| Subject: Master acquisition agreement (p1) |
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Anonymous
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Date Posted: 03:47:19 06/03/03 Tue
8
Master acquisition agreement1
(IMPORTANT NOTE: Particular consideration should be given to the matters referred to in Paragraphs 10 [15] et seq ante, and the provisions of this Form should be adjusted carefully in the light of those matters and relevant commercial factors.)
THIS AGREEMENT is made the [………] day of […………].
BETWEEN:
(1) (name of company) whose registered office is at (address) (registered in England no [………]) (the ‘Licensor’) and
(2) (name of company) whose registered office is at (address) (registered in England no [………]) (the ‘Company’)
[704]
IT IS AGREED as follows:
1 Delivery
In consideration of the undertakings of the Company in this Agreement the Licensor undertakes and agrees with the Company to deliver to the Company at its address above or such other address as it may specify:
1.1 within [……] days from the date of this Agreement [the Delivery Material or items [……] of Schedule 2];
1.2 by no later than (date) items [……] of Schedule 2;
1.3 by no later than (date) items [……] of Schedule 2;
1.4 inducement letters from the Artist confirming that the Recording Contract has been validly and duly executed and that the Artist will perform all the Artist’s obligations towards the Licensor in order to enable it to meet its obligations to the Company under this Agreement in the form contained as Exhibit 1 or such other form as shall be satisfactory to the Company2.
[705]
2 Grant of rights
2.1 The Licensor irrevocably grants to the Company the sole and exclusive right to exploit the Master Tapes and the Delivery Material and authorise others to do so by any and all means in any and all media including expressly by means of exercising the Rental Rights and the Performers’ Property Rights and including without limitation the right to manufacture and distribute Records or cause them to be broadcast or diffused or performed or heard in public throughout the Territory during the Term.
2.2 The Licensor warrants to the Company that all rights and/or consents required pursuant to the Copyright, Designs and Patents Act 1988 Part II or otherwise for the exploitation by the Company and its assignees and licensees of the Master Tapes and the rights granted to the company in relation to the Master Tapes in any and all media by any manner or means now known or invented in the future throughout the Territory during the Term have been irrevocably granted to the Licensor.
2.3 The Company its successors assignees and licensees shall have the right to use the name trade name trade mark and/or logo of the Licensor and all other persons whose names trade names trade marks and/or logo appear on the Delivery Material and the right to use the performances names biographies and likenesses voices photographs and recordings of the Artist [Conductor] [Composer] [Chorus] [Orchestra] [and all persons who have rendered services in connection with the Master Tapes] throughout the Territory for the Term for the purpose of exploiting the Company’s rights under this Agreement.
2.4 The Licensor warrants and confirms the irrevocable and unconditional waiver by the [Artist] [Conductor] [Composer] [Chorus] [Orchestra] and all other persons who have rendered services or are entitled to any moral rights in connection with the Master Tapes of all moral rights to which such persons may be entitled relating to the Master Tapes or their contents pursuant to the Copyright, Designs and Patents Act 1988 Sections 77, 80, 84 and 85 and any other legislation now existing or in future enacted in any part of the world3.
2.5 The Company and its successors assignees and licensees shall have the non-exclusive right to use the Publicity Material throughout the Territory during the Term.
[706]
2.6 The Company shall be entitled to use and exploit any and all audio-visual promotional films and videos made by the Company from any of the material specified as items [……] in Schedule 2 in any manner the Company may see fit in any and all media by any and all means throughout the world for the full period of copyright and the costs incurred by the Company on such promotional films videos and other material shall be deemed to form part of the Recording Costs and the Licensor confirms that the entire copyright and all other rights in all such promotional films videos and other material shall vest in the Company absolutely.
