Preamble

Videos are produced as part of, or in connection with, Merton’s original content development titled Profiles of Business Excellence (the “Series Concept”). Videos are created primarily as a standalone promotional profile for Client and no representation or warranty is made that the Video would be broadcast, distributed, or exhibited as part of the Series Concept or any television program. All decisions regarding the development, production, distribution, exhibition, or abandonment of the Series Concept remain solely within Merton’s discretion.

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1. Ownership

Videos are produced as a business profile which may later be curated into a television-format. Accordingly, Merton is and shall remain the sole owner of all copyrights and intellectual property rights in and to the video production created for Client (the “Video”), including all footage, edits, graphics, music, and underlying elements.
 

No ownership rights are transferred to Client under this Agreement.
 

2. Grant of License (Annual Term)

2.1 Upon receipt of payment of the annual renewal fee, Merton grants Client a non-exclusive, non-transferable, non-sublicensable license to continue using the Video for a period of one (1) year from the date payment is received (the “Renewal Term”).
 

3. Permitted Uses

During the license term, Client may use the Video for:

• Client’s website(s)

• Online marketing and advertising

• Social media platforms

• Trade shows and presentations

• In-office display

• Other reasonable promotional uses related to Client’s business
   

4. Restrictions

Client may not:

• Sell, license, sub-license, or transfer the Video to any third party

• Use the Video as stock footage or include it in any media library

• Edit, modify, rebrand, or alter the Video without Merton’s written consent

• Represent itself as the creator or copyright holder of the Video
   

5. Term

The license granted herein shall remain in effect for ten (10) years from the date of Video completion, after which all rights granted to Client shall automatically renew at the discretion of Merton.
 

6. Fees

The license granted under this Agreement is included as part of any fees paid by Client.
 

7. Agreement Scope

This Agreement covers license renewal only. Any updates, editing, rebranding, or new versions of the Video require a separate written agreement and fee.
 

8. Warranty and Disclaimer

The Video is provided “as is.” Merton makes no warranties regarding Client’s ongoing use of the Video or its suitability for future branding, messaging, or regulatory requirements.
 

9. Limitation of Liability

Merton’s total liability arising out of or relating to this Agreement shall not exceed the amount paid by Client for the production of the Video.
 

10. Governing Law

This Agreement shall be governed by the laws of the Province of Ontario, Canada.
 

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the licensing of the Video and supersedes any prior oral or written agreements relating thereto.