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Subject: record producer (p1) Author: Anonymous [ Next Thread | Previous Thread | Next Message | Previous Message ] Date Posted: 03:30:11 06/03/03 Tue 4 Record producer agreement1 THIS AGREEMENT is made the [………] day of […………] BETWEEN: (1) (name of company) whose registered office is at (address) (registered in England no [………]) (the ‘Company’) and (2) (name) of (address) (the ‘Producer’) [663] IT IS AGREED as follows: 1 Engagement 1.1 The Company engages the Producer to render to the Company the Services and subject to the performance by the Artist of the Artist’s obligations to the Company to procure the Completion of Recording of the Master Tapes in accordance with the Recording Schedule and in consideration of the Company’s undertakings in this Agreement the Producer accepts such engagement and undertakes (subject as aforesaid) to procure the Completion of Recording of the Master Tapes. 1.2 The Producer shall perform the Services to the best of the Producer’s skill and ability in a professional and workmanlike manner in full co-operation with the Company and all persons engaged by the Company at such times and locations as the Company may from time to time require in accordance with the provisions of the Recording Schedule and this Agreement. 1.3 The Company confirms to the Producer that the Artist has approved the engagement by the Company of the Producer as producer of the Album2. 1.4 The Producer shall use the Producer’s best endeavours to ensure that no delay is caused to the Recording Schedule and that the Recording Costs do not exceed the Budget. [664] 2 Grant of rights 2.1 The Producer irrevocably agrees and confirms that the entire copyright and all other rights in the Master Tapes and the Records and the sole and exclusive right to exploit the same by any and all means in any and all media throughout the world (including without limitation to the foregoing the right to manufacture and distribute Records or cause Records to be broadcast or diffused or performed or heard in public) belong to the Company absolutely free from any restriction or incumbrance and may be exercised by the Company its successors assignees and licensees throughout the world for the full period of copyright including all renewals revivals reversions and extensions. 2.2 The Producer assigns3 to the Company the entire copyright whether vested contingent or future all Performers’ Property Rights and all related Rental Rights and all rights of action and all other rights of whatever nature in and to the product of the Services whether now known or in the future created to which the Producer is now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force in any part of the world TO HOLD to the Company its successors assignees and licensees absolutely for the full period of copyright throughout the world including all renewals revivals reversions and extensions. 2.3 The Producer irrevocably and unconditionally grants and confirms to the Company its successors assignees and licensees in respect of the Services and the product of the Services all consents required pursuant to the Copyright Designs and Patents Act 1988 Part II4 and all other laws now or in future in force in any part of the world which may be required in respect of the Services for the exploitation by the Company its successors assignees and licensees of the Services and their product whether or not by means of the Master Tapes the Live Recordings and the Records in any and all media by any and all means now known or developed in future for the full duration of the rights acquired by the Company pursuant to this Agreement pursuant to the laws in force in any part of the world5. [665] 2.4 The Producer irrevocably and unconditionally waives all rights relating to the Services and the Master Tapes the Live Recordings and the Records to which the Producer is now or may in the future be entitled pursuant to the provisions of the Copyright Designs and Patents Act 1988 Sections 77, 80, 84 and 85 and any other moral rights to which the Producer may be entitled under any legislation now existing or in future enacted in any part of the world6. 2.5 The Company and its successors assignees and licensees shall have the right to use the name likeness and biography of the Producer and any films photographs or recordings of the Producer throughout the world for the full period of copyright in the Master Tapes for the purpose of exploiting the Company’s rights under this Agreement7. 2.6 The Producer 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 Producer of the Producer’s obligations under this Agreement if the Producer 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 Producer as the lawfully appointed attorney of the Producer and the Producer 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. [666] 3 Producer’s warranties and obligations As a material inducement towards the Company to enter into this Agreement the Producer warrants undertakes and agrees with the Company that: 3.1 the Producer has attained the age of 18; 3.2 the Producer is free to enter into this Agreement and is the sole absolute unincumbered legal and beneficial owner8 of all rights granted to the Company 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 Producer from performing or observing any of the Producer’s obligations under this Agreement; 3.3 the Producer has not entered into and shall not enter into any arrangement which may conflict with this Agreement and the Producer acknowledges that for the purposes of the Copyright, Designs and Patents Act 1988 Section 9(2)(aa) the Company shall be deemed to be the sole person by whom the necessary arrangements for the making of the Master Tapes and Records were undertaken; 3.4 there are no contractual or other restrictions