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The Photograph Licence Agreement is a legal document that outlines the terms and conditions for granting a license to use photographs. It is important because it establishes the rights and obligations of both parties involved, namely the licensor and the licensee. The document begins with a brief introduction, stating that the licensor owns the intellectual property rights in the photographs and the licensee wishes to obtain a license to use them. The agreement is then divided into several sections, each addressing specific aspects of the license.
Section 1: Definitions
This section provides definitions for key terms used throughout the agreement, such as commencement date, purpose, schedule, term, and territory.
Section 2: Interpretation
This section clarifies that the clause headings are for reference purposes only and do not affect the interpretation of the agreement. It also states that references to any enactment include amendments, repeals, and future re-enactments.
Section 3: Grant of License
This section outlines the grant of license by the licensor to the licensee. It specifies that the license can be either exclusive or non-exclusive, depending on the agreement between the parties. The licensee is granted the right to use, change, publish, distribute, exhibit, and exploit the photographs for the purpose specified in Schedule 1.
Section 4: Conditions of Use
This section sets out the conditions that the licensee must adhere to when using the photographs. These conditions include using the photos only for the specified purpose, conforming to regulatory requirements, not suggesting endorsement of commercial products or political beliefs, and not distributing or selling the photos to third parties.
Section 5: Payment
This section outlines the payment terms, stating that the licensee must pay a one-time fee specified in Schedule 1. The fee is exclusive of VAT, and the licensee is responsible for any applicable withholding tax. The payment must be made within 7 days of the agreement's execution.
Section 6: Warranty and Indemnity
This section states that the licensee must exercise reasonable skill, care, and diligence in performing the agreement. It also requires the licensee to indemnify the licensor against any claims, liabilities, losses, or expenses arising from the licensee's acts or omissions.
Section 7: Ownership
This section confirms that the licensor is the sole owner of the photographs and prohibits the licensee from taking any actions that may prejudice the licensor's title. The licensee must include the licensor's ownership in its advertisements and media statements.
Section 8: Assignment and Other Dealings
This section allows the licensor to assign, transfer, or charge its rights and obligations under the agreement. The licensee is prohibited from assigning or dealing with its rights and obligations without the licensor's consent.
Section 9: Duration of Agreement
This section specifies the duration of the agreement, which can be a fixed term, continuing term, or renewable term. The agreement may be renewed for one year upon mutual agreement.
Section 10: Termination
This section outlines the termination rights of both parties. The licensor can terminate the agreement with one month's notice, while either party can terminate immediately in the event of a material breach by the other party.
Section 11: Resolving Disputes
This section encourages the parties to resolve any disagreements through good faith negotiations. If resolution is not achieved, they may appoint a mediator or independent expert.
Section 12: Severability
This section states that each provision of the agreement is severable, and if any provision becomes illegal, invalid, or unenforceable, it will be deemed deleted unless it substantially affects the commercial basis of the agreement.
Section 13: Waivers and Amendments
This section clarifies that no failure or delay in exercising rights under the agreement will operate as a waiver, and any amendments or waivers must be in writing.
Section 14: Entire Agreement
This section confirms that the agreement contains the entire understanding between the parties and supersedes any other agreements.
Section 15: Governing Law and Jurisdiction
This section states that the parties will use reasonable endeavors to resolve disputes amicably. If resolution is not possible, the agreement is governed by the laws of the jurisdiction specified in the agreement, and any legal proceedings will be subject to the jurisdiction of the specified courts.
In summary, the Photograph Licence Agreement is a comprehensive document that covers all aspects of granting a license to use photographs. It ensures that both parties understand their rights and obligations and provides a framework for resolving any disputes that may arise.
1. Review the agreement: Familiarize yourself with the entire agreement, paying attention to the definitions, interpretation, and grant of license sections.
2. Determine the license type: Identify whether the license is exclusive or non-exclusive, as this will impact the licensee's rights and obligations.
3. Understand the conditions of use: Ensure that you comply with the conditions outlined in section 4, such as using the photos only for the specified purpose and conforming to regulatory requirements.
4. Make the payment: Pay the one-time fee specified in Schedule 1 within 7 days of executing the agreement to initiate the license.
5. Exercise reasonable skill and care: Perform your obligations under the agreement with diligence and professionalism, as stated in section 6.
6. Indemnify the licensor: Take responsibility for any claims, liabilities, or losses arising from your acts or omissions, as outlined in section 6.
7. Acknowledge ownership: Recognize that the licensor is the sole owner of the photographs and include the licensor's ownership in your advertisements and media statements.
8. Seek consent for assignment or dealing: Obtain the licensor's consent before assigning or dealing with your rights and obligations under the agreement, as stated in section 8.
9. Comply with termination provisions: Adhere to the termination rights outlined in section 10, ensuring that you provide the required notice and remedy any material breaches.
10. Attempt amicable resolution: If a dispute arises, try to resolve it through good faith negotiations before considering legal proceedings, as suggested in section 11.
11. Ensure compliance with governing law and jurisdiction: Understand the applicable laws and jurisdiction specified in the agreement, as stated in section 15, and be prepared to address any legal matters accordingly.
12. Keep a copy of the agreement: Retain a copy of the signed agreement for your records and reference throughout the license period.
Please note that this guidance is a summary and does not cover all the details and nuances of the agreement. It is recommended to consult legal professionals for specific advice and assistance in using the Photograph Licence Agreement.