2.7 The Licensor confirms and agrees that the Company shall have the sole and exclusive right to initiate and maintain any and all actions or proceedings which the Company in its sole discretion deems necessary in order to establish maintain or preserve any of the Company’s rights together with the right to defend any action in the sole name of the Company without prejudice to the right of the Company to join the Licensor as a plaintiff or defendant in any such action and the Licensor confirms that it shall have no right title or interest in respect of any money recovered by the Company in respect of such actions or proceedings.
2.8 The Licensor undertakes to do any and all acts and execute any and all documents in such manner and at such location as may be required by the Company in its sole discretion to protect perfect or enforce any of the rights granted or confirmed to the Company pursuant to this Agreement. As security for the performance by the Licensor of the Licensor’s obligations under this Agreement if the Licensor shall have failed following 14 days’ notice from the Company to execute any document or perform any act required pursuant to this Agreement the Company shall have the right to do so in the place and stead of the Licensor as the lawfully appointed attorney of the Licensor and the Licensor undertakes and warrants to confirm and ratify and be bound by any and all of the actions of the Company pursuant to this Clause and such authority and appointment shall take effect as an irrevocable appointment pursuant to the Powers of Attorney Act 1971 Section 4.
[707]
3 Licensor’s warranties and obligations
As a material inducement to the Company to enter into this Agreement the Licensor warrants undertakes and agrees with the Company that:
3.1 the Licensor is free to enter into this Agreement and is the sole absolute unincumbered legal and beneficial owner4 of all rights granted to the Company (it being understood and agreed that the copyright works in which the Rental Rights subsist are licensed to the Licensor on a non-exclusive basis) and has the authority to grant to the Company all of the rights and consents granted in this Agreement and is not under any disability restriction or prohibition which might prevent the Licensor from performing or observing any of the Licensor’s obligations under this Agreement5;
3.2 the Licensor has not entered into and shall not enter into any arrangement which might conflict with this Agreement;
3.3 the Master Tapes the Delivery Material and the Publicity Material shall be original to the Licensor [and the Artist] and shall not be obscene or blasphemous or defamatory of any person;
3.4 the Licensor controls and shall control throughout the Term and the Territory on a sole exclusive absolute and unincumbered basis all rights (other than those copyright works in which the Rental Rights subsist which are irrevocably licensed to the Licensor on a non-exclusive basis) necessary to grant to the Company the rights granted by this Agreement and the Licensor has no actual or constructive notice of any defect in or restriction applying to such rights;
3.5 the Licensor is the ‘author’ of the sound recordings contained in the Master Tapes within the meaning of the Copyright Designs and Patents Act 1988 Section 9 and was at all material times during the making of the Master Tapes a ‘qualifying person’ within the meaning of Section 154 of that Act;
3.6 nothing contained in the Master Tapes the Records the Delivery Material or the Publicity Material will infringe the copyright or right of privacy or right of publicity or performers’ right or performers’ property right or any other right of any other nature of any person;
[708]
3.7 the Master Tapes the Delivery Material and the Publicity Material are and will on delivery be in first class condition and of first class technical quality suitable for the production of Records in all configurations;
3.8 the Company shall not incur any liability to any person whatever in respect of the Master Tapes the Records or the Delivery Material or the Publicity Material or the use or display by the Company of the name logo or trade mark of the Licensor or any other person connected with the Master Tapes the Records the Delivery Material or the Publicity Material or the biography or likeness of any or all of the persons whose performances are incorporated in the Master Tapes the Records the Delivery Material or the Publicity Material;
3.9 the Records and the Delivery Material comply with all contractual credit and other obligations whatever owed by the Licensor and its licensors or any other person to third parties and do not infringe any moral right of any person6;
3.10 the Licensor shall deliver the Delivery Material the Publicity Material and the Master Tapes to the Company free and clear of all Third Party Liabilities and all recording synchronisation mechanical and/or distribution royalties and any other payments of whatever nature payable in connection with the Master Tapes and/or the Records all such payments which may require to be met being solely for the account of the Licensor provided however that the mechanical fees at the Relevant Rate in respect of Compositions incorporated in the Records shall be the responsibility of the Company7;
