We will track here amendments to this resource that reflect changes in law and practice.
A specimen copyright licence, drafted from the perspective of the licensor, for use where an artist is granting a licence to reproduce artwork on a product.
This agreement is dated [DATE]
(A) The Licensor has created the Work (as defined below).
(B) The Licensee wishes to receive and the Licensor is willing to grant to the Licensee a licence on the terms and conditions set out in this agreement to reproduce the Work on the Product (as defined below) and to sell the Product on which the Work has been reproduced.
1.1 The definitions and rules of interpretation in this clause apply in this agreement.
1.2 Clause and schedule headings shall not affect the interpretation of this agreement.
1.3 The schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the schedules.
1.4 References to clauses and schedules are to the clauses and schedules of this agreement.
1.5 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
1.6 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; provided that, as between the parties, no such amendment, extension or re-enactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party. This clause does not, however, apply in relation to taxation.
1.7 A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision.
1.8 Writing or written includes faxes but not e-mail.
1.9 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
1.10 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.11 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) [and that person’s personal representatives, successors or permitted assigns].
2.1 The Licensor hereby grants to the Licensee [an exclusive OR a sole OR a non-exclusive] licence under the Copyright to do the following acts in the Territory for the term of this agreement, subject to, and in accordance with, the terms of this agreement:
(a) reproduce the Work on the Product; [and]
(b) sell the Licensed Product to independent arm's length customers; [and]
(c) [reproduce the Work in any advertising or promotional material relating to the Licensed Product.]
2.2 [During the Term, the Licensor undertakes not to [itself exercise nor] grant any licence permitting any third party to exercise the rights granted to the Licensee under clause 2.1. ]
2.3 [The Licensee shall not:
(a) undertake advertising of the Licensed Product in, or specifically aimed at, any country outside the Territory;
(b) actively seek orders for the Licensed Product from outside the Territory; or
(c) establish any branch dealing in the Licensed Product or maintain any distribution depot for the Licensed Product outside the Territory.]
3.1 The Licensee shall ensure that the Licensed Product complies with the Quality Standards at all times and is not defective in terms of workmanship, materials or otherwise.
3.2 The Licensee shall reproduce the Work on the Product [and in the promotional or advertising material for the Licensed Product] without any substantial alteration or amendment and shall comply with:
(a) [the conditions stipulated by the Licensor in the Guidelines;
OR
any [reasonable] directions notified to it in writing by the Licensor to ensure the satisfactory depiction of the Work on the Product [and in the promotional or advertising material for the Licensed Product], including [reasonable] directions as to the colour, size or position of the Work as it appears on the Product [or in the promotional or advertising material for the Licensed Product];] and
(b) any other [reasonable] specifications, standards or directions relating to the Licensed Product which are notified in writing by the Licensor:
(i) in order for the Licensor to approve the Licensed Product under clause 4; or
(ii) to deal with any faults or defects which emerge in relation to the Licensed Product, or complaints received under clause 3.9, after approval under clause 4 has been given.
3.3 The Licensee:
(a) acknowledges and agrees that all copyright and rights in the nature of copyright subsisting in any part of the world in any New Works shall vest in the Licensor; and
(b) hereby assigns to the Licensor absolutely the entire copyright and all other rights in the nature of copyright subsisting in any New Works, and all other rights of whatever nature, whether now known or created in the future, to which the Licensee may be entitled by virtue of the laws in force in any part of the world in such New Works, in each case for the whole term including any renewals, reversions, revivals and extensions.
3.4 The Licensee shall:
(a) comply with any [reasonable] specifications, standards or directions relating to the promotional or advertising material for the Licensed Product [and its packaging] notified in writing by the Licensor from time to time; and
(b) consult the Licensor as to the form and content of all advertising and promotional material [and all packaging] for the Licensed Product[, and shall not distribute such material unless the Licensor has approved it in writing].
3.5 The Licensee shall procure that every Licensed Product sold and all [packaging,] quotations, specifications and descriptive literature relating to the Licensed Product be marked with a notice in the following terms[, which notice, on the Licensed Product, shall appear below the Work unless otherwise specified by the Licensor in writing]:
[© Copyright [LICENSOR] [YEAR] manufactured by [LICENSEE]]
3.6 The Licensee shall, in exercising its rights under this agreement, comply with all applicable laws, regulations and codes of practice.
3.7 The Licensee shall promptly provide the Licensor with copies of all communications, relating to the Copyright or the Licensed Product, with any regulatory, industry or other authority.
