Copyright License Agreement whereby the Licensor grants the Licensee the right to use the copyright works for commercial production. This is drafted in Neutral Form.
The Licensor has created a work in which copyright subsists entitled [WORK] brief particulars of which are set out in Schedule 1 and is the legal and beneficial owner of the copyright.
The Licensor has agreed to grant a licence to the Licensee to use and reproduce the copyright on the terms and conditions of this Agreement.
The Licensee shall supply to the Licensor at least two months prior to the date of production samples of the Products together with all proposed containers, packaging, display, promotional and advertising material (including all signs and artwork in that respect) for the Licensor's prior approval (and such approval shall not be unreasonably withheld).
The Licensor shall use its reasonable endeavours to notify the Licensee within 21 days whether approval is given under clause 5.1 and/or shall notify the Licensee of the details of any modifications which the Licensor may reasonably require to ensure the proper depiction of the Copyrights on the Products and that the Standards of Quality are achieved.
If any new Products are to be made or produced by the Licensee during the Term or if the design or the Products are to be changed significantly whereby the application of the Copyrights or the quality of the Products are modified then new samples must be submitted to the Licensor for its approval under clause 5.1.
Failure by the Licensor to notify the Licensee of approval within the time period specified in clause 5.2 shall not be deemed to be approval.
For the purpose of ensuring that the Licensee is complying with the Standards of Quality:
(a) the Licensee shall as reasonably requested by the Licensor from time to time supply to the Licensor at the Licensee's expense samples of the Products for the purpose of inspecting and testing them; and
(b) the Licensor may itself or by its authorised representative on reasonable notice and at the Licensor's own expense visit the Licensee's premises during normal business hours to inspect the method of manufacture of the Products, the materials used, and the packaging and storage of the Products.
The Licensee shall ensure that all Products meet the Standards of Quality at all times and shall promptly take all steps to remedy any failure to achieve the Standards of Quality. If the Products are not approved by the Licensor under clause 5.1 the licensee shall without delay on receipt of notice from the Licensor:
(a) withdraw those Products from production and sale;
(b) correct or destroy those Products; or
(c) remove the Copyrights from any Products which the Licensor directs.
The Licensor may inspect the corrected Products before they are marketed or sold.
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