3.11 the Company shall not incur any liability whatever in connection with the exploitation of the rights granted in this Agreement except as expressly provided in Clauses 3.10 and 4 and 5;
[709]
3.12 the Company shall at all times have absolute discretion as to whether to produce or continue or discontinue the production of records and as to the issue distribution and exploitation of Records and the terms and conditions of such distribution the terms of promotion and advertising and all other matters relating to the same8;
3.13 all consents which are necessary for the sale distribution and exploitation of the Records the Delivery Material and the Publicity Material have been obtained by the Licensor pursuant to the Recording Contract and in the event of termination or repudiation for whatever reason by whatever party to the Recording Contract such termination or repudiation shall be without prejudice to any of the rights of the Company pursuant to this Agreement which shall continue to subsist and the liability of the Company to the Artist shall be no greater than the liability of the Company to the Licensor pursuant to this Agreement to the extent that such liability has not been performed or discharged by the Company9;
3.14 the Licensor shall not without the consent in writing of the Company reveal or make public any financial or other confidential information in connection with the Delivery Material the Publicity Material the Records the Artist the terms of this Agreement or the business of the Company or issue any other publicity relating to any of the foregoing;
3.15 no other person firm or company shall have the right to manufacture import or distribute in the Territory any Records in any configuration derived from the Master Tapes in whole or in part at any time during the Term10;
3.16 the Company shall at all times have absolute discretion as to the label or labels on which Records shall be released and to fix or alter the price of such Records in any country in the Territory and be entitled to issue the Records at special low prices or as special budget price lines11;
3.17 the Licensor undertakes to indemnify the Company and keep the Company at all times fully indemnified from and against all actions proceedings claims demands costs (including without prejudice to the generality of this provision the legal costs of the Company on a solicitor and own client basis) awards and damages however arising directly or indirectly as a result of any breach or non-performance by the Licensor of any of the Licensor’s undertakings warranties or obligations under this Agreement.
[710]
4 Advance12
Subject to the full and complete performance and observance by the Licensor of the undertakings and obligations of the Licensor in this Agreement the Company undertakes to pay to the Licensor the Advance:
4.1 as to [……]% on signature of this Agreement; and
4.2 as to [……]% on Delivery.
5 Royalties13
5.1 Subject to the full and timely performance and observance by the Licensor of all the Licensor’s obligations warranties and undertakings in this Agreement the Company undertakes to pay or procure the payment to the Licensor by way of Royalties:
(a) [……]% of the Royalty Base Price on Net Sales of Albums in the United Kingdom;
(b) [……]% of the Royalty Base Price on Net Sales of Singles in the United Kingdom;
(c) [……]% of the Royalty Base Price on Net Sales of Albums outside the United Kingdom;
(d) [……]% of the Royalty Base Price on Net Sales of Singles outside the United Kingdom.
5.2 In respect of sound alone Records sold in the form of pre-recorded tape or compact disc form the Royalty Rate shall be 50% of the rate payable for sound alone Records sold in vinyl disc form14.
5.3 In respect of Records sold to any club operation15 or similar operation the Royalty Rate shall be 50% of the rate otherwise applicable under this Agreement and no Royalties shall be payable to the Licensor in respect of any Records received by members of any club operation as part of any introductory offer or as free or bonus Records or on terms pursuant to which the record club or similar operation does not receive payment.
5.4 In respect of sound alone Records distributed or licensed to third parties in connection with any promotional or advertising operation or for so-called ‘premium’16 use the Licensor shall be entitled to Royalties of [……]% of all net sums actually received by the Company from third parties in respect of such exploitation in lieu of any other payment.
[711]
5.5 In respect of sound alone Records sold to libraries or educational institutions or to the armed forces the Royalty Rate shall be 50% of the rate otherwise applicable17.
5.6 In respect of sound alone Records which are promoted by television advertising or which are sold at less than the Company’s top line label price the Royalty Rate shall be 50% of the rate otherwise applicable18.
