Copyright Licence Agreement whereby the Licensor grants the Licensee the right to use the copyright works for commercial production. This is drafted in favour of the Licensor.
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 undertakes that:
(a) it shall use the Copyrights only in relation to Products which conform to the Standards of Quality;
(b) the Products shall conform to any statutory or other regulatory requirements in respect of them which may be applicable from time to time within the Territory; and
(c) the Products shall not be defective in terms of workmanship, materials or otherwise and shall not be constructed of dangerous materials which are not suitable for any of the Products in relation to their intended or reasonably anticipated use.
The Licensor shall inform the Licensee of the Standards of Quality at the commencement of this Agreement and of any modifications as they may occur and shall give the Licensee such technical information and know-how which it may possess and which it considers may assist the Licensee to manufacture, package and store the Products in accordance with the Standards of Quality. The Licensee shall keep confidential, both during this Agreement and after its termination, any information supplied to it under the provisions of this clause which the Licensor designates as being confidential at the time it is supplied and shall, in any event, only make use of the information for the purposes of manufacturing, packaging and storing the Products under this Agreement.
The Licensee further undertakes that:
(a) it shall use the Copyrights (including without limitation the presentation of the Copyrights on the Products, containers, packaging, display, promotional and advertising material) in the form stipulated by the Licensor and shall observe any direction given by the Licensor as to colours and size of the representations of any of the Copyrights and their manner and disposition on the Products and their containers, packaging, display, promotional and advertising material;
(b) all Products and packaging for them shall bear wording to the effect that they are made under licence from the Licensor and shall carry the notice required by the provisions of the Universal Copyright Convention, the precise terms and placing of which shall be reasonably requested by the Licensor;
(c) it shall, when requested to do so by the Licensor, supply the Licensor with details of all complaints made by customers relating to the Products together with reports on the manner in which the complaints are being or have been dealt with and shall comply with any reasonable directions or recommendations given by the Licensor in respect of them;
(d) it shall be responsible for ensuring that all other requirements relating to labelling, packaging, advertising, marking and similar matters are complied with; and
(e) it shall consult with the Licensor as to the form and content of all advertising and promotional material in which any of the Copyrights appear and the Licensee undertakes not to use or distribute the material unless and until the Licensor has approved it.
Nothing contained in this Agreement shall entitle the Licensee to use the Copyrights as part of any corporate business or trading name or style of the Licensee.
The Licensee shall not alter in any way the Copyrights except to the extent absolutely necessary for use in relation to the Products provided always that any intellectual property rights arising in respect of the alterations shall vest in the Licensor.