SPWA definition
Examples of SPWA in a sentence
No casual or inadvertent failure of SPWA to comply with any provision hereof shall constitute a breach of this Agreement and the rights and remedies of Licensor or any third party, in the event of a breach relating to credit by SPWA, shall be limited to an action at law for damages.
SPWA shall not be obligated to give paid ad credit in any paid advertising which SPWA customarily deems to be “excluded ads” (unless otherwise provided in pre-approved agreements in connection with the engagement of Director and/or Principal Cast or as required by applicable guild agreements).
SPWA shall be entitled to fully recoup all Residuals actually paid by SPWA as Distribution Expenses.
All Materials shall be kept strictly confidential, and shall be handled, accessed and used by Licensor and/or Licensor’s employees, representatives, licensees or agents rendering services on the Picture (collectively, “Licensor Representatives”), if at all, only to the extent as is absolutely necessary for Licensor and/or Licensor Representatives to Deliver the Picture to SPWA in accordance with Licensor’s obligations hereunder.
SPWA shall have the right, at its discretion, to make any and all changes and modifications in the Picture (including its title, subject to Licensor’s consultation rights as described in Paragraph 5.5 and first opportunity/final cutting rights of Director) which SPWA shall reasonably determine to be necessary.
If any Licensor Holdback is violated after SPWA’s initial exploitation of the Rights, then SPWA shall be entitled to receive prompt reimbursement of an amount (determined in reasonable good faith) from Licensor.
Licensor has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer or convey, to any party any right, title or interest in and to the Picture or any part thereof, or in and to the dramatic or literary material upon which it is based, adverse to or in derogation of the Rights granted to SPWA.
If SPWA terminates this Agreement, SPWA shall be released and discharged from all further obligations under this Agreement, SPWA shall have all of its rights and remedies at law and in equity; provided, without limiting the foregoing, within thirty (30) days following such termination, Licensor shall repay to SPWA any portion of the Minimum Guarantee theretofore paid.
SPWA warrants and represents that it is a corporation duly formed and validly existing in good standing under the laws of the State of California and has the full right, power, legal capacity and authority to enter into and carry out the terms of this Agreement.
All deliverables required to be delivered by Licensor pursuant to the Delivery Schedule, including without limitation cast lists, credits, “paid ad” and talent restrictions statements, and copies of documents, are complete and accurate and SPWA will incur no liability to any third party from its reliance thereon and/or compliance therewith.