relating to the compositions in respect of which the Producer is legally able to render the Services to the Company; 3.5 the Services and the product of the Services shall be original to the Producer and shall not be obscene blasphemous or defamatory of any person9; 3.6 the Services and the product of the Services shall not infringe any right of copyright or performers’ right or performers’ property right or right of privacy or publicity or moral right or any other right of any other nature of any person; 3.7 the Company shall have the right to use adapt change revise delete from add to and/or rearrange the whole or any part of the product of the Services and to combine the same with the whole or any part of any other work to any extent that the Company shall desire and in such event the Producer shall not have any claim for compensation for loss of opportunity to enhance the Producer’s professional reputation or for any other reason whatever in the form of damages or at all10; 3.8 if the Services shall involve the rearrangement of any copyright musical work the Producer acknowledges that the Producer shall not be entitled to receive any performance royalties from the Performing Right Society Limited or any similar or affiliated body; 3.9 the Producer shall on the expiry of the engagement of the Producer pursuant to this Agreement return to the Company everything lent to the Producer by the Company for the performance by the Producer of the Producer’s obligations under this Agreement; [667] 3.10 the Producer shall not without the prior written consent of the Company incur any expenditure or costs on behalf of the Company; 3.11 the Company shall not be required to make any payments of any nature other than as expressly provided in this Agreement for or in connection with the acquisition exercise or exploitation of the rights acquired by the Company pursuant to this Agreement; 3.12 the Producer is and shall at all material times throughout the engagement of the Services of the Producer remain a member in good standing of all unions and guilds whose membership may be lawfully required for the performance of the Services and obligations of the Producer under this Agreement and the Producer shall at the sole cost and expense of the Producer apply for and assist the Company in applying for membership of any trade union labour or professional organisation or guild and for passports visas work permits or other matters to enable the Company to make use of the Services of the Producer under this Agreement and shall do all things deemed necessary by the Company in these respects11; 3.13 the Producer shall not without the consent in writing of the Company disclose reveal or make public any information of whatever nature in connection with the business of the Company the Master Tapes the Records the Artist or the terms of this Agreement all of which shall be treated by the Producer as strictly confidential; 3.14 the Producer shall not issue any publicity relating to the Master Tapes the Record or the Artist or participate in any interview or other publicity without the prior written consent of the Company; 3.15 the Producer shall not commit any act which might prejudice or damage the reputation of the Company or might inhibit restrict or interfere with the successful exploitation of the Master Tapes and/or the Records12; 3.16 the Producer shall comply with all rules regulations and agreements relating to safety fire prevention or general administration that may be in force at any place where the producer may be required to render the Services under this Agreement; 3.17 the Producer 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 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 Producer of any of the Producer’s undertakings warranties or obligations under this Agreement. [668] 4 Advances13 Subject to and conditional upon the full and timely performance and observance by the Producer of the undertakings obligations and warranties on the part of the Producer contained in this Agreement14 the Company undertakes to pay to the Producer by way of non-returnable Advance which shall be recoupable from the Royalties the sum of £[……] payable as to: 4.1 [……]% on signature of this Agreement (the receipt of which the Producer acknowledges); and 4.2 [……]% on the Completion of Recording of the Master Tapes. The Producer acknowledges that [……]% of the Advance shall constitute equitable remuneration for the exploitation of the Rental Right in relation to the Master Tapes and the Records. [669] 5 Royalties15 5.1 Subject to the full and timely performance and observance by the Producer of all of the Producer’s obligations warranties and undertakings in this Agreement the Company undertakes to pay or procure the payment to the Producer by way of Royalties: (a) [……]% of the Royalty Base Price on Net Sales of Singles in the United Kingdom; (b) [……]% of the Royalty Base Price on Net Sales of Singles outside the United Kingdom [such royalty on Singles being payable without pro-rata reductions in the event the B side of any Single is not produced by the Producer]; (c) [……]% of the Royalty Base Price on Net Sales of Albums in the United Kingdom; (d) [……]% of the Royalty Base Price on Net Sales of Albums 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 form16. 5.3 In respect of Records sold to any club operation 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 Producer 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’17 use the Producer shall be entitled to a royalty of [……]% of all net sums actually received by the Company from third parties in respect of such exploitation in lieu of any other payment. 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 applicable18. 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 applicable19. 