Westfield's Film License Agreement

___ Qualified
FILM LICENSE AGREEMENT
As of _____ ____, 200__ and in consideration of the payment of [$_________]
(the “License Fee”) and the covenants and conditions contained in this Film License
Agreement (this “License”), WESTFIELD, LLC, a Delaware limited liability company, in its
capacity as agent for the owner of the Shopping Center (herein called “LICENSOR”), hereby
permits [Name of Licensee], whose address is [_____________________] (hereinafter
called “LICENSEE”), the right to use the premises identified on Exhibit A (the
“Premises”) at the Westfield [Name of Shopping Mall] in [City, State] (the “Shopping
Center”), upon the terms and conditions set forth in this License. The location and the
square footage for the Premises at the Shopping Center is specifically set forth on the site
plan attached hereto as Exhibit A and incorporated herein by reference.
1. Term. LICENSOR hereby grants to LICENSEE the right to use the
Premises on [Date(s)] (the “Term”) in accordance with the schedule and times more
particularly set forth on Exhibit C.
2. Permitted Use. LICENSOR hereby grants to LICENSEE the right to
enter upon the Premises and to use the Premises for the sole purpose of filming certain
scenes for the [motion picture]/[television] production currently entitled
“[________________]” (the “Picture”) as specifically described in the script (or general
concept if a script is not being used) reviewed and approved by ________________
[General Manager]/[Specialty Leasing Manager] (the “Permitted Use”). Any material
changes to the scenes from the approved script (or general concept if a script is not being
used) must be submitted for further approval by the foregoing individual before
commencement of the filming on the Premises. The Permitted Use shall also include the
right by LICENSEE to photograph, reproduce, replicate and use (either accurately or with
such liberties as LICENSEE may reasonably deem appropriate without harming
LICENSOR’s trade name, reputation, mark or any other intellectual property, which
LICENSOR acknowledges is not harmed if the scenes are filmed in accordance with the
script (or general concept if a script is not being used) approved by LICENSOR), the real
and personal property, both exterior and interior of the Premises (including the name,
trademark, signs and identifying features of the Premises, unless specifically excluded on
Exhibit A). Any photographs and recordings (on video, film, audio or otherwise)
produced during the filming within the Premises pursuant to this License (collectively,
the “Licensee Material”) may be used by LICENSEE only in connection with the
exhibition, advertising, promotion and exploitation of the Picture in any media, now
known or unknown and/or in any manner at any time in any part of the world in
perpetuity, and for no other purpose.
1

3. Company Marks. In connection with LICENSEE’s right to use the
Premises and to the extent necessary, LICENSOR hereby grants LICENSEE a limited
and non-transferable right to use LICENSOR’s name and logo and other intellectual
property owned by LICENSOR in connection with the Licensee Material (collectively
called the “Company Marks”). The use of Company Marks shall be limited to the
Licensee Material. The Company Marks shall be used only in their entirety and in the
exact form, design, style and type prescribed by LICENSOR. The Company Marks are
and shall remain the exclusive property of LICENSOR. LICENSEE shall not obtain or
attempt to obtain any right, title, or interest in or to the Company Marks. All publications
or written materials used by LICENSEE in connection with the promotion or advertising
or the Picture that display the Company Marks need to comply with LICENSOR’s
trademark usage guidelines and shall be previously approved by LICENSOR.
4. Rights in Licensee Material. All rights of every kind in and to the
Licensee Material shall be and remain vested in LICENSEE and its successors, assigns
and licensees, and neither LICENSOR nor any Third Party (as defined below), or any
other party now or hereafter having an interest in the Premises, shall have any ownership
right in the Licensee Material. In no event shall LICENSOR have the right to enjoin the
development, production, distribution or exploitation of the Picture following completion
of the filming on the Premises, and LICENSOR’s sole remedy for LICENSEE’s breach
of this License shall be limited to the recovery of monetary damages.
5. Payment of License Fee. As consideration for the right to use and film
within the Premises, LICENSEE shall pay the License Fee to LICENSOR upon
execution of this License, and in any event no later than the commencement of the Term.
The License Fee represents payment for the hours of use of the Premises during the Term
as described on Exhibit C. If LICENSEE needs to use the Premises beyond those hours
set forth on Exhibit C, then LICENSEE shall obtain prior approval from LICENSOR and
shall pay LICENSOR additional fees equal to [$_______] for each additional hour or
fraction thereof.
6. Security. LICENSOR shall have no responsibility to provide security,
supervision or protection against any loss that may be sustained by LICENSEE. Any
LICENSEE requiring security must do so at LICENSEE's expense and utilize a security
company approved by LICENSOR's representative.
7. Delays. LICENSEE shall have the right to use the Premises in accordance
with this License at a later date to be mutually agreed upon by the parties hereto (A) if
LICENSEE is unable to use the Premises or complete the filming on the Premises during
the Term (i) due to an act of God, war, act of public enemy, labor strike/disputes of
LICENSOR personnel, blackout, weather conditions or any other similar occurrence
beyond LICENSEE’s reasonable control, or (ii) due to an illness or absence (for any
reason) of principal actors, director or other essential artists and crew, or (B) in the event
of damaged or imperfect film or equipment or other need for retakes. In such an event,
LICENSEE shall pay an additional License Fee (pro-rated based on the number of
additional days that LICENSEE will need to use the Premises), provided that no
2

