general terms and conditions
I hear by agree to these terms and conditions
1. Definitions
In this agreement the following definitions shall apply:
| 1.1 | ‘Licensed Products’ shall mean the products listed in Schedule II (as amended from time to time by agreement in writing between the parties), which are approved by the Licensor pursuant to this Agreement. |
| 1.2 | ‘Net Invoice Price’ shall mean the price of any Licensed Products invoiced by the Licensee or any Sub-Licensee after deduction of freight, insurance, packaging costs and any value added or other sales tax charged thereon. |
| 1.3 | ‘Quarter’ shall mean each calendar quarter that this Agreement remains in force falling on the 31st March, 30th June, 30th September and 31st December. |
| 1.4 | ‘Sub-Licensee’ shall mean any individual, company or firm with whom the Licensee enters into an agreement for the manufacture or marketing of Licensed Products following consultation with the Licensor pursuant to this Agreement. |
| 1.5 | ‘The Term’ shall mean the term of five years from the date of this Agreement which period may be extended by agreement in writing between the parties. |
| 1.6 | ‘The Territory’ shall mean the Territory set out in Schedule III. |
| 1.7 | ‘Work’ shall mean the work details of which are set out in Schedule I. |
2. Appointment
The Licensor hereby appoints the Licensee as its sole and exclusive licensee in the Territory for the manufacture marketing distribution and sale of Licensed product derived from or relating to the work for the Term subject to the terms and conditions hereinafter appearing.
3. Intellectual Property Rights
- The Licensor is the proprietor of copyright in the Work. Any adaptation for the purposes of this Agreement of any material comprised in the Work shall be subject to approval in writing by the Licensor
- The Licensee hereby assigns (by way of present assignment of future rights) the copyright and any other intellectual property right subsisting in any material created by or for the Licensee derived from the Work or any aspect thereof. The Licensee shall not do or refrain from doing any act, which may prejudice the subsistence of any relevant intellectual property rights or their ownership by the Licensor.
- The Licensee shall do all such acts and execute such documents as the Licensor shall reasonably require at the Licensor’s expense and request to confirm the assignment of any rights created pursuant hereto or secure the registration of the Trade Marks or the recordal of the Licensee as a registered user of the Trade Marks.
- The Licensee shall ensure that all Licensed Products (and the packaging therefore) carry a copyright notice in a form and applied in a manner approved by the Licensor.
4. Packaging Marketing and Distribution
| 4.1 | The Licensee shall ensure that all Licensed Products their packaging and promotional material relating thereto shall conform with the samples thereof previously supplied to and approved by the Licensor pursuant to Clause 3.1 above |
| 4.2 | The Licensee shall be responsible for advertising, distribution and marketing the Licensing Products in the Territory. |
5. Payment
| 5.1 | The Licensee shall supply to the Licensor within 30 days of the end of each Quarter a statement setting out details of all Licensed Products sold in the Territory during that Quarter and shall pay to the Licensor a royalty equal to 6 per cent of the Net Invoice Price on all such retail sales and a royalty equal to 3 per cent of the Net Invoice Price on all such non-retail sales. |
| 5.2 |
| | 5.3 | No royalties shall be paid in respect of Licensed Product provided for promotional purposes or otherwise delivered free of charge. |
| 5.4 | The Licensee shall keep full and accurate accounts and records of all dealings in the Licensed Products. |
| 5.5 | The Licensor or its authorised representative shall have the right upon reasonable notice to the Licensee to enter upon the premises of the Licensee to examine the accounts and records of the Licensee and where appropriate of any Sub-Licensees insofar as they relate to dealings in Licensed Products. |
| 5.6 | It shall be the exclusive responsibility of the Licensee to recover any money due from sub-licensees and purchasers of the Licensed Products and no account shall be taken by the Licensor of any bad debts incurred by the Licensee. |
| 5.7 | On the expiration or termination of this Agreement the Licensee shall for a period of six months be entitled to sell off any Licensed Products which have at the date of such expiration or termination been manufactured in accordance with this Agreement and all royalties in respect thereof shall be accounted for and paid to the Licensor within 15 days of the expiry of the said six month period. |
6. Liability and Litigation
| 6.1 | The Licensee shall give the Licensor prompt notice of any unauthorised use of the Work or of any products or services unfairly competing with the Licensed Products, which comes to its attention. The Licensor shall in its own discretion determine what action should be taken in relation to each such use subject to the full co-operation of the Licensee. |
| 6.2 | The Licensor will indemnify the Licensee in relation to any action or claim by any third party in which it as alleged that the use of the Work or any part thereof in relation to the Licensed products pursuant to this Agreement infringes the rights of any third party provided that the Licensee gives the Licensor prompt notice of such claim or action and does nothing to prejudice the Licensor’s conduct thereof. |
| 6.3 | The Licensee shall indemnify the Licensor and shall be responsible for defending or settling any claims or proceedings brought by third parties arising from any use of the Work in relation to products not approved by the Licensors or the distribution or sale of Licensed Products in any territory other than the Territory or in relation to the safety of the Licensed products, their conformity with any statute or regulations, their design materials or method of manufacture. The Licensee shall take and maintain a policy of insurance with an insurance office in respect of its liabilities for the Licensed Product and shall make the same available for inspection by the Licensor at the Licensor’s request from time to time. |
7. Termination
| 7.1 | The Licensor shall have the right at any time to give notice in writing to the Licensee to terminate this Agreement and any sub-licenses made thereunder on the occurrence of any of the following events.
(a) If the Licensee commits any material breach of any of the terms of this Agreement which, if capable of being remedied, shall not have been remedied within 30 days of the Licensor serving written notice upon the Licensee to do so.
(b) If the Licensee enters into liquidation whether compulsory or voluntary (other than for the purpose of a reconstruction or amalgamation) has a receiver or manager or administrator appointed over its assets or becomes unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
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| 7.2 | Termination of this Agreement shall not affect the rights or liabilities of the parties acquired or incurred up to the date of termination.
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8. Partnership, Assignment etc.
| 8.1 | The licence hereby granted shall not create a partnership between the parties. |
| 8.2 | This Agreement shall not be capable of assignment or transmission in whole or in part by the Licensee without the prior consent in writing of the Licensor |
9. Governing Law, Arbitration
This Agreement shall be governed by and construed in all respects accordance with English law. If any dispute or difference arises between the parties in connection with this Agreement it shall be referred to arbitration in London before a single arbitrator. If the parties are unable to agree as to the appointment of such arbitrator within 30 days of one party serving notice on the other calling for the appointment of an arbitrator then such an arbitrator shall be appointed on the application of either party to the Chairman for the time being of the Publishers Association. The award of the arbitrator shall be final and binding on the parties and judgement upon the award may be entered in any court having jurisdiction or application may be made to such court for judicial acceptance of the award and order for enforcement as the case may be.
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