5.7 In respect of double sided 7 inch 45 rpm disc single play Records or so-called extended play Records or Records of equivalent playing time or 12 inch Records the Royalty shall be two-thirds of the Royalty Rate otherwise applicable19.
5.8 The Royalty payable in respect of sales of Records to dealers traders wholesalers trading groups or multiple stores or chains at a discount shall be reduced in the same proportion as the discount bears to the usual price to such customers. Without limitation to any of the Company’s rights under this Agreement the Company shall have the right to licence Records and Master Tapes to other parties on a flat fee basis as opposed to a royalty basis and the Company shall pay to the Licensor Royalties of 50% of all net sums received by the Company pursuant to any such flat fee20.
5.9 In respect of Records sold to any club operation the Royalty Base Price shall at the election of the Company be the amount received by the Company or such club operation21.
5.10 In respect of Records incorporating material that is not derived from the Master Tapes the Royalty Base Price and the Royalty Rate payable to the Licensor shall be that proportion of the Royalty Base Price and the Royalty Rate otherwise applicable as shall be computed by a fraction the numerator of which is the total of all material derived from the Master Tapes and the denominator the total of all material contained on such Records22.
[712]
5.11 In respect of Records which embody the performances licensed by the Licensor together with the performances of other artists to whom the Company is obliged to pay royalties the Royalty shall be computed by multiplying the Royalty Rate otherwise applicable by a fraction the numerator of which shall be unity and the denominator of which shall be the total number of recording artists whose performances are embodied on such Records23.
5.12 No Royalty shall be payable in respect of Records which are distributed to radio stations or television stations or ships or airlines or distributed to promote or stimulate the sale of Records or are distributed free as samples or as ‘cut-outs’ discontinued goods or deletions24.
5.13 Where the Company’s licensees lessees sublicensees or sublessees apply further or greater reductions deductions decreases or negations of any kind to the royalties or other sums payable to the Company then these shall be applied for the purposes of calculating the Royalties owed to the Licensor under this Agreement and under no circumstances shall the Licensor be entitled to receive more than 50% of the net sums received by the Company from any such licensee lessee sublicensee or sublessee by way of royalty in respect of any country or territory25.
5.14 Royalties shall not be payable until the Company has itself received payment in sterling in the United Kingdom and foreign currency shall be converted at the same rate of exchange as the Company was paid in26.
5.15 In calculating the number of Records sold under this Agreement the Company shall have the right to deduct returns credits and exchanges of any kind arising in the course of business and shall have the right to make reserves for the same from the Royalties which reserves shall be determined by the Company in its entire discretion27.
5.16 The Company shall have the right to recoup from all Royalties payable to the Licensor all Advances paid by the Company and all Recording Costs28.
[713]
6 Royalty accounting
6.1 The Company shall render to the Licensor within 90 days after 30 June and 31 December in each year any positive statement of account relating to the preceding 6 month period indicating all Royalties due to the Licensor in accordance with the provisions of this Agreement and accompanied by the payment of the amount indicated by such statements to be owing29.
6.2 The first of the accounting statements shall be rendered at the end of the first full period immediately following the first release of Records and shall be deemed to be binding on the parties to this Agreement unless the Licensor shall within [90] days from receipt of any statement request that it be certified by the auditors of the Company. Such certification shall be at the cost and expense of the Licensor and shall be final and binding on the parties to this Agreement30.
6.3 If the Company shall not have paid any Royalties to the Licensor or shall have incorrectly calculated the amount due the Licensor shall give notice in writing to the Company of this omission or error and the Company shall have a further [30] days following the receipt of such notice during which period the Company shall not be deemed to be in default of its obligations under this Agreement if the Company shall make payment of the Royalties due or make good any incorrect payment without interest31.
6.4 The Licensor expressly authorises the Company to deduct and withhold from all sums due to the Licensor under this Agreement any sums which may be deductible in accordance with local laws or regulations from time to time32.
