Example licence

 

1.          This is an agreement between The Cleared Folio Ltd, company registered in England and Wales under company number 11599003 with its registered office at 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ (We/Us/Our) and you (Production Company) {

2.          In consideration of the Production Company's agreement to pay to Us the sum specified on Our website at the time of download (the Fee) for each download of artwork from Our website (the Work), subject to the terms of this agreement and our Terms and Conditions, We hereby:

2.1        confirm that the Work is provided with the relevant seller or artist’s (the Artist) permission for non-exclusive use in connection with Production specified at the time of download (the Production), 

2.2        grant to the Production Company and its affiliates, successors, assignees and licensees the right to film, photograph, and record, the Work within the Production and to exploit the Production (being the final cut of the Production and all prior versions (including the director's cut) and all outtakes and extracts therefrom) including the Work, in whole or in part, worldwide, by any and all media, for the full period of the Artist’s successors' and assignees' rights in the Work and all extensions and renewals thereof and thereafter (insofar as may be or become possible) in perpetuity, including (without limitation) the right to use the Work in connection with, advertising, publicising, exhibiting and exploiting the Production (the rights granted in this paragraph being referred to herein as the Granted Rights).  References to Production herein shall be deemed to include trailers, advertisements, promotional films and music videos, featurettes, documentaries and so-called "behind the scenes" programming relating thereto;

2.3        confirm that We have permission from the Artist, who warrants that: (i) they are either the sole and absolute owner of the copyright and all other rights and property in the Work and have the authority to grant to Us and to the Production Company, or they have the necessary rights and permissions to grant to Us and the Production Company, (and the consent of no other person or entity (including the subject of the Work, if any) is required for the Production to exercise) the Granted Rights; (ii) the Production Company’s exercise of the Granted Rights shall not violate or infringe any rights or interests of any third party (including, without limitation, moral rights); and (iii) they acknowledge that the Production Company has been induced to proceed with the production, distribution and exploitation of the Production in reliance upon this licence agreement;

2.4        confirm that, subject to the Production Company not being in breach of this agreement, the Artist releases the Production Company, its affiliates, successors, assignees and licensees from any and all claims and demands arising out of or in connection with any exploitation of the Granted Rights including, without limitation, any and all claims relating to copyright or trade mark infringement, invasion of privacy, infringement of publicity rights, defamation, and any other personal and/or property rights ((including, without limitation, any moral rights arising under Parts I and II of the Copyright Designs and Patents Act 1988 (CDPA) and all similar rights and all performers’ non-property rights arising under Part II of the CDPA and any similar laws of any jurisdiction in favour of the Artist, throughout the world which the Artist hereby irrevocably and unconditionally waives) in any part of the world and agree not to assert or maintain any such claim against the Company, its affiliates, successors, assignees and/or licensees at any time in the future;

2.5        acknowledge that the Production Company gives no guarantee that the creation of the Production will proceed to completion and the Production Company is not obliged to include the Work in the Production, nor obliged to promote the Work or Artist; and

2.6        agree to keep confidential all matters that could reasonably be deemed to be confidential concerning the Production.

3.          By entering in to this agreement, the Production Company agrees that the Work:

3.1        must not be copied or altered in any way or be used on subsequent productions without further permissions and payment, as detailed in the Terms and Conditions; and

3.2        must not be shown in a negative or derogatory manner. Should the Production Company have a query about their scripted use, it must raise this with Us.

3.3        will be destroyed or held in Production Storage after filming, to ensure the continuing integrity of the clearance permissions. You are prohibited from selling, rehiring the work or gifting to another party, either in digital or physical form.

4.          We shall be entitled to terminate this agreement immediately on written notice if the Production Company commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified to do so.

5.          On expiry or termination of this agreement for any reason, all outstanding sums payable by the Production Company to Us shall immediately become due and payable and all rights and licences granted pursuant to this agreement shall cease, subject to any express provisions set out elsewhere in this agreement.

6.          Other than as expressly set out herein, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, except that the Artist may take direct action against the Production Company as if it were a party to this agreement if the Production Company’s use of the Works extends beyond the Granted Rights or otherwise breaches the terms of this agreement.

7.          This agreement constitutes the entire agreement between us and that this agreement supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

8.          This agreement including any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English Courts.