3.8 The Licensee shall not begin to manufacture and sell the Licensed Product under this agreement without obtaining the approval of the Licensor in respect of the Licensed Product in accordance with clause 4, and shall ensure that it complies with all obligations imposed on it under clause 4.
3.9 The Licensee shall[, upon the Licensor's request,] provide the Licensor with details of any complaints it has received relating to the Licensed Product together with reports on the manner in which such complaints are being, or have been, dealt with and shall comply with any reasonable directions given by the Licensor in respect thereof.
4.1 The Licensee shall, at the Licensee's own expense:
(a) at least [two] months before beginning to manufacture and sell the Licensed Product under this agreement provide prototype samples of the Licensed Product to the Licensor for the Licensor's prior written approval (such approval to be at the sole and absolute discretion of the Licensor and always subject to clause 3.2(b)(ii)); and
(b) thereafter at least once in every [six] months and at any time at the Licensor's request supply samples of the Licensed Product to the Licensor.
4.2 The Licensor shall use his reasonable endeavours to notify the Licensee in writing within [14] days whether approval is given under clause 4.1(a) or shall notify the Licensee in writing of the details of any modifications which the Licensor may [reasonably] require to ensure that the Licensed Product is to his satisfaction, including any modifications [reasonably] required to ensure that the Quality Standards are achieved and to ensure the proper depiction of the Work on the Licensed Product.
4.3 Failure by the Licensor to notify the Licensee of approval within the [14]-day period specified in clause 4.2 shall not be deemed to be an approval.
4.4 The Licensee shall:
(a) within [14] days of receiving notification of any modifications [reasonably] required by the Licensor pursuant to clause 4.2, make those modifications and provide revised samples of the Licensed Product to the Licensor for final written approval [(such approval not to be unreasonably withheld)]; and
(b) if the Licensor does not provide such final approval, make any further modifications which the Licensor may [reasonably] require to ensure that the modifications the Licensor specified under clause 4.2 have been made to the Licensor's satisfaction.
4.5 The Licensee shall not alter or amend the Licensed Product approved pursuant to this clause 4 or any marking applied to the Licensed Product so approved (including by making alterations or amendments pursuant to clause 3.2(b)(ii)) without obtaining the prior written approval of the Licensor in respect of the proposed revised Licensed Product in accordance with the approval procedure set out in clause 4.1(a).
5.1 The Licensee shall use its best endeavours to promote and expand the supply of the Licensed Product throughout the Territory on the maximum possible scale, and shall provide such advertising and publicity as may reasonably be expected to bring the Licensed Product to the attention of as many purchasers and potential purchasers as possible.
5.2 The Licensee may market the Licensed Product under any trade marks.
6.1 The Licensee shall keep secret and confidential:
(a) the terms of this agreement; and
(b) any information of a confidential nature communicated to it by the Licensor, either preparatory to, or as a result of, this agreement,
and shall not use the same for any purpose except for the purpose of exercising or performing its rights and obligations under this agreement and shall not disclose the same to any person other than any of its officers or employees who need to know such information for the purposes of carrying out the Licensee's obligations under this agreement or its professional advisors, provided that prior to disclosure to any such officer, employee or professional advisor it informs such person of the confidential nature of the information and is responsible for such person's compliance with the confidentiality obligations set out in this clause 6 and, if necessary, shall promptly enforce such obligations either on its own motion or at the request of the Licensor.
6.2 The provisions of clause 6.1 shall not apply to such information that:
(a) was known, or available on a non-confidential basis, to the Licensee before it was disclosed to it by the Licensor;
(b) is or becomes generally available to the public (otherwise than through a breach of this clause 6);
(c) the parties agree in writing is not confidential or may be disclosed; or
(d) the Licensee is required to disclose by law, court order or any governmental or regulatory authority provided that, to the extent it is legally permitted to do so, it gives the Licensor as much notice of such disclosure as possible and takes into account the reasonable requests of the Licensor in relation to the content of such disclosure.
6.3 The provisions of this clause 6 shall remain in force notwithstanding expiry or earlier termination of this agreement.
7.1 On the Effective Date the Licensee shall pay to the Licensor the sum of £[AMOUNT] [and such sum shall not be returnable nor available for credit against royalties or any other sums payable by the Licensee under this agreement OR as an advance against royalties payable under clause 7.2].
