1. Interpretation
    The following definitions and rules of interpretation apply in this agreement.
    1. Definitions:
      Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
      Copyright: all copyright and rights in the nature of copyright subsisting in the Work in any part of the world to which the Licensor is, or may become, entitled.
      Effective Date: the date of this agreement.
      Guidelines: the conditions of the Licensor with regard to the use of the Work.
      Work: the work described in Schedule 1.
      New Work: any new work which is derived from the original Work
    2. Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
    3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.
    4. 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.
    5. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
    6. References to clauses and Schedules are to the clauses and Schedules of this agreement.
    7. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
    8. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
    9. A reference to any party shall include that party's personal representatives, successors and permitted assigns
    10. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time
    11. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
    12. A reference to writing or written includes fax but not email.
    13. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
    14. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
  2. Confidentiality
    1. Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, nor any of the terms of this agreement, except as permitted by clause 2.2.
    2. Each party may disclose the other party's confidential information:
      1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party's obligations under this agreement. Each party shall procure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with the obligations set out in this clause 2 as if they were a party to this agreement; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use any other party's confidential information for any purpose other than to perform its obligations under this agreement.
  3. Protection of the Copyright
    1. You shall immediately notify Us in writing, giving full particulars, if any of the following matters come to its attention:
      1. any actual, suspected or threatened infringement of the Copyright; or
      2. any claim made or threatened that exploitation of any of the Work infringes the rights of any third party; or
      3. any other form of attack, charge or claim to which the Copyright may be subject.
    2. In respect of any of the matters listed in clause 3.1:
      1. We shall, at his absolute discretion, decide what action to take, if any; or
      2. We shall have exclusive control over, and conduct of, all claims and proceedings; or
      3. You shall not make any admissions other than to Us and shall provide Us with all assistance that We may reasonably require in the conduct of any claims or proceedings; or
      4. We shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for its own account.
    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.
    4. We warrant that:
      1. We are the sole legal and beneficial owner of, and owns all the rights and interests in, the Copyright; and
      2. the Work is his original work and has not been copied wholly or substantially from any other source.
    5. Nothing in this agreement shall constitute any representation or warranty that the exercise by You of rights granted under this agreement will not infringe the rights of any person.
  4. Moral rights
    1. We, being the sole author of the Work, asserts the moral right of the Licensor under Chapter 4 of the Copyright, Designs and Patents Act 1988 to be identified as the author of the Work.
  5. Liability, indemnity and insurance
    1. To the fullest extent permitted by law, We shall not be liable to You for any costs, expenses, loss or damage (whether indirect or consequential and whether economic or other) arising from the exercise by You of the rights granted to it under this agreement.
    2. You shall indemnify the Us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Us arising out of or in connection with:
      1. Your exercise of the rights granted to it under this agreement;
      2. Your breach or negligent performance or non-performance of this agreement;
      3. the enforcement of this agreement.
    3. This indemnity shall apply whether or not We have been negligent or at fault.
    4. Nothing in this clause shall restrict or limit Our general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
    5. Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
  6. Additional obligations of the Licensee
    1. You shall:
      1. perform its obligations in connection with the use of the Work with all due skill, care and di ligence including good industry practice;
      2. only make use of the Copyright for the purposes authorised in this agreement; and
      3. comply with all regulations and practices in force or use in the Territory to safeguard Our rights of the Licensor in the Copyright.
    2. You shall not, nor directly or indirectly assist any other person to, do or omit to do anything to diminish Our rights in the Copyright or the Work.
    3. You acknowledge and agree that the exercise of the licence granted to You under this agreement is subject to all applicable laws, enactments, regulations and other similar instruments in the Territory, and You understand and agree that You shall at all times be solely liable and responsible for such due observance and performance.
  7. Sub-licensing
    1. You shall not have the right to grant to any person a sub-licence of any of its rights under this agreement.
  8. Assignment and other dealings
    1. You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.
    2. We may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights or obligations under this agreement, provided that We give prior written notice to You.
    3. Notwithstanding clause [2], We when assigning any or all of its rights under this agreement may disclose to a proposed assignee any information in its possession that relates to this agreement or its subject matter, the negotiations relating to it and the Licensee which it is necessary to disclose for the purposes of the proposed assignment, provided that no disclosure pursuant to this clause 8.3 shall be made until notice of the identity of the proposed assignee has been given to You.
    4. We may subcontract or delegate in any manner any or all of its obligations under this agreement to any third party, provided that it gives written notice of such subcontract or delegation to the You.
    5. You shall, at Our request, 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, transfer, mortgage, charge or other dealing referred to in clause 8.2.
    6. We may, after having given prior written notice to the other party, assign and transfer all of its rights and obligations under this agreement to any person to which it transfers all of its business, provided that the assignee undertakes in writing to the other party to be bound by the obligations of the assignor under this agreement.
  9. Consequences of termination
    1. On expiry or termination of this agreement for any reason and subject to any express provisions set out elsewhere in this agreement:
      1. all rights and licences granted pursuant to this agreement shall cease;
      2. You shall cease to make any use of the Copyright save as set out in this clause;
      3. You shall return promptly to Us at Your 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, all copies of such material to the extent such material remains confidential.
    2. Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
    3. Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
  10. Further assurance
    1. Each party shall (at its own expense) 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.
  11. Waiver
    1. 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
  12. Entire agreement
    1. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
    2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
  13. Variation
    1. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
  14. Severance
    1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
    2. If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
  15. Counterparts
    1. This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute the one agreement.
    2. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
    3. 15.3Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by fax, or email (in PDF, JPEG or other agreed format), shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
  16. Third party rights
    1. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
  17. No partnership or agency
    1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
  18. Force majeure
    1. 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 result from events, circumstances or causes beyond its reasonable control. 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. If the period of delay or non-performance continues for six months, the party not affected may terminate this agreement by giving 14 days written notice to the affected party.
  19. Notices
    1. Any notice or other communication given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by pre-paid first class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or sent by fax to its main fax number.
    2. Delivery of a notice is deemed to have taken effect (provided that all other requirements in this clause have been satisfied) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; or if sent by fax, at 9.00 am on the next Business Day after transmission; or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
    3. This clause 19 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
  20. Inadequacy of damages
    1. 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 to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.
  21. Governing law
    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.
  22. Jurisdiction
    1. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).