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THIS AGREEMENT is made the day of ,

BETWEEN

(1) of ("you", "your"); and

(2) FILM AND VIDEO WORKSHOP of Hungerford School, Hungerford Road, London. N7 9LF (“we” or “us”)

IT IS HEREBY AGREED as follows:

1. Definitions
In this Agreement the following terms shall bear the following meanings:

Broadcast Rights - means the non-exclusive right to incorporate the Film (or parts thereof) in programmes intended for television broadcasts (whether broadcast by means of satellite, terrestrial, cable, mobile telecommunications, on-line or by any other method now known or hereinafter invented)

Event of Termination - means a ‘termination’ event pursuant to clause 4 below.

EXP-TV - means the “not-for-profit” arts collective made up of film makers, directors, ‘creatives’, artists and associated talent/individuals operating under the umbrella of Film and Video Workshop [Ltd].

Film - means the film and/or video film (or other ‘televisual’ media, including without limitation DV tape or DVD disc) supplied by you to us hereunder (particular details of which are set out in the Film Specification), including without limitation the soundtrack and all underlying material (including stills) and contributions contained therein and thereon.

Film Specification - means the Film’s on-line specification form completed via the Website and submitted with this Agreement

Screening Rights - means the non-exclusive right to incorporate the Film (or parts thereof) in any live screening event throughout the world and the non-exclusive right to submit the Film to any and all so called “international film festivals” throughout the World

Showreel - means the "promotional use only" collage or other presentation of the Film (or parts thereof) whether by so called “on-line” or other digital methods or by DVD or video.

the Term - means the initial period of one (1) year (“the Initial Period”) commencing on the date hereof and continuing thereafter subject always to any applicable Event of Termination.

the Website - means the website currently entitled "www.exptv.net" (as the same may change from time to time without notice) operated by us and/or under our control.

2. Representations/Grant of Rights
In consideration of the parties’ warranties and representations hereinafter contained we hereby agree as follows:

2.1 You hereby grant us the right to incorporate the Film in the Showreel and the right to exploit (either by ourselves or through third parties) the Broadcast Rights and the Screening Rights during the Term in all media throughout the world in accordance with the terms hereof;

2.2 You hereby appoint us during the Term to act as your non-exclusive representatives to seek exploitation opportunities for the Broadcast Rights and the Screening Rights either through ourselves or by third parties provided always that we shall not grant any licenses over the Film to such third parties for any period in excess of three (3) years without your prior consent;

2.3 We will represent the Film and the Showreel to the best of our ability and will seek opportunities for exploiting the Broadcast Rights and the Screening Rights, provided however that we neither offer nor give any guarantee or warranty that we will be successful in so exploiting the Broadcast Rights and/or the Screening Rights;

2.4 You hereby grant to us the right to display the Showreel and the Film (in whole or in part) on the Website and to reproduce and show third parties and potential broadcasters the same;

2.5 In the event that we (or our affiliates) receive any license fees or other remuneration arising from the exercise of the Broadcast Rights or the Screening Rights, you and we hereby confirm and agree that we shall be entitled to retain all such remuneration (if any) for the collective purposes and maintenance of EXP-TV.

3. Warranties/Indemnities
You hereby warrant and represent to and with us that:

3.1 you have the full power and authority to enter into this Agreement, to perform the terms hereof and to grant the rights hereby granted free and clear of any and all liens, claims or encumbrances of every kind, nature and description;

3.2 you have not entered and will not enter into any agreement, commitment, or any other arrangements affecting or diminishing any of the rights herein granted to us;

3.3 you will at your sole cost do such further acts and execute and deliver or procure the execution and delivery of such further deeds, documents (including where requested biographies and photographs of the principal contributors to the Film), assignments and agreements as may be necessary to give full effect to the terms of this Agreement;

3.4 you expressly warrant confirm and agree that the Film is free from encumbrances liens or claims of any third party and that all consents and permissions from contributors (including music contributors) to the Film have been obtained and fully paid and cleared for to permit the unfettered exercise of the rights granted to us hereunder save that nothing herein shall prevent any such contributors from claiming their entitlement (if any) to receive royalties accounted directly through recognised industry collection societies;

3.5 you further confirm and agree to and with us that you have the full authority to grant us the right to use the Film as part of the Showreel or otherwise for the purposes required hereunder (including without limitation the exercise of the Broadcast Rights and the Screening Rights) and that nothing in the Film is defamatory obscene or otherwise infringes the rights (including copyright) of any third party;

3.6 all applicable warranties and representations made herein by you shall survive the expiry or termination of the Term of this Agreement;

3.7 you will fully indemnify us and at all times keep us fully and effectually indemnified from and against any and all actions, proceedings, claims, damages, costs, expenses and losses whatsoever made or incurred by us in consequence of any breach or non-performance by the you of any of your agreements, representations, warranties or covenants contained herein.

4. Termination

4.1 We shall have the right at any time to terminate the Term of this Agreement immediately by giving written notice to you in the event that you commit a material breach of this Agreement;

4.2 Termination of the Term of this Agreement shall be without prejudice to any rights that either party may have against the other under the terms of this Agreement which have accrued up to the date of such termination as aforesaid and shall be subject always to any pre-existing licenses granted to any third parties by us in accordance with our rights hereunder in respect of the Film.

4.3 On the termination of the Term of this Agreement those provisions of this Agreement capable of surviving termination shall continue in full force and effect.

4.4 Either party shall be entitled to terminate the Term of this Agreement after the Initial Period by giving the other three (3) months written notice.

4.5 We confirm that we shall remove the Film from the Website (and where practical from the Showreel) within a reasonable period of time following any termination of the Term hereunder.

5. General

5.1 This Agreement is personal to you and you shall not assign or otherwise deal with your rights and obligations under this Agreement to any third party without our prior written consent.

5.2 We shall have the right to sub-licence or otherwise deal with all and any of the rights granted to us under this Agreement to third party sub-licensees broadcasters or other third parties and to assign this Agreement in whole or in part to any third party

5.3 This Agreement supersedes any and all prior negotiations representations understandings and agreements between the parties with respect to the subject matter of this Agreement.

5.4 Nothing in this Agreement shall be taken to constitute a partnership, a relationship of agency or joint venture between us.

5.5 No waiver or affirmation of any breach of or non-compliance with any term thereof by either party shall be deemed to be a waiver or affirmation of any preceding or succeeding breach of or non-compliance with the same or any other term.

5.6 In the course of and following our representation of you we shall be holding “personal data” concerning you, some of it “sensitive” (as such terms are defined in the Data Protection Act 1998). This information will be kept up to date and provided in electronic and paper form and may be provided to actual or potential broadcasters or partners.

5.7 This Agreement shall be governed by the laws of England and Wales and the parties hereto agree to submit to the exclusive jurisdiction of the English courts.