additional License Fee shall be due if additional use of the Premises was required due to
any event identified in clause (A)(i).
8. “As-Is”. LICENSEE acknowledges that it has inspected the Premises,
observed no dangerous conditions, accepts the Premises “as is”, and assumes all risk of
injury or damage to LICENSEE’s person or property, in connection with LICENSEE’s
use of the Premises regardless of the condition thereof. Any personal property of
LICENSEE or its personnel or other persons authorized by LICENSEE to be on the
Premises, that are brought onto the Premises and left, either prior to, during or following
the filming, shall be at the sole risk of LICENSEE and LICENSOR shall not be liable for
any loss of or damage to any such property for any reason.
9. Destruction; Surrender. LICENSEE shall not cut, remove, damage or
destroy any trees, landscaping or fixtures on the Premises or the surrounding property, or
commit waste or damage personal property on the Premises or the surrounding property.
Upon the expiration or earlier termination of the Term, LICENSEE shall remove all
structures, cables, materials and equipment placed on the Premises by or on behalf of
LICENSEE, clear and remove all trash, and repair and restore the Premises as necessary
to leave the Premises in as good a condition as when received by LICENSEE, with
reasonable wear and tear excepted, and excepting any changes to the Premises authorized
by LICENSOR in writing, all at LICENSEE’s sole cost and expense. All equipment setup
and take down, and any necessary repair or restoration, must be completed prior to the
end of the Term.
10. Rules and Regulations. LICENSEE shall comply with all guidelines,
mall policies, rules and regulations provided by LICENSOR in connection with the use of
the Premises, including the guidelines attached hereto as Exhibit D. LICENSEE shall be
fully responsible for the conduct of its personnel and all other persons authorized by
LICENSEE to be on the Premises during the Term (other than LICENSOR’s personnel),
including, without limitation, all employees, actors, director, producers and crew, as well
as for any damage done to any part of the Premises by any of the foregoing persons.
LICENSOR reserves the right to exclude or eject any and all objectionable persons from
the Premises without liability.
11. Parking. LICENSEE shall park all associated personnel’s vehicles in the
area designated by LICENSOR’s management office in accordance with Exhibit B.
12. Personnel. LICENSEE’s personnel shall remain within the Premises or in
areas open to the general public during filming within or upon the Shopping Center.
13. Electricity; Lighting. LICENSEE agrees that all filming power needs
will be met with generators provided by LICENSEE with the exception of lighting, which
may run on 110 volts AC and utilize existing power outlets. All cables must be covered
so as to prevent tripping hazards, and the placement and running of same must be under
the direct supervision of LICENSOR’s engineer. LICENSOR shall reasonably cooperate
with LICENSEE, at no cost to LICENSOR, to assist with any lighting issues. Genie lifts
will not be provided by LICENSOR.
3

