1. Purpose. LICENSING &COLLECTING SOCIETY FOR CINEMATOGRAPH FILM(“LCSCF”) grants licensee (“Licensee”) a non-exclusive license (“License”) to publicly perform copyrighted “Works” defined below, under the Terms and Conditions specified in this License Agreement (“Agreement”).
  2. Law. LCSCF warrants and represents that it has secured the appropriate rights, under the Copyright Act 2000, to grant this License.
  3. Term. “Term” shall mean the period beginning on the “Start Date” listed on the License Application (“Application”) and shall continue thereafter for periods of one (1) year each, unless canceled by either party giving thirty (30) days advance written notice before the end of said period or any subsequent period. Each one (1) year period during the Term is referred to herein as a “Contract Year.” If Licensee does not timely notify LCSCF of intent to terminate, this Agreement will remain in effect for the entire Contract Year, and Licensee will be responsible for the entire annual fee due to LCSCF hereunder. No refunds or credits will be made by LCSCF in the event of early termination by Licensee.
  4. Rights. The public performances authorized by this Agreement shall take place in the Facility(ies) identified in the Application or as Licensee. The sole purpose of such performances is to entertain and/or educate authorized viewers and only employees that facilitate those performances. No specific titles, or any characters from such titles, or producers’ names will be advertised or publicized to the general public, and no admission or other fee will be charged to the audience. The exhibitions cannot be used to endorse any goods or services. Works are defined as motion pictures and other audiovisual programs to which LCSCF has received the rights to license under the parameters set forth herein.
  5. Fee. The agreed license fee (tariff as stated) for the first Contract Year of this Agreement is specified on the Application, which amount is payable to LCSCF. Subsequent Contract Years may include adjustments based on various factors, including, but not limited to adjustments which: (i) reflect any change from the previous year’s Consumer Price Index (CPI), and/or (ii) reflect an increase in the number of facilities or other factors used to determine the license fee. On an annual basis, or upon request by LCSCF, Licensee shall furnish LCSCF with the information LCSCF may require to determine the license fee for subsequent Contract Years. Following such a request, if Licensee does not furnish the requested information within thirty (30) days prior to expiration, LCSCF may independently determine the license fee for that Contract Year based on its reasonable estimation. The license fee for each subsequent Contract Year shall be due and payable no later than each anniversary date of the applicable Contract Year. Late payments for subsequent Contract Years will be subject to a charge of two percent (2%) of the license fee per month.
  6. Restrictions. The specific titles which may be publicly performed by Licensee under this Agreement are Works produced and/or distributed by LCSCF-affiliated rightsholder companies only. LCSCF represents that it or its rightsholders may not possess the appropriate rights to certain individual titles, or, due to the expiration of those rights during the term of this Agreement, LCSCF may send Licensee at any time during the term of this Agreement binding notices that certain titles cannot be or may no longer be publicly performed under this Agreement. Such notices shall be binding and effective upon Licensee when received.
  7. Legally Obtained Works Only. Licensee may publicly perform only legally obtained Works covered by this Agreement. The responsibility for obtaining the Works is that of Licensee, and the costs of acquiring the Works are to be borne solely by Licensee and are separate and distinct from the agreed public performance license fee.
  8. No Other Rights. Licensee may not unlawfully duplicate, edit or otherwise modify the Works obtained for public performance purposes under this Agreement. Any and all rights not granted to Licensee in this Agreement are expressly reserved to LCSCF and/or its rightsholders.
  9. Separate Fees. Any separate fees which may be due to music publishers, or collection societies for music publishers, for the right to publicly perform the music contained in any of the Works covered by this Agreement are solely Licensee’s responsibility and are not the responsibility of LCSCF. To the best of LCSCF’s knowledge, no such separate fees for motion pictures are presently in effect.
  10. Assignment. This Agreement may not be assigned by Licensee, without the prior written consent of LCSCF.
  11. Tax Liability. In the event that a determination is made by a taxing authority or court of any state in which Licensee conducts business that the activity licensed herein renders LCSCF liable for the payment of a gross receipts, sales, business use or other tax which is based on the amount of LCSCF’s receipts from Licensee, then Licensee shall reimburse and indemnify LCSCF within thirty (30) days of notification therefore for Licensee’s pro rata share of any such tax derived from receipts received from Licensee.
  12. Notice. Any notice provided for herein shall be given in person; by registered a/d,email postage prepaid; or by reputable overnight carrier; addressed to the party to be notified as listed on the Application. The date of personal service or mailing of any such notice shall constitute the date of service.
  13. Termination. LCSCF reserves the right, exercisable upon thirty (30) days written notice, to terminate this Agreement on account of any breach by Licensee of its Terms and Conditions. In the event of such termination, there shall be no refund of the license fee. A waiver by LCSCF or by Licensee of any specific breach by the other shall not constitute a waiver of any prior, continuing or subsequent breach of the same, or any other provision of this Agreement. If any part of this Agreement shall be determined unenforceable, the remainder of this Agreement shall remain in full force and effect.
  14. Legal Fees. In the event LCSCF engages a lawyer to enforce its rights under this Agreement by virtue of the breach on the part of Licensee, of any term of this Agreement, Licensee agrees to pay the reasonable costs and legal fees incurred by LCSCF.
  15. Collection Fees. In the event that LCSCF incurs any costs or fees in connection with the collection of any amounts past due to LCSCF hereunder, then Licensee shall be responsible for paying such amounts to LCSCF upon demand, with interest at the rate of ten percent (10%) per annum calculated from date of demand.
  16. Guarantees. Licensee guarantees that the information provided by Licensee is true, correct and complete in all respects. This Agreement has been duly authorized and constitutes a legal, valid and binding obligation upon Licensee and is enforceable by its Terms and Conditions which may be updated by LCSCF. In the event that any signature is delivered by facsimile or e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation with the same force and effect as if an original signature.
  17. Jurisdiction. The Application and these Terms and Conditions contain the full and complete agreement between LCSCF and Licensee and shall be construed in accordance with the laws of Bangladesh and the parties submit to the nonexclusive jurisdiction of the Bangladesh Courts as regards to any claim or matter arising in relation to this Agreement.