TERMS AND CONDITIONS 

  1. All capitalised defined terms used in the Key Terms shall apply in these Terms and Conditions.

2. To the extent only of the Licensor’s ownership or control of the Master Recording(s) as set out in the Key Terms, the Licensor hereby grants to the Licensee on a non-exclusive basis the right to synchronise and fix the Master Recording(s) with the Production limited to the Duration, Use, via the Media, throughout the Territory and for the Exploitation Period.

The rights granted in the clause shall be subject always to the Licensee:

2.1 obtaining a separate music publishing synchronisation licence for the composition embodied within the Master Recording(s); and

2.2 obtaining any applicable union clearances and paying any Fees in respect thereof (if any); and

2.3 obtaining any other licence or clearance, and/or making any required payments to performing rights and/or collection societies as a result of the Licensee’s exhibition or other exploitation of the Production.

3. The Licensee shall use reasonable endeavours to provide the Credit acknowledging the ownership of the Master Recording(s) according to industry standard practice.

4. In consideration of the rights granted herein, the Licensee shall pay to the Licensor the Fee(s) plus VAT (where applicable) set out in the Key Terms within thirty (30) days of the date of each invoice sent to the Licensee by the Licensor.  If Licensor does not receive the Fee(s) in accordance with this clause or otherwise as approved by Licensor in writing this Agreement may be terminated by Licensor in accordance with clause 12 and all rights granted hereunder shall cease.

5. The Fee(s) are payable to the Licensor on a most favoured nations basis with the publisher(s) of the composition contained in the Master Recording(s).

6. The Licensor hereby represents and warrants that it has full right, power and authority to enter into this Agreement and to grant to the Licensee the rights set out herein and Licensor agrees to indemnify the Licensee in respect of all damages and reasonable and proportionate outside legal costs in respect of a third party claim resulting from any adjudicated or agreed breach by Licensor of its warranties provided that Licensor’s liability hereunder and in respect of any other claim or breach of this Agreement by Licensor shall in no circumstances exceed the amount of the Fee(s).

7. The Licensee agrees to obtain the clearances and make any and all payments thereon to all musicians and any other parties (other than the Artist) whose performances are included in the Master Recording(s) which may be required by the Musicians Union or any other applicable union or union agreement in connection with the so-called "re-use" of the Master Recording(s) as provided for herein and the Licensee shall indemnify and hold the Licensor free and harmless from any and all re-use Fees, claims, liabilities, costs, losses, damages or expenses, including reasonable outside legal Fees, arising out of or connected with the Licensee's use of the Master Recording(s) hereunder and any breach of this Agreement, including but not limited to the claims of artists, unions, union members and any applicable publishers who are the rightsholder of the composition.

8. Licensee shall indemnify the Licensor in respect of all damages and reasonable and proportionate outside legal costs arising out of a third-party claim relating to any breach or by the Licensee of the terms hereof and any use of the Master Recording(s) except as expressly granted hereunder.

9. It is understood that all rights not expressly granted by Licensor to the Licensee are hereby reserved to Licensor, its successors and assigns. Without limiting the foregoing, the Licensee shall not: (i) manufacture or exploit the Master Recording(s) out-of-context separately or independently of the Production; (ii) remix, make any changes, edits or alterations to the Composition save for timing purposes but not so as to alter the fundamental character of the Master Recording(s); or (iii) exploit the Master Recording(s) by audio-only means.

10. The rights herein granted to the Licensee may not be transferred or assigned by the Licensee, in whole or in part, without the prior written consent of the Licensor to any third party save where such assignment is required in order to allow the Licensee to enact the rights granted herein or to an affiliate or subsidiary of the Licensee or to a party acquiring all or substantially all of the Licensee's assets or the Licensee's rights in and to the Production. In the event the rights granted to the Licensee herein are so assigned, the Licensee shall remain primarily liable for its obligations hereunder unless such assignee shall enter into a direct covenant with Licensor to fulfil all of the Licensee’s obligations hereunder.   Licensor shall be free to assign, sub-license or otherwise deal with the whole or any part of our rights under this Agreement.

11. Upon the expiration of the Exploitation Period and/or otherwise earlier termination of this Agreement all rights granted herein shall immediately cease and terminate and the right to make or authorise any further use or distribution of the Production embodying the Master Recording(s)s or any part thereof or footage or Recording(s)s made hereunder shall also cease and terminate.

12. If the Licensee fails to comply with any of the terms of this Agreement the Licensor may (without prejudice to any other rights the Licensor may have) terminate this Licence by giving to the Licensee thirty (30) days’ notice in writing by email or by registered post or recorded delivery of its intention so to do.

13. This Agreement may only be varied or amended by written agreement signed by all parties. A waiver of any breach of this Licence shall not be construed to constitute a waiver of any subsequent breach of like nature or similar nature in the future.  Nothing herein contained shall give rise to a partnership between us and you.  This Agreement is not intended to nor shall it create any rights, entitlements, claims or benefits enforceable by any person that is not a party to it.  

14. All notices. or any other documents served in respect of this Licence shall be addressed to the party to be served at the address of that party hereinbefore appearing or at such other address for service as may be notified by each to the other in writing and shall be sent by registered letter recorded delivery or via email, marked for the attention of the Licensor’s Head of Business Affairs, to legalnotices@cookingvinyl.com, in the case of notices addressed to the Licensor and  in the case of notices addressed to the Licensee, any such email address of any employee of the Licensee with which the Licensor has been provided or received correspondence, in which event such notice shall be deemed to have been received in the course of the normal post.

15. The parties hereto acknowledge that all terms of this Agreement are strictly confidential and shall not be disclosed to any third party save for either party’s professional advisers or as required by law.

16. This Agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which together constitute one agreement. Signatures delivered via facsimile, scan or other electronic delivery (e.g., PDF) shall be deemed original signatures and shall be deemed the same as exchange by paper copies and shall be binding each party.

17. This Agreement constitutes the entire agreement between the Licensor and the Licensee at the date hereof and the parties hereto enter into it solely on that basis without reliance on any other representations whatsoever.

18. If any part of this Agreement shall be adjudged by any legal authority of competent jurisdiction to be invalid such judgment shall not affect the remainder of this Agreement which shall remain in full force and effect.

19. In the event of any conflict between the Key Terms and these Terms and Conditions the Key Terms shall take precedence.

20. This Agreement and any disputes (including non-contractual disputes) arising out of or in connection with its subject matter or formation shall be governed by English Law and the parties hereto submit to the exclusive jurisdiction of the High Court of Justice in England.