All Islands - MedSailors Online Video
The license granted herein is conditional upon the Licensee paying the Fee in full within 14 days of the date of the Producer's invoice for such Fee.
In consideration of and subject to payment of the Fee the Producer grants to the Licensee the non-exclusive right to record, edit and use the Work solely in timed synchronisation with and as part of the soundtrack of the Production for transmission on the Licensed Media and in the Territory for the Licence Period as those terms are defined in the Schedule below and in accordance with and subject to the General Terms and Conditions. In the event of a conflict between the Schedule and the General Terms and Conditions the former shall prevail.
It is expressly understood that the copyright in any arrangement of an existing work will be the property of the copyright owner of the work that has been arranged. This does not apply to arrangements of public domain works where a creative contribution has been made, which shall be treated as original compositions and licensed as such. This Licence shall be exclusive to the Licensee for all advertising purposes. Any other usage shall be subject to the agreement of the Licensee and the copyright owner of the work that has been arranged.
1.1 Original musical composition shall mean a musical composition which is original within the meaning of the Copyright Designs and Patents Act 1988 or any statutory modifications or re-enactment thereof for the time being in force.
2. Obligations of the Producer
In consideration of the agreements and undertakings on the part of the Licensee set out below the Licensee agrees to procure a composition and arrangement of an original musical composition as identified in the Schedule and to procure the production and delivery of a soundtrack recording of the same (‘the Work’).
3. Moral Rights
The Producer in recognition of the Licensee’s requirement to be able to use and adapt subject only to Condition 4.2.2 below the Work for the purpose specified in the Licence hereby warrants that all moral rights, wherever in the world enforceable, vested in the Producer or any other person engaged in the creation or production of the Work or any part thereof (whether such person is a company employee or an independent contractor) have been irrevocably and unconditionally waived. Notwithstanding the above, the composer and his publisher/agent will be afforded a printed credit wherever the Licensee, client and film director receive such a credit.
4. Reservation of other rights
Other than the Licence no rights of any kind whatsoever in or relating to the Work are hereby granted or otherwise deemed to be granted to the Licensee and in particular but without detracting from the generality of the foregoing:
4.1 No right or interest in respect of the copyright in the Work is granted to the Licensee;
4.2 Except as described in the Licenced Media the Licence does not confer:
4.2.1 any right to sell, hire or otherwise dispose of copies of the Production;
4.2.2 any right to make any arrangement or re-recording of the Work without the prior consent of the Producer (such consent not to be unreasonably withheld or delayed);
4.2.3 any right to manufacture, sell or use the Production separately from or independently of the particular purpose authorised by the Licence;
4.2.4 any right to perform the Work in public or broadcast;
4.2.5 any and all so-called publishing rights;
4.2.6 any right to authorise others to do any of the above acts in relation to the Work or the Production.
In consideration of the Agreement the Licensee agrees to pay to the Producer the fee specified in the Schedule plus value added tax thereon (‘the Fee’) and such extra charges (if any) as may be agreed. The Fee shall be paid by the Licensee to the Producer no later than 21 days from receipt of invoice (‘the due date’).
5.1 If the Fee is not paid on or before the seventh day following the due date the Producer may, at its sole discretion on this day and at any time thereafter (so long as the Fee or any part thereof remains outstanding), cancel the Licence after giving the Licensee prior notice of its intention to do so. The said Licence shall than cease and determine and be of no further effect.
5.2 In the event that the Fee is not paid by the seventh day following the due date the Producer shall be entitled to seek and to enforce the payment thereof notwithstanding the determination of the Licence in accordance with sub-clause 5.1 above.
6. Required Notifications
The Licensee hereby undertakes and agrees that:
6.1 It will provide the Producer from time to time as requested with full written details of all uses of the Work including the periods and the media and territories in which the production is used, provided that the Producer shall not make any such requests which are unreasonable by virtue of the amount of detail required.
6.2 It will at all times notify and keep the appropriate broadcasting/transmitting authority fully informed of full details of the Work its composer and copyright owner in order that such authority may fully comply with its obligations in respect of payment for the use thereof to such bodies as the Performing Right Society Limited.
