remedies:  Licensor warrants copies of Film shall be free from defects in material and workmanship at the time of delivery. No other warranty, express or implied, shall apply hereunder.  Licensor shall have no other liability and Purchaser shall have no other remedy, except as specifically provided in this Paragraph; and in no event shall Licensor be liable for any consequential damages.

7. Default: If Purchaser defaults on any of the conditions contained in this license, Licensor may, in addition to other remedies: repossess any copy of Film previously delivered hereunder; and/or refuse to take any further orders from Purchaser and may refuse to make further shipment of Film to Purchaser; and/or Purchaser agrees to pay Licensor’s costs and expenses of collection and/or repossession including the maximum attorney’s fees allowed by law.

8. Entirety of the Agreement: This Agreement sets forth the entire and complete agreement and understanding between Licensor and Purchaser relating to the grant of a license to exhibit Film.  This Agreement shall not be modified or amended except by a writing signed by the parties.

9. Severability: If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10. Assignment:  This agreement shall not be assignable by Purchaser.

11. Taxes:  Purchaser shall pay at its own expense any taxes or other charges imposed by any governmental body upon its exhibition of Film or its use of Film.

12. Governing Law: This Agreement is made in The District of Columbia and shall be construed and enforced in accordance with the laws of The District of Columbia.