NON-EXCLUSIVE LICENSE FOR USE OF ARTWORK

1. Use of Artwork. Lessor hereby grants Lessee, its successors, assigns and licensees a non-exclusive license to photograph, record, reproduce or otherwise use the pieces of artwork marked as "Cleared Artwork" in such manner as Lessee may determine in its discretion solely as set dressing or decoration in the television or motion picture production described above, and to exhibit, advertise and exploit these rights in perpetuity in any and all media now or hereafter known or devised at any time throughout the world, including without limitation in “making of” and “behind the scenes” footage, still photos, advertisements, clips, trailers and all other added-value material in connection with home video (e.g. DVD, VHS), pay-per-View and other versions of the television or motion picture production. Use shall be limited to the production described above, and no additional use is authorized without a separate agreement. In no event shall Lessee copy or reproduce the artwork except in the television or motion picture production. Nothing herein obligates Lessee to exercise any of the rights, licenses or privileges granted herein. Lessor acknowledges that Lessee shall own the television or motion picture production and all rights therein of every kind. Lessor acknowledges that removing the "Cleared Artwork" mark from an artwork, stopping participation in the cleared artwork program or deleting an artwork shall not void any previous or current license held by the lessee or its successors.

2. No Transfer of Copyright. This contract in no way implies transfer of the copyright to the artwork.

3. Lessor’s Warranty. Lessor hereby warrants and represents to Lessee that it either owns the copyright pertaining to the artwork free and clear of any liens, licenses, encumbrances, or claims of any nature, or has obtained a license which permits it to grant the rights described above, and has the full right and authority to grant the rights herein granted in all media throughout the universe, and that no one else’s permission or ratification is required. Lessor agrees to waive its rights, if any, to enjoin, restrain or interfere with the development, production, advertising, promotion, publicizing, exhibition, distribution or exploitation of the television or motion picture production. Lessor has made no agreement with respect to the artwork or the copyright that is in conflict with this agreement.

4. Indemnification. Lessor agrees to indemnify Lessee and its successors and assigns from and against all claims, damages or expenses (including reasonable attorney’s fees) resulting from any breach by Lessor of these representations and warranties.