14. Designated Representative; Engineering. LICENSEE shall designate a
crew member to be in communication with LICENSOR’s management office during
filming, and shall also provide a radio for LICENSOR’s use during filming. LICENSEE
has designated _________________ to be such liaison with LICENSOR’s management
office. Based on the size of LICENSEE’s shoot, LICENSOR also requires that one of
LICENSOR’s staff engineers shall be dedicated to facilitating LICENSEE’s Permitted
Use of the property as it relates to the operations at the Shopping Center and to all other
engineering matters and an additional fee equal to $________ (in addition to the License
Fee) shall be due and payable by LICENSEE upon execution of this License, and in any
event no later than the commencement of the Term.
15. Compliance with Laws; Consents. Whether or not LICENSOR’s
consent to any activity is given, LICENSEE shall comply with all governmental laws,
ordinances, orders and regulations with respect to all activities on the Premises, including
procurement of necessary permits and licenses. LICENSEE shall obtain all necessary
approvals and consents from each individual retail store, vendor or third party whose
name, trademarks, logos or other identifiable features may be filmed or whose stores
LICENSEE requires to remain closed during the filming (each, a “Third Party”),
necessary for any scenes filmed, photographed and/or recorded at the Premises or for the
use of the Premises by LICENSEE. LICENSEE shall submit to LICENSOR prior to
commencement of the Term copies of such consents, permits and licenses required to be
obtained by LICENSEE.
16. Indemnification. LICENSEE shall indemnify (and defend by counsel
acceptable to LICENSOR) LICENSOR and the Third Parties and their respective
employees, agents, affiliates, directors, officers and subsidiaries and hold each of them
harmless from and against any and all claims, liabilities, loss, cost and expense (including
reasonable outside attorneys’ fees) for injury or death of persons or damage to property
(including LICENSOR’s) directly or indirectly caused by or happening in connection
with the preparation of the Premises for LICENSEE’s use, the use or occupancy of, or
access to, the Premises by LICENSEE or those on the Premises with LICENSEE’S
express or implied consent, or resulting in any manner from the Licensee Material or
from any act or omission of LICENSEE under this License.
17. Security Deposit. LICENSEE shall provide to LICENSOR a Security
Deposit in the amount of $[____________] prior to entering the Premises. It is
agreed that upon completion of the use of the Premises the Location Manager,
[__________], will inspect the Premises and the surrounding property with LICENSOR’s
General Manager, [__________]and Specialty Leasing Manager or sales coordinator,
[_____________], and assess any and all damages to LICENSOR’s property or
businesses. If the Premises and the surrounding property are found to be in the condition
in which they were provided to LICENSEE, the Security Deposit will be returned in full
to LICENSEE. If, on the other hand, there are damages to the Premises or the
surrounding property, the cost of repairing such damages will be deducted from the
Security Deposit and the remainder will be returned to LICENSEE, and to the extent the
cost of repair exceeds the amount of the Security Deposit, LICENSEE shall promptly pay
LICENSOR for the shortfall.
4

18. Insurance. LICENSEE, at all times during the Term hereof, shall
maintain at its own cost and expense, (a) General Liability Insurance with one million
dollars ($1,000,000) per occurrence, Two Million dollars ($2,000,000) in the aggregate,
(b) Property Damage Liability insurance with a limit of not less than Five Hundred
Thousand dollars ($500,000) per accident or occurrence, and (c) Statutory Worker’s
Compensation insurance to comply with applicable laws of the state in which the
Property is located. [INSERT NAME OF OWNER ENTITY], LICENSOR, Westfield
America Limited Partnership and any and all of their respective parents, partners,
subsidiaries and affiliates, employees, agents, officers and representatives, together with
any mortgagee from time to time of LICENSOR’s interest, are named as additional
insured, as their interests may appear, shall be named as additional insureds under each
such policy of insurance, which policy shall provide primary coverage with respect to
LICENSOR. Each policy shall contain an endorsement or provision requiring not less
than thirty (30) days’ written notice to LICENSOR prior to the cancellation, diminution
in the perils insured against, or reduction of the amount of coverage of the particular
policy in question. A certificate, expressly evidencing insurance coverage as required by
this License, issued by a reputable and licensed insurance carrier approved by
LICENSOR for each policy of insurance required to be maintained by LICENSEE
hereunder shall be delivered to LICENSOR’s management office before LICENSEE
enters upon the Premises.
19. Assignment. LICENSEE shall not transfer, assign, sublet or hypothecate
any right or obligation under this License (other than LICENSEE’s rights in the Licensee
Material) without first procuring the written consent of LICENSOR. Any attempted
transfer, assignment, subletting or hypothecation without such written consent shall be
null and void and confer no rights upon any third person.
20. Events of Default; Termination. The occurrence of any of the following
shall constitute a default and material breach of this License by LICENSEE:
a. Any failure by LICENSEE to pay the License Fee, and additional
fees or other charge required to be paid under this License when due; or
b. Any failure by LICENSEE to observe or perform any other
provision, covenant or condition of this License to be observed or performed by
LICENSEE where such failure continues for twenty-four (24) hours after written notice
from LICENSOR; provided that if the nature of such default is such that the same cannot
reasonably be cured within twenty-four (24) hours, LICENSEE shall not be deemed to be
in default if it shall commence such cure within such period and thereafter rectify and
cure such default with due diligence in no event to exceed three (3) days after written
notice thereof from LICENSOR specifying the particulars of the default; or
c. Abandonment or vacation of the Premises by LICENSEE; or
d. In the event that proceedings in bankruptcy or insolvency are
instituted by or against LICENSEE, or a receiver is appointed, or if any substantial part
of the assets of LICENSEE is the object of attachment, sequestration or other type of
5