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 applicable20. 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 Producer Royalties of 50% of all net sums received by the Company pursuant to any such flat fee21. [670] 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 operation22. 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 Artist 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 Records23. 5.11 In respect of Records which embody the performances of the Producer 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 Records24. 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 deletions25. 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 Producer under this Agreement and under no circumstances shall the Producer 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 territory. 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 in. 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 discretion. 5.16 The Company shall have the right to recoup from the Advance and all Royalties payable to the Producer all Excess Costs26. [671] 6 Royalty accounting 6.1 The Company shall render to the Producer 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 Producer in accordance with the provisions of this Agreement and accompanied by the payment of the amount indicated by such statement to be owing. 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 Producer 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 Producer and shall be final and binding on the parties to this Agreement. 6.3 If the Company shall not have paid any Royalties to the Producer or shall have incorrectly calculated the amount due the Producer 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 interest. 6.4 The Producer expressly authorises the Company to deduct and withhold from all sums due to the Producer under this Agreement any sums which may be deductible in accordance with local laws or regulations from time to time. 6.5 All sums payable by the Company to the Producer under this Agreement shall as the Producer 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. [672] 7 Credit 7.1 Subject to the performance and observance by the Producer of all of the Producer’s obligations under this Agreement the Company agrees to accord credit to the Producer on all Records made by it or under its control. The Company shall determine in its discretion the manner and mode of presentation of the Producer’s credit. 7.2 No casual or inadvertent failure to comply with the provisions of Clause 7.1 shall constitute a breach by the Company of this Agreement. The Producer acknowledges that the only remedy of the Producer for breach of the provisions of this Clause shall be damages and that the Producer shall not be entitled to injunctive relief for any alleged failure of the Company or any third party to accord the credit provided for27. [673] 8 Suspension28 The Company shall be entitled by notice to the Producer to suspend the engagement of the Producer’s Services if: 8.1 the Producer refuses or fails to perform any of the Services or refuses or fails to perform or observe any of the obligations undertakings or warranties or is otherwise in breach of any of the obligations undertakings or warranties on the part of the Producer contained in this Agreement. 8.2 the Producer shall have been prevented from performing the Services by injury illness mental or physical disability or otherwise or shall in the opinion of the Company be incapable of performing the Services whether as a result of injury illness mental or physical disability or otherwise. 8.3 an Event of Force Majeure shall prevent the Company from making use of the Services or exploiting the Records. [674] 9 Effect of suspension 9.1 Following notice from the Company in respect of any of the matters specified in Clause 8 the period of such suspension shall be the remainder of the duration of the event in which notice was given plus any time required by the Company in order to resume the use of the Services and the Recording Schedule shall be automatically extended by the period of such suspension. 9.2 If suspension as a result of an Event of Force Majeure has continued for a period of 3 continuous calendar months or more the Producer shall be entitled by notice in writing to the Company to terminate this Agreement unless within 7 days from receipt of notice the Company serves counter-notice upon the Producer to the effect that it wishes to resume the engagement of the Services thus terminating the period of suspension. 9.3 During any period of suspension the Company shall be relieved of any obligation to pay to the Producer any remuneration pursuant to Clauses 4 or 5 and the dates of any future payment obligations shall be extended by a period equivalent to the length of the suspension. 9.4 Throughout any period of suspension the Producer shall continue to comply with all of the obligations on the part of the Producer contained in this Agreement which are not affected by suspension and the Producer undertakes not without the prior written consent of the Company to enter into any agreement relating to the Services with any person. 9.5 During the period of any suspension the Company shall remain entitled to all rights granted or assigned to the Company by the Producer. 9.6 Suspension by the Company shall be in addition to and separate from and without prejudice to any of the other rights or remedies of the Company at law. [675] 10 Termination The Company shall have the right to terminate this Agreement or accept the repudiation by the Producer of this Agreement at any time when the Company is entitled to serve notice of suspension pursuant to the provisions of Clause 8.1 or at any time following the expiry of [14] days after the Company shall have given notice of suspension pursuant to Clauses 8.2 or 8.3. 