7.2 The Licensee shall pay to the Licensor a royalty of [PERCENTAGE]% of the Net Sales Price of each Licensed Product that is sold by the Licensee in the Territory.
7.3 [Where the Licensee has granted any sub-licence pursuant to clause 12, the Licensee shall include, in its royalty payments, payments in respect of all sales carried out by or on behalf of the sub-licensee, and shall include records of such activities in the records it keeps and statements it submits pursuant to clause 7.9, clause 7.10 and clause 7.11.]
7.4 All payments made by the Licensee under this agreement are exclusive of VAT. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply by the Licensor, the Licensee shall increase that payment by an amount equal to the VAT which is chargeable in respect of the taxable or deemed taxable supply in question, provided that the Licensor shall have delivered a valid VAT invoice in respect of such VAT to the Licensee. If the Licensee fails to comply with its obligations under this clause, it shall additionally pay all interest and penalties, which thereby arise to the Licensor. If any VAT invoice is delivered to the Licensee after the relevant payment has been made, the Licensee shall pay the VAT due within five business days of the Licensor delivering a valid VAT invoice.
7.5 All royalties and other sums payable under this agreement shall be paid free and clear of all deductions and withholdings unless the deduction or withholding is required by law. If any deduction or withholding is required by law the Licensee shall pay to the Licensor such sum as will, after the deduction or withholding has been made, leave the Licensor with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.
7.6 Royalties and any other sums payable under this agreement shall be paid in sterling to the credit of a bank account to be designated in writing by the Licensor.
7.7 Royalties payable under this agreement shall be paid within 30 days of the end of each successive Quarterly Period[, and for the purpose of converting the local currency of the Licensee (in which such royalties arise) into sterling, the rate of exchange to be applied shall be the rate of exchange applied by the [London] bankers to the Licensor for the purchase of sterling with such foreign currency as at the close of business on the date when the relevant payment first becomes due].
7.8 In the event of any delay in paying any sum due under this agreement by the due date, the Licensee shall pay to the Licensor:
(a) interest (calculated on a daily basis) on the overdue payment from the date such payment was due to the date of actual payment at a rate of [PERCENTAGE]% over the base rate of [FULL NAME OF BANK] from time to time; and
(b) an amount equal to any penalties incurred by the Licensor as a direct result of the delay.
7.9 At the same time as payment of royalties falls due, the Licensee shall submit or cause to be submitted to the Licensor a statement in writing recording the calculation of such royalties payable and in particular:
(a) the Quarterly Period for which the royalties were calculated;
(b) the number of units of the Licensed Product sold during the Quarterly Period;
(c) the number of units of the Licensed Product manufactured during the Quarterly Period but not yet sold;
(d) the Net Sales Price of each Licensed Product sold during the Quarterly Period;
(e) the amount of royalties due and payable;
(f) the amount of any withholding or other income taxes deductible or due to be deducted from the amount of royalties due and payable; and
(g) any other particulars the Licensor may reasonably require.
7.10 The Licensee shall keep proper records and books of account showing the description and price of the units of the Licensed Product sold. Such records and books shall be kept separate from any records and books not relating solely to the Licensed Product and be open during normal business hours to inspection and audit by the Licensor (or its authorised representative), who shall be entitled to take copies of or extracts from the same. If such inspection or audit should reveal a discrepancy in the royalties paid from those payable under this agreement, the Licensee shall immediately make up the shortfall and reimburse the Licensor in respect of any professional charges incurred for such audit or inspection. Such right of inspection of the Licensor shall remain in effect for a period of [one] year after the termination of this agreement.
7.11 Within [30] days of the end of each calendar year, the Licensee shall submit to the Licensor a written statement certified by the Licensee's auditors of the aggregate Net Sales Price of the units of the Licensed Product sold by the Licensee in that year, and the amount due to be paid for that year under this clause 7. In the event that such statement shows that the amount paid by the Licensee is less than the amount due, the Licensee shall pay to the Licensor within [seven] days of the submission of the statement an amount equivalent to the difference between the amount paid and the amount due.
7.12 The provisions of this clause 7 shall remain in effect notwithstanding termination or expiry of this agreement until the settlement of all subsisting claims by the Licensor.
8.1 The Licensee shall immediately notify the Licensor in writing giving full particulars if any of the following matters come to its attention:
(a) any actual, suspected or threatened infringement of the Copyright;
(b) any claim made or threatened that the Work infringes the rights of any third party; or
(c) any other form of attack, charge or claim to which the Copyright may be subject.