comparable proceeding, and such proceeding is not vacated or terminated within thirty
(30) days after its commencement or institution.
In the event of a default by LICENSEE, LICENSOR in addition to any
other remedies available to it at law or equity, including injunction, at its option, without
further notice or demand of any kind to LICENSEE or any other person may elect to
terminate this License and all of the rights of LICENSEE in or to the Premises. If the
License is terminated hereunder due to a breach by LICENSEE, no payment received by
LICENSOR shall be returned to LICENSEE. This License is terminable at the will of the
LICENSOR at its sole discretion upon seven (7) days written notice sent to the
LICENSEE. If the License is terminated at the option of LICENSOR without any default
of LICENSEE, LICENSOR shall refund to LICENSEE the pro-rata amount of the
License Fee for the remaining portion of the Term.
21. Attorneys’ Fees. Should either party institute any action or proceeding in
court to enforce any provision hereof, or for damages by reason of any breach of any
provision of this License, the prevailing party shall be entitled to receive from the other
such amount as the court may adjudge to be reasonable outside attorneys’ fees.
22. No Recordation; No Possessory Interest. This License shall not be
recorded and shall become null and void and of no force or effect whatsoever if recorded
by LICENSEE. LICENSEE is afforded no possessory interest in the Premises by the
terms hereof or by an expenditure made in reliance hereon.
23. Notices. Any notice or communication required under this License will be
effective when received and sufficient if given in writing and delivered by certified mail,
registered mail or by an overnight delivery service of general commercial use (such as
United States Postal Service, United Parcel Service, Federal Express, or Airborne)
addressed as follows:
To LICENSOR:
_______________________
_______________________
_______________________
_______________________
_______________________
Facsimile: (___) ____-_____
AND
Westfield, LLC
11601 Wilshire Blvd., 11th Floor
Los Angeles, California 90025-1748
Attention: Legal Department
Facsimile: (310) 478-8776
To LICENSEE:
_______________________
_______________________
6

_______________________
_______________________
_______________________
Facsimile: (___) ____-_____
or to such other person or address as any such party may designate by notice duly given
to the other party as provided herein. Such notice or communication shall be deemed to
have been given upon the date of receipt.
24. Governing Law. This License shall be construed in accordance with the
laws of the State where the Shopping Center is located.
25. Counterparts. This License may be executed in counterparts, which
when taken together shall constitute one original agreement.
26. Due Execution. LICENSEE, and the person who executed this
instrument on behalf of LICENSEE, warrants to LICENSOR that this instrument is duly
executed by LICENSEE and constitutes a valid, binding obligation of LICENSEE.
27. Confidentiality. Except as reasonably necessary in the normal course of
dealing with a party’s employees, officers, directors, investors and prospective investors,
attorneys, accountants, banks, lenders, advisors, and other representatives (all of whom
will be required to honor the confidentiality of such information) or to the extent required
by law, including, without limitation, reporting and disclosure requirements under
applicable securities laws, (i) any and all information contained in this License or
provided to or by LICENSOR and/or LICENSEE by reason of the covenants and
conditions of this License, economic or otherwise, shall remain confidential between
LICENSOR and LICENSEE and shall not be divulged to third parties without the prior
consent of the other party hereto, and (ii) LICENSEE shall not disclose any material
information regarding the Premises or the Shopping Center to third parties without
LICENSOR’s prior consent. The provisions of this Section shall survive the expiration
or earlier termination of this License.
[signatures on the following page]
7

IN WITNESS WHEREOF, the parties hereto have executed this License as of the
date first above written.
LICENSOR
WESTFIELD, LLC,
a Delaware limited liability company,
in its capacity as agent for the owner of the
Shopping Center
By: ________________________
Name: _____________________
Title: _______________________
LICENSEE
[NAME OF LICENSEE]
By: ________________________
Name: _____________________
Title: _______________________
8