11 Effect of termination On and after notice of termination by the Company: 11.1 the Producer shall continue to comply with all of the obligations on the part of the Producer under this Agreement which are not affected by termination; 11.2 the Company shall remain entitled to all rights granted or assigned to the Company under this Agreement and all other rights relating to the Services and the entire product of the Services; 11.3 the Producer shall be entitled only to such remuneration as shall have accrued due and become payable at the date of termination or the date of suspension if earlier; 11.4 any claim which either party may have against the other in respect of any breach or non-performance or repudiation of any of the provisions of this Agreement which shall have occurred prior to such termination or suspension shall not be affected or prejudiced and all rights of suspension or termination under this Agreement are in addition to and separate from any other rights of the Company at law. [676] 12 Equitable relief29 The Producer acknowledges that the Services are of a unique unusual and extraordinary character the loss of which cannot be reasonably or adequately compensated in damages in an action at law and the Producer accordingly agrees that the Company shall be entitled to injunctive and other equitable relief to prevent or curtail any actual or threatened breach by the Producer of the provisions of this Agreement. [677] 13 Definitions and interpretation 13.1 The following definitions apply in this Agreement: ‘Advance’ any and all of those sums payable to the Producer pursuant to Clause 4 ‘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 selected by the Company and having not less than 35 minutes or more than [60] minutes playing time30 ‘Artist’31 (name) ‘Budget’32 the sum of £[……] or such other sum as may be agreed between the Company and the Producer for the recording of the Album ‘Completion of Recording’33 the completion and delivery to the Company in accordance with the Recording Schedule of fully edited and finally mixed down technically satisfactory Master Tapes of sufficient technical and artistic quality in the entire discretion of the Company to enable the manufacture of Records ‘Event of Force Majeure’ an 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 Master Tapes; breach of contract by any essential personnel other than the Producer; any other matter or cause beyond the control of the Company ‘Excess Cost’34 the amount (if any) by which the Recording Costs exceed the Budget [678] ‘Live Recordings’ any audio or audio-visual recordings of the Artist with or without others whether made in concerts tours venues gigs for charity or otherwise ‘Master Tapes’35 original master quality studio-made recordings of such technical and artistic quality as may be satisfactory to the Company in its entire discretion and recorded in any medium and by any means whether now known or invented in the future made by the Studio on behalf of the Company and featuring performances of the Artist as produced by the Producer sufficient in the discretion of the Company to comprise one Album36 ‘Net Sales’37 90% of all Records sold less returns and credits of any nature ‘Packaging Charges’: 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 of the Producer contained in the Master Tapes and/or the Records those rights specified in the Copyright, Designs and Patents Act 1988 Section 191A(1) ‘Records’38 recordings manufactured by the Company in any configuration whether now known or invented in the future and whether embodying sound alone or sound coupled with visual images which are derived from the Master Tapes ‘Recording Costs’39 all costs incurred or expended by the Company in connection with the production recording editing re-editing mixing or mastering of the Master Tapes including expressly but not by way of limitation recording costs session fees production expenses guarantees and fees 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 [679] ‘Recording Schedule’40 the schedule of dates locations and times for the recording and Completion of Recording of Master Tapes annexed as Exhibit 1 as varied by the Company from time to time ‘Rental Right’ the entire rental and lending right in relation to all copyright works by and/or the performances of the Producer within the meaning of the Copyright, Designs and Patents Act 1988 Sections 18A(2) to (6) and 182C(2) to (7) to the extent that the same are included and/or contained in the Master Tapes and/or the Records41 ‘Retail Price’ the retail selling price from time to time recommended by the Company for Records in any part of the world ‘Royalties’ all sums payable to the Producer pursuant to Clause 5 ‘Royalty Base Price’42 the Retail Price after the deduction of the Packaging Charges and all Value Added Tax and similar taxes ‘Royalty Rate’ the royalty rate specified in Clause 5 ‘Services’43 the sole and exclusive services of the Producer as a producer of Records throughout the Recording Schedule which shall include without prejudice to the generality of the foregoing the preparation and rehearsal of all performances of the Artist and the writing composing arranging designing choreography recording and all other incidental services of the Producer in all audio and audio-visual media and the promotional and publicity services of the Producer ‘Single’ any sound alone record embodying up to 3 Tracks and derived entirely from the Master Tapes ‘Studio’ (name) situated at (address) or such other studio as may be agreed between the Company and the Producer ‘Track’ a sound recording of the Artist 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 [680] 13.2 Any reference in this Agreement to any statute or statutory provision order or regulation shall be construed as including a reference to that statute or statutory provision order or regulation 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 regulations and directives modifying or extending the same44. 