7. Trade Union Agreements
The Licensee agrees and undertakes with the Producer that if musicians engaged in the production of the soundtrack are employed under the terms and conditions of the appropriate trade agreement made with the Musicians Union and/or any other existing trade union agreements, the Licensee will at all times observe and comply with the terms and conditions of any such trade agreements insofar as and to the extent that any such agreement relates or is applicable to the use by the Licensee of the Work.
8. Warranties and Indemnities
8.1 The Producer warrants that the Work is an original musical composition and hereby agrees to indemnify the Licensee against all actions claims and demands (including legal fees) in respect of breach of copyright relating to the Work. The Producer further warrants that the Agreement is executed with the full knowledge and agreement of the composer and that it does not conflict with any other agreement which the Producer has made and which is currently in force, and agrees to indemnify the Licensee against any breach of these warranties.
8.2 The Licensee agrees that it will fully and effectively indemnify the Producer against all costs claims expenses and damages (including legal fees) arising from any breach by the Licensee of the agreements warranties and undertakings on its part contained in the Agreement.
8.3 Should the Production include any so-called samples or other additional copyright material, the Producer shall be responsible for all appropriate clearances to meet all terms of the License.
8.4 Where there is doubt about the originality of the Work by either the Producer or the Licensee it is agreed that the opinion of an independent musicologist be sought and the expense shared between both parties. The parties will abide by the opinion given by the musicologist and should either party choose to ignore such opinion the other is released from their obligations in regard to sub-clauses 8.1, 8.2 and 8.3 of this Agreement.
The Licensee may assign the whole (but not part) of its interest under this Agreement provided that written notice of the assignment is given to the Producer, and that any such assignment or transfer shall be made strictly subject to all terms and conditions of this Agreement.
10.1 All rights herein granted shall immediately terminate automatically upon the expiration of the Licence Period.
10.2 The Producer shall have the right to terminate this Licence forthwith if the Licensee commits a material breach of this Licence and fails to remedy the same within fourteen (14) days of being required in writing to do so by the Producer.
10.3 This Licence shall terminate forthwith if the Licensee shall enter into liquidation (other than voluntary liquidation for the purpose of reconstruction or re-organisation) or if the Licensee shall make any composition with its creditors or if a Trustee or Receiver is appointed to take over all or a substantial part of its assets and undertaking and is in control thereof for seven (7) days or more.
10.4 For the avoidance of doubt the Producer shall not be obliged to return the Fee or any part thereof upon termination of this Licence for whatever reason.
11.1 The waiver by the Producer of any of the terms of this Licence shall not be deemed or construed to be a waiver as to the future or as to any other terms of this Licence.
11.2 Notices shall be in writing and sent by first class post, or by facsimile to the current (or last known) address or facsimile number of the principle place of business of the party to be served or to such other address or number as may be notified by such party to the other party as being correct for the service of notices.
11.3 This Licence may not be modified or varied other than in a written document signed by both parties.
11.4 This Licence shall constitute the entire agreement between the parties for the use of the Work and replaces any previous representations and agreements.
11.5 Save to the extent provided herein this Licence is not intended to create or confer any right, entitlement, claim or benefit enforceable by any person not a party to this Licence. Accordingly, save to the extent expressly set out or contemplated in this Licence, no person shall derive any right, entitlement, claim or benefit in relation to this Licence by virtue of the Contract (Rights of Third Parties) Act 1999.
11.6 This Licence shall be subject to the laws of England and the parties agree to submit to the jurisdiction of the English Courts provided that the Producer may commence proceedings in any country in which there is any actual or anticipated breach of this Licence.
The parties acknowledge and agree that the terms of this Licence are confidential and that neither party shall disclose the same or any part thereof to any third party save to their professional advisors as may be necessary and as may be required by law and, at the Producer’s sole election, to the composer and to any other parties from whom the Producer derives authority to enter into this Licence and from whom the Licensee is required to obtain permission to transmit the Production.