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Sample.

This Agreement is made on [insert date]

Parties

  • Chapter 3,  registered office is at 178 Holmfield Road, Blackpool, Lancashire, FY2 9PU (the ‘Owner’); and
  • [insert name], company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] ( the ‘Licensee’).

The parties agree:

  • Definitions and interpretation
    • The following definitions apply in this Agreement:
Digital Content means [specify and identify the digital material which is the subject of the licence].
  • 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 same.
  • Unless the context otherwise requires, words denoting the singular shall include the plural and vice versa, words denoting any one gender shall include all genders and words denoting persons shall include bodies corporate, unincorporated associations and partnerships.
  • 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 any and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world.
  • Unless otherwise stated, time shall be of the essence for the purpose of the performance of the Licensee’s obligations under this Agreement.
  • Unless otherwise stated, references to clauses, subparagraphs, schedules and annexures relate to this Agreement.
  • Grant of rights
    • In consideration of the obligations, warranties and undertakings of the Licensee in this Agreement and subject to and conditional upon their full and timely performance and observance the Owner grants to the Licensee the licence to upload the Digital Content onto the [insert website address for Licensee] website (the Site) to make the Digital Content available to members of the public use from the Site solely for their personal non-business use throughout the period of the Term.
  • Owner’s warranties and limitation on liability
    • The Owner warrants agrees and undertakes with the Licensee that:
      • the Owner is free to enter into this Agreement and grant the Licensee the rights granted in it and is not under any disability restriction or prohibition which might prevent the Owner from performing or observing any of the Owner’s obligations under this Agreement;
      • the Owner has not entered into and shall not enter into any arrangement which may conflict with this Agreement; and
      • to the best of the Owner’s knowledge no part of the Digital Content is obscene, defamatory or offensive to religion or infringes any right of copyright of any third party.
    • The Owner makes no other warranty in relation to the Digital Content and in particular excludes any responsibility or liability for the accuracy, reliability, completeness, merchantability or fitness for purpose of the Digital Content which are matters which the Licensee shall be required to satisfy itself on before making the Digital Content available on the Site. Without limitation to the foregoing the Owner shall not be responsible for any liability incurred by the Licensee in making the Digital Content available to third parties.
    • To the fullest extent permitted by law, the Owner disclaims and excludes any and all liability for loss injury or damage (whether direct or indirect or consequential or incidental or special) arising out of or in connection with the Licensee’s use of the Site and/or the Digital Content including, without limitation, any and all losses incurred by the Licensee or by any third party relating to or resulting from:
      • the accuracy, reliability, completeness, suitability, merchantability or fitness for purpose of the Digital Content;
      • any reliance upon or use of or actions taken or not taken or decisions made on the basis of anything contained in the Digital Content;
      • inability at any time to obtain access to any part of the Digital Content;
      • any computer viruses or spyware or malware of any description or any material which might adversely affect the operation of any computer hardware or software or any communications network.
    • To the extent that the Owner incurs any liability to the Licensee in relation to any loss the Licensee agrees that the liability of the Owner shall not exceed [the amount of the Licence Fee paid by the Licensee to the Owner during the current term of this licence].
  • Remuneration
    • The Licensee agrees to pay the amount of [amount] by [date].
    • The Licensee shall not sell the digital content. The digital content will only be distributed to customers of the Licensee at no cost.
  • Licensee’s undertakings

The Licensee warrants undertakes confirms and agrees with the Owner:

  • all rights and title in and to the Digital Content are expressly reserved to the Owner subject to the licence in clause 2 (Grant of rights);
  • the Licensee shall make the Digital Content available on the Site at the Licensee’s sole cost and expense;
  • the Licensee shall not by any act or omission impair or prejudice the copyright in the Digital Content or violate any moral right;
  • the Licensee shall give full particulars to the Owner as soon as the Licensee becomes aware of any actual or threatened claim by any third party in connection with the Digital Content;
  • the Licensee shall not assign, charge, license, sub-license or otherwise part with possession of the benefit or burden of this Agreement without the prior written consent of the Owner;
  • the Licensee shall maintain the Digital Content in a prominent position on the Site throughout the Term; and
  • the Licensee shall indemnify and keep fully indemnified the Owner from and against all actions, proceedings, claims, demands, costs (including without prejudice to the generality of this provision the legal costs of the Owner on a solicitor and own client basis), awards and damages arising directly or indirectly as a result of any breach or non-performance by the Licensee of any of the Licensee’s undertakings, warranties or obligations under this Agreement.
  • Determination