8.2 In respect of any of the matters listed in clause 8.1:
(a) the Licensor shall, at his absolute discretion, decide what action to take, if any;
(b) the Licensor shall have exclusive control over, and conduct of, all claims and proceedings;
(c) the Licensee shall not make any admissions other than to the Licensor and shall provide the Licensor with all assistance that he may reasonably require in the conduct of any claims or proceedings; and
(d) the Licensor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.
8.3 The provisions of sections 101 and 101A of the Copyright, Designs and Patents Act 1988 (or equivalent legislation in any jurisdiction) are expressly excluded.
8.4 [The Licensor warrants that:
(a) he is the sole legal and beneficial owner of, and owns all the rights and interests in, the Copyright;
(b) he has not licensed or assigned the Copyright [except as set out in Schedule 4]; and
(c) the Work is his original work and has not been copied wholly or substantially from any other source.]
8.5 [Nothing in this agreement shall constitute any representation or warranty that the exercise by the Licensee of rights granted under this agreement will not infringe the rights of any person. ]
9.1 [The Licensor, being the sole author of the Work, asserts the Licensor's moral right under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Work.
OR
The Licensor, being the sole author of the Work, waives all moral rights in respect of the use to be made of the Work under this agreement to which the Licensor may now or at any future time be entitled under the Copyright, Designs and Patents Act 1988 or under any similar legislation from time to time in force anywhere in the world.]
9.2 [The Licensee shall ensure that each Licensed Product shall bear the notice referred to in clause 3.5, which the Licensor confirms will be sufficient to identify the Licensor as author of the Work for the purposes of the moral right asserted under clause 9.1 . ]
10.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential and whether economic or other) arising from the Licensee's exercise of the rights granted to it under this agreement.
10.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages or losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other [reasonable] professional costs and expenses) (each a Claim) suffered or incurred by the Licensor arising out of or in connection with the Licensee's exercise of its rights granted under this agreement or any breach by the Licensee of the terms of this agreement, including any product liability claim relating to any Licensed Product manufactured, supplied or put into use by the Licensee.
10.3 [Subject to clause 10.7 below, this indemnity shall apply whether or not the Licensor has been negligent or at fault.
OR
This indemnity shall not cover the Licensor to the extent that a Claim results from the Licensor's negligence or wilful misconduct.]
10.4 [If any third party makes a Claim, or notifies an intention to make a Claim, against the Licensor which may reasonably be considered likely to give rise to a liability under this indemnity (a Relevant Claim), the Licensor shall:
(a) as soon as reasonably practicable, give written notice of the Relevant Claim to the Licensee, specifying the nature of the Relevant Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Relevant Claim without the prior written consent of the Licensee [(such consent not to be unreasonably conditioned, withheld or delayed)] [, provided that the Licensor may settle the Relevant Claim (after giving prior written notice of the terms of settlement (to the extent legally possible) to the Licensee, but without obtaining the Licensee's consent) if the Licensor [reasonably] believes that failure to settle the Relevant Claim would be prejudicial to it in any material respect];
(c) give the Licensee [and its professional advisers] access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Licensor, so as to enable the Licensee and its professional advisers to examine them and to take copies (at the Licensee's expense) for the purpose of assessing the Relevant Claim; and
(d) subject to the Licensee providing security to the Licensor to the Licensor's reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be incurred, take such action as the Licensee may reasonably request to avoid, dispute, compromise or defend the Relevant Claim.]
10.5 If a payment due from the Licensee under this clause is subject to tax (whether by way of direct assessment or withholding at its source), the Licensor shall be entitled to receive from the Licensee such amounts as shall ensure that the net receipt, after tax, to the Licensor in respect of the payment is the same as it would have been were the payment not subject to tax.
10.6 The Licensee shall, at its expense, carry product liability and comprehensive general liability insurance coverage of [£[AMOUNT] increasing annually in accordance with the UK Retail Prices Index OR an amount adequate to support its liabilities under this agreement]. The Licensee shall ensure that such insurance policy names the Licensor as co-insured with the Licensee and remains in effect throughout the duration of this agreement and for a period of [NUMBER] years after termination or expiry of the agreement, and shall supply the Licensor with a copy of such policy on request.
10.7 Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence or for fraud.