EXHIBIT “A”
For Illustrative Purposes ONLY
Insert applicable exhibit here
Property Map
Base Camp
Club
Monaco
Saks
Catering
Area

PARKING
EXHIBIT “B”
• Parking will be provided for the following vehicles. These vehicles must be parked at Base
Camp (as indicated on the map above) unless they are being used a specific shot – in which case
they must be returned to base camp upon completion of the specific shot. All vehicles in
locations other then base camp being used for specific shots, must be approved by management
at Westfield Shoppingtown [ ]. It is hereby acknowledged that parking near the
catering space shall be provided for the Food Service vehicles below.
FOOD SERVICE
CAMPERS
PASSENGER VEHICLES
LICENSOR is not responsible for vehicles while on our property.
ART DEPARTMENT
CATERING/HOLDING/GARBAGE

Schedule Details
EXHIBIT “C”
DETAILS ON FILMING DATES AND TIMES
Prep
• Prep crew may arrive after [
] to set up exterior shot.
Wrap
• In the event that some clean up needs to take place on [
complete by [ ].
]– Clean up must be
Total Number of Hours on the Premises:
CREW
• Crew is a total of [ ]persons plus [ ]extras.
• Designated Crew member
STAFF REQUIREMENTS
Security Personnel
Engineer

EXHIBIT “D”
WESTFIELD FILMING GUIDELINES/INFORMATION
As a landlord we are responsible to abide by certain guidelines as directed through the leases of
our retailers as well as city, state and fire code regulations. Each filming request is evaluated on
an individual basis, and as an experienced and film friendly company we assist you in working
within those guidelines or in seeking approvals from our retailers. Based on those requirements,
listed below you find will general guidelines and information as it applies to filming (To the
extent any of these general guidelines conflict with the terms and provisions of the Film License
Agreement you will be required to execute, the Film License Agreement will govern):
• Hours of filming - Filming is generally permitted during all mall hours. Foodcourt
filming, if permitted, should not be scheduled from [12:00 p.m. to 3:00 p.m.] and
from [5:00 p.m. to 8:00 p.m.].
• Story Lines – Due to the fact we are a family oriented company, we are sensitive to
story lines which might present a negative impression of a shopping experience, e.g.,
kidnappings, drug-related activities, weapons, murders, etc. You should refrain from
filming any scenes that contain such objectionable content on our premises.
• Tech Walks - Once a Westfield Shoppingtown is chosen, a tech walk will be
completed with your staff and the Specialty Leasing Manager assigned to that
particular Shoppingtown. The Film License Agreement will include a lease plan
showing the specific areas to be used for filming, base camps, equipment trucks,
generators and parking based on the tech walk. Additional requests after the
execution of the Film License Agreement could increase the cost of the license to
you.
• Extra’s – Extra’s cannot use employee restrooms and must remain in designated
holding areas when not working on the scene being filmed.
• Communication Radios - A crew member must be designated in the Film License
Agreement to be in communication with the Shoppingtown’s management office.
We request you provide a radio for our use during filming.
• Security - As outlined in the Film License Agreement, based on the size of your
filming needs we require hiring one or more Westfield’s contracted Security
personnel to oversee your production. This person/s will not be responsible for the
security of your equipment or staff. Their function is to supervise the enforcement of
the terms of the Film License Agreement.
• Approvals – We require from you a signed approval form from each individual
retailer/vendor impacted by the activities of your shoot. A sample form will be
attached as an exhibit to the Film License Agreement for your reference or use if
needed. We are frequently asked how long it will take for approval from Westfield.
The decision is made at the center level with approval from the VP of Specialty
Leasing West and may be made in one day if your requests fall within these general
guidelines; provided, however, additional time may be necessary to make a decision
depending on the nature of the request.
• Signage – Signage cannot be removed or covered unless permission is obtained from
the affected retailer(s)/vendor(s) and the designated Westfield Shoppingtown

management office. Signage should be placed at entrances to advise our customers
that filming is in progress, and such signage shall be promptly removed upon
completion of filming.
• Elevators/Escalators – Although our elevators and escalators have been used for
filming, traffic flow cannot be stopped for the entirety of your shoot. Traffic is
stopped only for a short two or three minute time period to allow you to film your
scene. Traffic is then allowed to flow while you setup for the next take. The Security
personnel we require you to hire will monitor this phase of your shoot.
• Cabling/Equipment – For the safety of our customers, all cabling must be covered
and equipment kept in designated areas.
13