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 Licensor’s ownership or control of the Composition(s), the Licensor hereby grants to the Licensee on a non-exclusive basis the right to synchronise and fix the music and lyrics of the Composition(s) (or any agreed part(s) thereof) into and with the Production limited to the Duration, Use, via the Media throughout the Territory and for the Exploitation Period.

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

2.1     obtaining a separate master recording synchronisation licence for the recording(s) of the Composition(s) (the “Recording(s)”);

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; and

2.4     ensuring that any third party exhibiting or otherwise exploiting the Production has obtained the licences or clearances referred to in clause 2.3.

3.              The Licensee shall not except as expressly authorised in the Key Terms edit cut or otherwise alter the Composition(s) or authorise the same without the prior written consent of Licensor nor shall the Licensee use or authorise the use of the Composition(s) separately from the Recordings(s).   

4.              In consideration of the rights granted herein by the Licensor to the Licensee, the Licensee agrees to pay 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 15 and all rights granted hereunder shall cease.

5.              The Fee(s) are payable to the Licensor on a most favoured nations basis with the rights holder(s) of the Master Recording(s).

6.              In accordance with the Media, where the Production is embodied on physical media, the Licensee shall supply to the Licensor free of charge and at its own expense no less than three (3) sample copies of the Production in whichever format is agreed between the parties (email shall suffice) prior to public release of the Production. It is acknowledged that where the Production is only available digitally, the Licensee shall at Licensee’s sole cost enable representatives of the Licensor to view the Production via the Internet prior to public release of the Production.  

7.              The Licensor hereby represents and warrants as follows:-

7.1   it has full right, power and authority to enter into this Agreement and to grant to the Licensee the rights herein set out upon the terms and conditions herein;

7.2   that the Composition(s) is original does not infringe the rights of any third party and that no third party has any claim or interest in respect of the Licensor’s interest in the Composition(s); and

7.3   save as expressly set out herein in accordance with clause 9 that Licensor has obtained all consents and permissions from all third parties for the exercise of the Licensee’s rights hereunder.

8.              The Licensor agrees to indemnify the Licensee in respect of all damages and reasonable and proportionate outside legal costs arising out of a third party claim relating to any adjudicated or agreed breach by Licensor of these warranties provided that (i) the Licensee notifies the Licensor of any such claim as soon as reasonably practicable, and (ii) the Licensor shall be entitled to control the defence of any such claim at its election and the Licensee does not prejudice the Licensor’s defence or in the alternative settle any such claim without the prior written consent of the Licensor. Notwithstanding the foregoing, the Licensor’s liability hereunder shall not exceed the amount of the Fee.

9.              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 Composition(s) which may be required by any applicable union or union agreement in connection with the so-called "re-use" of the Composition(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 Composition(s) hereunder, including but not limited to the claims of artists, unions, union members and any applicable record labels who are the rightsholder of the Recording(s).

10.            The 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 by the Licensee of the terms hereof and any use of the Composition(s) except as granted hereunder. 

11.            It is understood that all rights not specifically and expressly granted by Licensor to the Licensee hereunder are hereby reserved to Licensor, its successors and assigns. It is further understood that the licence granted to the Licensee hereunder is subject to the terms of the Key Terms and solely applies to the Use and Media in relation thereto and is for no other purpose. The right to utilise the Composition(s) in any other form including, but not limited to, phonograph records, pre-recorded tapes or audio cassettes or any other contrivance or appliance bearing or used for emitting sounds (including, but not limited to CDs and audio only digital files such as MP3s) is expressly prohibited and excluded by the Licensor from the licence granted to the Licensee hereunder, and such rights are expressly reserved by the Licensor. 

12.            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 SAVE  THAT such rights may be transferred or assigned without such consent to any third party 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 the Licensor to fulfil all of the Licensee’s obligations hereunder.   

13.            In the event that the Licensee should be adjudicated bankrupt, or take advantage of the insolvency laws of any state, territory, or country, or if a permanent receiver, trustee, or similar court officer should be appointed by a court of competent jurisdiction to administer the Licensee's affairs, or if the Licensee should voluntarily or involuntarily go out of business or attempt to assign, mortgage or pledge all or substantially all of the Licensee's assets for the benefit of the Licensee's creditors, or attempt to assign the Agreement (except as permitted herein) or sub-licence or terminate any of the Licensee's rights or duties hereunder, or attempt to sell, mortgage or pledge the Composition(s) without the Licensor's prior written consent, this Agreement and the licences granted hereunder shall automatically terminate immediately upon the occurrence of any such contingency without prejudice to any claim which the Licensor may have for damages or otherwise in the premises. 

14.            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 Composition(s) or any part thereof or footage or recordings made hereunder shall also cease and terminate.

15.            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 Agreement 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.

16.            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.

17.            All notices, writs, legal process or any other documents served under or 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. 

18.            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.

19.            This Agreement may be executed in 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.

20.            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.

21.            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.

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

23.            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.