11.1 The Licensee shall:
(a) ensure that the Licensed Product is safe for the use for which it was intended;
(b) obtain at its own expense all licences, permits and consents necessary for the provision of the Licensed Product in the Territory;
(c) perform its obligations in connection with the manufacture and sale of the Licensed Product with all due skill, care and diligence including good industry practice;
(d) only make use of the Copyright for the purposes authorised in this agreement; and
(e) comply with all regulations and practices in force or use in the Territory to safeguard the Licensor's rights in the Copyright.
11.2 The Licensee shall not do or omit to do anything to diminish the rights of the Licensor in the Copyright or the Work, nor assist any other person to do so, either directly or indirectly.
11.3 The Licensee acknowledges and agrees that the exercise of the licence granted to the Licensee under this agreement is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and the Licensee understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance.
[The Licensee shall not grant sub-licences under this agreement.
OR
The Licensee shall have the right to grant to any person a sub-licence of any of its rights under this agreement provided that:
(a) the Licensee obtains the prior written consent of the Licensor[, such consent not to be unreasonably withheld];
(b) the Licensee shall ensure that the terms of any sub-licence are in writing and are substantially the same as the terms of this agreement (except that the sub-licensee shall not have the right to sub-licence its rights) and the Licensee shall provide the Licensor with a copy of the sub-licence on request;
(c) all sub-licences granted shall terminate automatically on termination or expiry of this agreement;
(d) the Licensee shall be liable for all acts and omissions of any sub-licensee and shall indemnify the Licensor against all costs, expenses, claims, loss or damage incurred or suffered by the Licensor, or for which the Licensor may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill), arising out of any act or omission of any sub-licensee, including any product liability claim relating to any Licensed Product manufactured or supplied by the sub-licensee; and
(e) [any sub-licensee shall first enter into a supplemental agreement direct with the Licensor in a form satisfactory to the Licensor.]
[The Licensee shall not subcontract the manufacture of the Licensed Product.
OR
The Licensee shall have the right to subcontract the manufacture of the Licensed Product provided that:
(a) any subcontractor shall first enter into a confidentiality agreement [direct with the Licensor in a form satisfactory to the Licensor OR with the Licensee and containing terms similar to, and no less onerous than, the provisions in clause 6 of this agreement and the Licensee agrees to monitor the subcontractor's compliance with such agreement and, if necessary, promptly enforce such agreement either on its own motion or at the request of the Licensor]; and
(b) the Licensee shall be liable for all acts and omissions of any subcontractor and shall indemnify the Licensor against all costs, expenses, claims, loss or damage incurred or suffered by the Licensor, or for which the Licensor may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill), arising out of any act or omission of any subcontractor, including any product liability claim relating to any Licensed Product manufactured by the subcontractor.]
14.1 The Licensee shall not [without the prior written consent of the Licensor, such consent not to be unreasonably withheld or delayed] assign any of its rights or obligations under this agreement or subject any of its rights or obligations under this agreement to any mortgage, charge, pledge, lien, option or anything equivalent.
14.2 The Licensor may at any time and without the consent of the Licensee assign any of his rights or obligations under this agreement or subject any of his rights or obligations under this agreement to any mortgage, charge, pledge, lien, option or anything equivalent[, provided that the Licensor shall notify the Licensee as soon as possible after any such assignment, mortgage, charge or similar dealing and include particulars of the assignee, mortgagee or chargee].
14.3 The Licensee shall, upon request from the Licensor, execute any agreements or other instruments (including any supplement or amendment to this agreement) which may be required in order to give effect to or perfect any assignment, mortgage, charge or other dealing referred to in clause 14.2.
15.1 This agreement shall come into force on the Effective Date and, unless terminated earlier in accordance with [clause 15.2 or] clause 15.3, shall remain in force until the [NUMBER]th anniversary of the Effective Date.
15.2 [The Licensor shall have the right to terminate this agreement on giving the Licensee not less than [NUMBER] months' written notice of termination.]
15.3 The Licensor may terminate this agreement with immediate effect by giving written notice to the Licensee if any of the following circumstances arises:
(a) the Licensee fails to pay any amount due under this agreement on the due date for payment and remains in default not less than [seven] days after being notified in writing to make such payment;
(b) the Licensee commits a [material] breach of this agreement (other than failure to pay any amounts due under this agreement) and (if such breach is remediable) fails to remedy that breach within [14] days of being notified in writing to do so;
(c) the Licensee suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the Licensee commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into, any compromise or arrangement with its creditors [other than for the sole purpose of a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee];
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Licensee [other than for the sole purpose of a scheme for a solvent amalgamation of the Licensee with one or more other companies or the solvent reconstruction of the Licensee];
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over the Licensee;
(g) a floating charge holder over the assets of the Licensee has become entitled to appoint, or has appointed, an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the Licensee, or a receiver is appointed over the assets of the Licensee;
(i) a creditor or encumbrancer of the Licensee attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets, and such attachment or process is not discharged within [14] days;
(j) any event occurs, or proceeding is taken, with respect to the Licensee in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.3(c) to clause 15.3(i) (inclusive);
(k) the Licensee suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(l) there is a change of control of the Licensee.