It shall constitute the repudiation by the Licensee of its obligations under this Agreement and at any time the Owner may serve written notice on the Licensee accepting such repudiation and determining the Licence Period and the Licensee’s rights under this Agreement if:

  • the Licensee fails to pay any amount due under this Agreement in full within three days of its due date and such failure is not remedied within 7 days of receipt of written notice;
  • the Licensee is in breach of any other material term of this Agreement which is incapable of remedy or if capable of remedy is not remedied within 14 days of the Licensee becoming aware of it;
  • any of the Licensee’s representations shall prove to have been incorrect when made or become materially incorrect and the Owner’s rights and entitlements under this Agreement are materially and adversely affected;
  • the Licensee transfers, disposes of or threatens to transfer or dispose of any part of its assets which is likely in the opinion of the Licensor to prevent or materially to inhibit the performance by the Licensee of its obligations under this Agreement;
  • the Licensee is declared or becomes insolvent;
  • the Licensee convenes a meeting of its creditors or proposes or makes any arrangement or composition with or any assignment for the benefit of its creditors or a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the Licensee (save for the purpose of and followed by a voluntary reconstruction or amalgamation previously approved in writing by the Owner) or if an incumbrancer takes possession of or a trustee, receiver, administrator, liquidator or similar officer is appointed in respect of all or any part of its business or assets or any distress, execution or other legal process is levied, threatened, enforced upon or sued out against any of such assets; or
  • the Licensee shall shut down or abandon the Site or maintain the Digital Content on it or announce that it intends to shut down or abandon the Site or maintain the Digital Content on it.
  • Notice
    • 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 shall be in writing and be deemed duly given if signed by or on behalf of the party giving notice and if left at or sent by pre-paid registered or recorded delivery post to the address of the addressee (including email address) as set out at the head of the Agreement or as notified between the parties for the purpose of this clause.
    • Any such notice or other communication shall be deemed to be given to and received by the addressee:
      • at the time the same is left at the address of or handed to a representative of the party to be served;
      • by post on the day not being a Sunday or public holiday, two days following the date of posting;
      • in the case of an email or facsimile transmission or other means of telecommunication, on the next following day.
    • In proving the giving of a notice it should be sufficient to prove that the notice was properly addressed (and posted if sent by post) or left at the relevant address as the case may be or despatched by email to the relevant addresses as relevant or such other addresses as shall be notified by the parties.
  • Miscellaneous
    • Nothing contained in this Agreement shall constitute or shall be construed as constituting a partnership or contract of employment between the parties.
    • The Licensee warrants that it is not the nominee or agent of any undisclosed principal and warrants that it shall assume sole and complete responsibility for the performance of the obligations in this Agreement expressed to be performed by the Licensee.
    • 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 the parties to this Agreement. The Licensee acknowledges that no representations or promises not expressly contained in this Agreement have been made to the Licensee by the Owner or any of its servants, agents, employees, members or representatives.
    • A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 (UK) to enforce any term of the Agreement but this does not affect any right or remedy of a third party which exists or is available apart from pursuant to that Act.
    • This Agreement shall be governed and construed in accordance with the laws of England and Wales whose courts shall be courts of competent jurisdiction.

As witness the hands of the duly authorised representatives of the parties on the day, month and year first above written

Signed by [insert name] )  
for and on behalf of )  
Chapter 3 Academy )  
 
Signed by [insert name] )  
for and on behalf of )  
[insert name of Licensee] )