6.5 All sums payable by the Company to the Licensor under this Agreement shall as the Licensor irrevocably directs be payable to (name) of (address) whose receipt for such sums shall be full and sufficient discharge to the Company of its liability to pay the same.
[714]
7 Compositions33
7.1 The Licensor undertakes and agrees with the Company that the Company shall have the right to synchronise the Compositions or use the Compositions in or in timed relation to the whole or any part of the Records and any promotional or other audio-visual recording and shall have the right to exploit the Compositions and authorise others so to do by these means throughout the Territory during the Term subject only to the payment to the Licensor of the Relevant Rate34.
7.2 The Licensor undertakes forthwith on the execution of this Agreement to enter into a separate publishing agreement with the Company’s nominee in the form annexed as Exhibit 2 in respect of each Composition and the Licensor confirms that the Company shall not be required to pay any remuneration to any person owning or controlling rights of copyright or other rights in respect of the manufacture and distribution of Records incorporating the Compositions throughout the Territory other than Royalties at the Relevant Rate35.
7.3 The Licensor warrants that the Licensor shall procure that the [Artist] [Conductor] [Chorus] [Composer] [Orchestra] shall not at any time before the expiry of the sooner of [10 years from the date of this Agreement or 5 years from initial release of the Record] permit any person to make any audio or audio-visual recordings of any performances by the [Artist] [Conductor] [Chorus] [Composer] [Orchestra] of the [Compositions or musical works contained in the Master Tapes]36.
7.4 The Licensor warrants to the Company that there are no previous recordings of the [Compositions or musical works contained in the Master Tapes] by the Artist in existence and undertakes that the Licensor will procure that the Artist shall not perform any of the Works during the period referred to in Clause 7.3 on the live stage without the prior written consent of the Licensor and the Company.
[715]
8 Other product37
8.1 The Licensor undertakes to deliver to the Company sample materials in respect of all Other Product as soon as practicable and agrees that the Company shall have the sole and exclusive right to negotiate in good faith for the Other Product Rights on the same terms and conditions (other than financial terms) as those contained in this Agreement throughout the period commencing on the date of this Agreement and terminating in respect of each item of Other Product [……] full calendar months after the delivery of sample materials to the Company. On agreement of terms relating to the acquisition of Other Product Rights the Licensor undertakes to enter into any agreement with the Company in the form of this Agreement or such other form as the Company may reasonably require.
8.2 If following the expiry of the period referred to in Clause 8.1 the parties shall not have agreed terms in respect of any Other Product the Licensor shall be free to negotiate with third parties in respect of the Other Product Rights in such Other Product provided however that the Licensor shall give immediate written notice to the Company of any Offer received by the Licensor in respect of the Other Product Rights in any Other Product and the Company shall have the right to acquire Other Product Rights in such Other Product from the Licensor on the same financial terms as the Offer in the form of this Agreement or such other form as the Company may reasonably require. If the Offer is not an Arm’s Length Offer the Company shall have the right to acquire such rights on such terms as would in the opinion of the Company constitute an Arm’s Length Offer.
8.3 The rights of the Company pursuant to Clause 8.2 shall be exercisable by notice in writing given to the Licensor within 28 days following receipt by the Company of notice of the Offer and the Licensor undertakes that the Licensor shall forthwith on the exercise by the Company of its rights under this Clause enter into a written agreement in respect of the Other Product Rights with the Company or its nominee in the same form as this Agreement or such other form as the Company may reasonably require.
8.4 Any purported disposal by the Licensor of any rights in contravention of the provisions of this Clause shall be null and void unless and until the Licensor shall have fully complied with all of the requirements of this Clause.