16.1 On expiry or termination of this agreement for any reason and subject to any express provisions set out elsewhere in this agreement:
(a) all outstanding sums payable by the Licensee to the Licensor shall immediately become due and payable;
(b) all rights and licences granted pursuant to this agreement shall cease;
(c) the Licensee shall cease to make any use of the Copyright;
(d) the Licensee shall return promptly to the Licensor at the Licensee's expense all records and copies of any information of a confidential nature communicated to it by the Licensor, either preparatory to, or as a result of, this agreement, to the extent such material remains confidential; and
(e) within [120] days after the date of termination the Licensee shall promptly destroy or, if the Licensor shall so elect, deliver, at the Licensee's expense, to the Licensor or any other person designated by the Licensor, all units of the Licensed Product [including their packaging] that it has not sold within [90] days after the date of termination.
16.2 On expiry or termination of this agreement for any reason other than termination by the Licensor under any right provided by clause 15.3, the Licensee shall for a period of [90] days after the date of termination have the right to sell all stocks of the Licensed Product in its possession and any Licensed Product in the course of manufacture at the date of termination, provided that any royalty payable under the provisions of clause 7 (as if such stocks were supplied at the date of termination) is paid to the Licensor within [90] days after termination.
16.3 The expiry or termination of this agreement for any reason shall not affect any provision of this agreement which is expressed to survive or operate in the event of expiry or termination and shall be without prejudice to the provisions of this clause 16 and to any rights of either party which may have accrued by, at or up to the date of such expiry or termination.
[At its own expense] Each party shall, and shall use all reasonable endeavours to procure that any necessary third party shall, [promptly] execute and deliver such documents and perform such acts as may [reasonably] be required for the purpose of giving full effect to this agreement.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
19.1 This agreement and any documents referred to in it constitute the entire agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
19.2 Each of the parties acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether negligently or innocently made) other than as expressly set out in this agreement.
19.3 Nothing in this clause shall limit or exclude any liability for fraud.
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
If any court or competent authority finds that any provision of this agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this agreement shall not be affected.
This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this agreement, but all the counterparts shall together constitute the same agreement. [No counterpart shall be effective until each party has executed at least one counterpart.]
No person other than a party to this agreement shall have any rights to enforce any term of this agreement.
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of another party, nor authorise either party to make or enter into any commitments for or on behalf of the other party.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, and in such circumstances [the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed OR the affected party shall be entitled to a reasonable extension of the time for performing such obligations], provided that, if the period of delay or non-performance continues for [NUMBER] weeks/months, the party not affected may terminate this agreement by giving [14 days'] written notice to the other party.
26.1 Any notice [or other communication] required to be given under this agreement shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier, to each party required to receive the notice [or communication] as set out below:
(a) Licensor: [NAME OF CONTACT] [ADDRESS]
(b) Licensee: [NAME OF CONTACT] [ADDRESS]
or as otherwise specified by the relevant party by notice in writing to each other party.
26.2 Any notice [or other communication] shall be deemed to have been duly received:
(a) if delivered personally, when left at the address and for the contact referred to in this clause;
(b) if sent by pre-paid first-class post or recorded delivery, at [9.00 am] on the [second] Business Day after posting; or
(c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
26.3 A notice [or other communication] required to be given under this agreement shall not be validly given if sent by e-mail.
26.4 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
Without prejudice to any other rights or remedies that the Licensor may have, the Licensee acknowledges and agrees that damages alone would not be an adequate remedy for any breach of the terms of this agreement by the Licensee. Accordingly, the Licensor shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.
28.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
28.2 The parties irrevocably agree that the courts of England and Wales shall have [exclusive OR non-exclusive] jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.
Signed by [NAME OF LICENSOR] |  | .................... |
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Signed by [NAME OF DIRECTOR] | | .................... Director |
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