13.3 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. 13.4 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 world45. 13.5 The term ‘equitable remuneration’ shall have the meaning ascribed to it in EEC Council Directive 92/100 and in the event that there is any conflict between provisions contained in legislation implementing such directive in states in the European Economic Area for the purposes of determining any issue in relation to equitable remuneration in this Agreement the provisions of United Kingdom Statutory Instrument 1996/2967 shall prevail and be binding on the parties46. 13.6 Where the context so admits the product of the Services shall include the entire contribution made by the Producer in connection with the Master Tapes including without limitation the creation alteration and amendment of any work in which copyright subsists47. 13.6 Unless otherwise stated time shall be of the essence for the purpose of the performance of the Producer’s obligations under this Agreement. 13.7 Unless otherwise stated references to clauses sub-clauses sub-paragraphs schedules annexures and exhibits relate to this Agreement. [681] 14 Notices 14.1 Any notice or other document required to be given under this Agreement or any communication between the parties with respect to any of the provisions of this Agreement (other than notice given by the Company pursuant to the provisions of Clauses 8 or 10 which may be oral) shall be in writing in English and be deemed duly given if signed by or on behalf of a duly authorised officer of the party giving the notice and if left at or sent by pre-paid registered or recorded delivery post or by telex telegram cable facsimile transmission or other means of telecommunication in permanent written form to the address of the party receiving such notice as set out at the head of the Agreement or as notified between the parties for the purpose of this Clause. 14.2 Any such notice or other communication shall be deemed to be given to and received by the addressee: (a) at the time the same is left at the address of or handed to a representative of the party to be served; (b) by post on the day not being a Sunday or public holiday 2 days following the date of posting; (c) in the case of a telex telegram cable facsimile transmission or other means of telecommunication on the next following day. 14.3 In proving the giving of a notice it should be sufficient to prove that the notice was left or that the envelope containing the notice was properly addressed and posted or that the applicable means of telecommunication was addressed and despatched and despatch of the transmission was confirmed and/or acknowledged as the case may be. 14.4 Communications addressed to the Company shall be marked for the attention of (name) [with a copy to (name and address of solicitors)]. [682] 15 Miscellaneous 15.1 If any provision of this Agreement shall be prohibited by or adjudged by a court to be unlawful void or unenforceable such provision shall to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement48. 15.2 This agreement contains the full and complete understanding between the parties and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement and may not be varied except by an instrument in writing signed by all of the parties to this Agreement. The Producer acknowledges that no representations or promises not expressly contained in this Agreement have been made by the Company or any of its servants agents employees members or representatives in respect of the amounts of Royalties payable under this Agreement (if any) or in any other respect whatever. 15.3 No failure or delay on the part of any of the parties to this Agreement relating to the exercise of any right power privilege or remedy provided under this Agreement shall operate as a waiver of such right power privilege or remedy or as a waiver of any preceding or succeeding breach by the other party to this Agreement nor shall any single or partial exercise of any right power privilege or remedy preclude any other or further exercise of such or any other right power privilege or remedy provided in this Agreement all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to a party at law or in equity. 15.4 This Agreement shall not be deemed to constitute a partnership or joint venture or contract of employment between the parties. 15.5 This Agreement shall be governed by and construed in accordance with the law of England and Wales the courts of which shall be courts of competent jurisdiction. [683] 16 Counterparts This Agreement may be executed in one or more parts by the parties on separate counterpart or facsimile copies each of which when so executed by any party shall be an original but all executed counterpart or facsimile copies shall together when delivered constitute but one agreement. This Agreement shall not be completed delivered or dated until each party has received counterpart or facsimile copies validly executed by all other parties. The date of this Agreement shall be the date in the United Kingdom on which validly executed copies were received by all parties. AS WITNESS the hands of the authorised representatives of the parties the day month and year first above written: IN WITNESS of which the parties have executed this Agreement as a deed the day month and year first above written 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) EXECUTED AND DELIVERED as a deed ) by (name of Producer) ) (signatures of Producer and witness) EXHIBIT 1 (Recording Schedule referred to in Clause 13.1) [684] [ Next Thread | Previous Thread | Next Message | Previous Message ]