[716]
9 Definitions and interpretation
9.1 The following definitions apply in this Agreement:
‘Advance’
the non-returnable advance of £[……]
‘Agreement’
this agreement and any and all schedules annexures and exhibits attached to it or incorporated in it by reference
‘Album’
any sound alone Record derived entirely from the Master Tapes and comprising not less than [8] and not more than [14] Tracks and having not less than [35] minutes or more than [60] minutes’ playing time38
‘Arm’s Length Offer’
any bona fide arm’s length offer made by any third party not directly or indirectly connected with the Licensor
‘Artist’39
(name) and (name) professionally known as (professional name)
‘Associate’40
any person firm or company which is a connected person (as defined in the Income and Corporation Taxes Act 1988 Section 839) of the Licensor or which is an associated company of the Licensor within the meaning of Section 416 of that Act
‘Chorus’41
(name)
‘Composer’42
(name)
‘Compositions’43
any and all lyrics and/or musical compositions and/or any other musical or literary or dramatic works referred to in Schedule 1 or wholly or partly directly or indirectly owned controlled written composed orchestrated or arranged by the Licensor or any Associate of the Licensor whether alone or in collaboration with others
[717]
‘Conductor’44
(name)
‘Delivery’
the delivery by the Licensor to the Company of the Delivery Material
‘Delivery Material’45
the delivery material short particulars of which are contained in Schedule 2 and the Publicity Material
‘Event of Force Majeure’
act of God including but not limited to fire flood earthquake windstorm or other natural disaster; act of any sovereign including but not limited to war invasion act of foreign enemies hostilities (whether war be declared or not) civil war rebellion revolution insurrection military or usurped power or confiscation nationalisation requisition destruction or damage to property by or under the order of any government or public or local authority or imposition of government sanction embargo or similar action law judgment order decree embargo blockade or labour dispute including but not limited to strike lockout or boycott; interruption or failure of utility service including but not limited to electric power gas water or telephone service; failure of the transportation of any personnel equipment machinery supply or material required by the Company for production of the Records; breach of contract by any essential personnel; any other matter or cause beyond the control of the Company
‘Master Tapes’
original master tapes conforming to the specifications contained in Schedule 2 containing [the Composition or all musical material [written composed arranged or orchestrated by the Composer] performed by [the Artist or the Orchestra and the Chorus] [and conducted by the Conductor]] which shall be of such technical and artistic quality as shall be satisfactory to the Company in its entire discretion
‘Net Sales’46
90% of all Records sold less returns and credits of any nature
‘Offer’
any offer received by the Licensor in respect of the Other Product Rights
‘Orchestra’47
(name) of (location)
‘Other Product’
any audio or audio-visual product other than the Master Tapes in which the Licensor or any Associate of the Licensor of which the Licensor or any Associate of the Licensor acquires the right to manufacture or distribute Records at any time during the Term
‘Other Product Rights’
in respect of the Other Product the same rights construed mutatis mutandis as those rights granted to the Company in respect of the Master Tapes
[718]
‘Packaging Charges’48:
in respect of vinyl disc Records [……]% of the Retail Price;
in respect of Records in tape configuration [……]% of the Retail Price;
in respect of Records in compact disc configuration [……]% of the Retail Price;
in respect of Singles in 7 inch or 12 inch configuration [……]% of the Retail Price
‘Performers’ Property Rights’
in relation to any and all performances contained in the Master Tapes and/or the Records those rights specified in the Copyright, Designs and Patents Act 1988 Section 191A(1) including without limitation the exclusive rental and lending rights specified in the Copyright, Designs and Patents Act 1988 Section 182C in relation to such performances
‘Publicity Material’
such biographical notes transparencies and audio-visual material in respect of the Artist [Composer] [Conductor] [Chorus] [and Orchestra] as may be referred to in Schedule 2 or in the possession of the Licensor or required by the Company from time to time
‘Records’49
recordings manufactured by the Company in any configuration whether now known or in future invented and which are derived from the Master Tapes
‘Recording Contract’50
