SCREEN BILLING IN THE SAME
FORM AS IT APPEARS ON THE PRINT OF THE PICTURE OR PICTURES; AND (D) IT WILL
INDEMNIFY LICENSOR AGAINST ALL COSTS, DAMAGES, AND EXPENSES, INCLUDING, BUT NOT
LIMITED TO REASONABLE ATTORNEY'S FEES AND EXPENSES, INCURRED OR CAUSED TO
LICENSOR BY REASONS OF ANY ACTUAL OR ALLEGED BREACH BY LICENSEE OF THE
PROVISIONS OF THIS PARAGRAPH.
6.
FORCE MAJEURE.
IF LICENSOR SHALL FAIL
TO MAKE TIMELY DELIVERY OF ANY PRINT OR PRINTS HEREUNDER, BY REASON OF ANY ACT
OF GOD, WAR, FIRE, FLOOD, STRIKE, LABOR DISPUTE, PUBLIC DISASTER, TRANSPORTATION
OR LABORATORY DIFFICULTIES, ORDER OR DECREE OF GOVERNMENTAL AGENCY OR TRIBUNAL
OR ANOTHER SIMILAR OR DISSIMILAR CAUSE BEYOND THE CONTROL OF LICENSOR, SUCH
FAILURE ON THE PART OF LICENSOR SHALL NOT BE DEEMED TO BE A BREACH OF THIS
AGREEMENT.
5
7.
PAYMENT.
UNLESS OTHERWISE INSTRUCTED IN
WRITING BY LICENSOR, ALL PAYMENTS BY LICENSEE TO LICENSOR HEREIN SHALL BE MADE
IN UNITED STATES DOLLARS BY WIRE TRANSFER TO AN ACCOUNT IDENTIFIED BY LICENSOR.
8.
TAXES.
LICENSEE SHALL PAY AND HOLD
LICENSOR HARMLESS FROM, ALL TAXES (EXCLUDING LICENSOR'S INCOME AND FRANCHISE
TAXES), CHARGES, ASSESSMENTS AND OTHER FEES NOW OR HEREAFTER IMPOSED OR BASED
UPON OR RESULTING FROM THE DELIVERY, EXHIBITION, POSSESSION OR USE HEREUNDER TO
OR BY THE LICENSEE OF THE PRINTS AND PICTURES, IN WHOLE OR IN PART, LICENSED
HEREUNDER.
PAYMENT BY THE LICENSEE OF THE FOREGOING SHALL IN NO WAY DIMINISH
THE LICENSE FEES DUE LICENSOR HEREUNDER.
TO THE EXTENT THAT PAYMENT OF ANY OF
THE FOREGOING IS MADE BY LICENSOR, LICENSEE SHALL REIMBURSE LICENSOR ON DEMAND,
AND UPON THE FAILURE OF LICENSEE TO SO REIMBURSE LICENSOR, LICENSOR SHALL HAVE
ALL THE SAME REMEDIES HEREIN FOR RECOVERY OF THESE TAXES, CHARGES, ASSESSMENTS
AND FEES AS IT HAS FOR THE COLLECTION OF UNPAID LICENSE FEES, AS WELL AS ALL
OTHER REMEDIES PROVIDED BY LAW.
9.
WARRANTY AND INDEMNITY.
LICENSOR
REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO GRANT THIS LICENSE FOR THE
TELECASTING OF THE PICTURES HEREIN SPECIFIED, INCLUDING THE SOUND TRACKS FORMING
A PART THEREOF, AND THAT SUCH USE OF BY LICENSEE WILL NOT VIOLATE THE RIGHT OF
OTHERS.
LICENSOR AGREES TO INDEMNIFY AND HOLD LICENSEE, ITS OFFICERS,
EMPLOYEES, SUCCESSORS AND ASSIGNS FREE AND HARMLESS FROM ANY AND ALL CLAIMS,
DAMAGES, LIABILITIES, COSTS OR EXPENSES, INCLUDING REASONABLE ATTORNEY'S FEES
AND EXPENSES, INCURRED BY LICENSEE BY REASON OF THE BREACH OF THE FOREGOING
WARRANTY, PROVIDED, HOWEVER, LICENSOR SHALL NOT BE LIABLE FOR LOSS OF PROFITS OR
CONSEQUENTIAL DAMAGES.
LICENSOR AGREES TO DEFEND AT ITS OWN EXPENSE ANY ACTION
OR PROCEEDINGS ARISING OUT OF AN ALLEGED BREACH OF THE FOREGOING WARRANTY,
PROVIDED, HOWEVER, THAT LICENSEE NOTIFIES LICENSOR PROMPTLY OF ANY SUCH CLAIM OR
OF THE COMMENCEMENT OF ANY SUCH ACTION OR PROCEEDINGS, DELEGATES COMPLETE AND
SOLE AUTHORITY TO LICENSOR TO DEFEND OR SETTLE SAME, AND COOPERATES FULLY WITH
LICENSOR IN THE DEFENSE THEREOF.
SIMILARLY, LICENSEE AGREES TO INDEMNIFY,
DEFEND AND HOLD LICENSOR, ITS OFFICERS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FREE
AND HARMLESS FROM ANY AND ALL CLAIMS,