that recording contract between the Artist and the Licensor fully executed and delivered by all the parties on (date)
‘Recording Costs’51
all costs incurred by the Company in connection with editing or re-editing mixing or mastering the Delivery Material including expressly but not by way of limitation recording costs session fees production expenses guarantees and fees and including without limitation any royalty payments and percentages of profits payable to persons providing facilities or rendering services costs of promotional videograms artwork and other promotional material fees and payments for transportation accommodation costs hire fees copying and porterage
‘Relevant Rate’
75% of the relevant standard or recommended royalty rate from time to time in force of the Mechanical Copyright Protection Society Limited
‘Rental Right’
the non-exclusive rental and lending right in relation to all copyright works within the meaning of the Copyright, Designs and Patents Act 1988 Section 18A(2) to (6) to the extent that the same are included in the Master Tapes
‘Retail Price’52
the retail selling price from time to time recommended by the Company for Records in any part of the world
[719]
‘Royalties’
all sums payable to the Licensor pursuant to Clause 5
‘Royalty Base Price’
the Retail Price after the deduction of the Packaging Charges and all Value Added Tax and similar taxes
‘Royalty Rates’
the royalty rates specified in Clause 5
‘Single’
any sound alone record of up to 3½ minutes duration derived entirely from the Master Tapes
‘Term’53
(specify)
‘Territory’54
(specify territories)
‘Third Party Liabilities’55
any and all sums payable to any parties whose services or performances are contained in the Master Tapes and/or the Records and all fees and payments required to be made by or under the provisions of agreements or arrangements with the American Federation of Musicians (including but not limited to the Phonograph Record Trust Agreement the Phonograph Record Manufacturers Special Payment Fund Agreement and the American Federation of Musicians Pension and Welfare Fund) and all sums payable to the owners of any element of copyright and/or performers’ property right contained in the Master Tapes and/or the Records including without limitation any and all sums payable by way of equitable remuneration and all other sums of whatever nature payable in respect of the manufacture or sale of Records in the Territory
‘Track’
a sound recording the equivalent in playing time of not less than 2½ minutes of continuous sound and capable of inclusion in an Album or Single
‘United Kingdom’
the United Kingdom of Great Britain and Northern Ireland the Isle of Man and the Channel Islands
[720]
9.2 Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended modified extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments orders and regulations for the time being made pursuant to it or amending it56.
9.3 Unless the context otherwise requires words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate unincorporated associations and partnerships.
9.4 The word ‘copyright’ means the entire copyright including rental and lending right database right and design right subsisting under the laws of the United Kingdom and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world57.
9.5 The term ‘equitable remuneration’ shall have the meaning ascribed to it in EEC Council Directive 92/10058.
9.6 Unless otherwise stated time shall be of the essence for the purpose of the performance of the Licensor’s obligations under this Agreement.
9.7 Unless otherwise stated references to clauses sub-clauses sub-paragraphs schedules annexures and exhibits relate to this Agreement.
[721]
10 Notices
(continue as in Form 3 Clause 11 [658] ante, renumbering accordingly)
11 Miscellaneous
(continue as in Form 3 Clause 12 [659] ante)
12 Counterparts
(continue as in Form 3 Clause 13 [660] ante)
IN WITNESS of which the parties have executed this Agreement as a deed the day month and year first above written
SCHEDULE 1
The Compositions
(insert details)
SCHEDULE 2
Delivery Material
(insert details, eg publicity material with publicist’s releases, lists of screen and advertising credits, artwork, film footage, trailers, promos etc)
EXECUTED AND DELIVERED as a deed
)
by two duly authorised officers
)
for and on behalf of
)
(name of Licensor)
)
(signatures of two directors or
director and secretary)
EXECUTED AND DELIVERED as a deed
)
by two duly authorised officers
)
for and on behalf of
)
(name of Company)
)
(signatures of two directors or
director and secretary)
EXHIBIT 1
(inducement letter referred to in Clause 1.4)
EXHIBIT 2
(publishing agreement referred to in Clause 7.2)
[722]
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