LICENSEE MERCHANDISING LICENCE AGREEMENT

Transcription

1 LICENSEE MERCHANDISING LICENCE AGREEMENT THIS AGREEMENT ("the Agreement") is made on BETWEEN: (1) (Agent s Name), whose registered office is at (...Agent s Address...), (the "Agent") acting as agent for and on behalf of (Owner s name) of ( Owner s address...) (the "Owner"). (2) The Licensee named in the Schedule to this Agreement. WHEREAS: A. The Owner owns the Licensed Properties listed in the Schedule to this Agreement. B. By an agreement dated ( insert date ) the Owner appointed the Agent to act on the Owner s behalf in licensing the Licensed Properties to various third parties. C. The Licensee wishes to be granted a licence to use the Licensed Properties on or in connection with the Licensed Products for the purposes of selling the Licensed Products in the Retail Outlets and the Agent on behalf of the Owner wishes to grant the Licensee such licence subject to the terms and conditions contained in this Agreement. NOW IT IS HEREBY AGREED AS FOLLOWS: DEFINITIONS 1. In this Agreement, unless the context otherwise requires or the contrary appears the following words and phrases shall bear the meanings shown: (a) "Advance" shall mean the non-returnable sum specified in the Schedule. (b) "Copyright Work(s)" shall mean the copyright work or copyright works listed in the Schedule. (c) "Deemed Minimum Price" shall mean the price or prices specified in the Schedule. (d) "Distribution Date" shall mean the date by which the Licensed Products shall be available for shipment to the Retail Outlets as designated in the Schedule. (e) "Distribution Method" shall mean the method or methods of distribution and sale of the Products as specified in the Schedule. (f) "Effective Date" shall mean the date of commencement of this Agreement as specified in the Schedule. (g) "Guarantee" shall mean the minimum amount of Royalties as specified in the Schedule to be paid to the

2 Licensor in each Guarantee Period. (h) "Guarantee Period" shall mean the period or periods specified in the Schedule. (i) "Licence" shall mean the licence granted to Licensee under sub-clause (a) of Clause 2. (j) "Licensed Product(s)" shall mean those items of merchandise listed in the Schedule which make use of the Licensed Properties or to which the Licensed Properties have been applied. (k) "Licensed Properties" shall mean all or any of the Trade Mark(s) and the Copyright Work(s). (l) "Licensee's Selling Price" shall mean the price of the Licensed Products set out in the Schedule excluding only Value Added Tax and/or any other similar sales tax. (m) "Minimum Sales Period" shall mean the period specified in the Schedule. (n) "Minimum Sales Quantity" shall mean the minimum quantity of Sales, less Returns as specified in the Schedule to be made during the Minimum Sales Period. (o) "Net Receipts" shall mean the amount charged or invoiced by the Licensee in respect of Sales of units of the Licensed Products less discounts and any other allowances or deductions and excluding any Value Added Tax and/or similar sales tax. (p) "Notices" shall mean the copyright and/or trade mark notices appropriate to the Licensed Properties as specified in the Schedule. (q) "Packaging" shall mean any packaging to be used in the distribution or sale of the Licensed Products. (r) "Production Run" shall mean the quantity of units specified in the Schedule of each Licensed Product. (s) "Publicity Material" shall mean promotional advertising and packaging material which makes use of the Licensed Properties or to which the Licensed Properties have been applied and with which the Licensee promotes the sale of the Licensed Products. (t) "Retail Outlet(s)" shall mean the retailer(s) specified in the Schedule. (u) "Royalties" shall mean the royalties accruing to the Owner from Sales of units of the Licensed Products as a result of multiplying for each Licensed Product the Licensee's Selling Price by the Sales and the Royalty or (as indicated 2

3 in the Schedule) the Net Amount by the Royalty. (v) "Royalty" shall mean the Royalty specified in the Schedule. (w) "Sales" shall mean any sales of units of the Licensed Products which shall be deemed to take place on the date of shipment thereof to the Licensee's customers, or at the date of the Licensee's invoice to their customers in respect thereof, whichever is earlier; (x) "Schedule" shall mean the Schedule attached to the end of this Agreement. (y) "Term" shall mean (subject to the provisions for earlier determination contained in this Agreement) the period of time specified in the Schedule. (z) "Territory" shall mean the country or countries or geographical area specified in the Schedule. (aa) "Trade mark(s)" shall mean the trade mark or trade marks listed in the Schedule. GRANT 2. (a) Subject to the provisions of this Agreement the Owner hereby grants the Licensee throughout the Territory for the duration of the Term a non-exclusive licence to produce by any process of manufacture the Licensed Products incorporating the Licensed Properties for sale by the Licensee to the Retail Outlets and/or by the Distribution Method in accordance with the terms of this Agreement (b) Nothing in this Agreement shall prevent the Owner from dealing with the Licensed Properties in any way or for any purpose whatsoever and the Owner shall have and retain the sole and exclusive right to licence any third party to utilise the Licensed Properties in connection with any articles other than and in addition to the Licensed Products which retained right may be exercised by the Owner concurrently with the rights licensed by this Agreement. ADVANCE, ROYALTIES AND GUARANTEE 3. (a) In consideration of the Licence the Licensee shall pay to the Agent on behalf of the Owner: (i) The Advance, recoupable against the Royalties, on signature of this Agreement: and (ii) The Royalties in respect of Sales calculated on a sale and no return basis on units of the Licensed Products supplied by the Licensee to any third parties or other persons supplied by the Licensee, less only the Advance. (b) If Royalties are calculated as a percentage of the Licensee's Selling Price then if the Licensee's Selling Price for any of the Licensed Product is less then the Deemed Minimum Price for such Licensed Product, the Royalty shall be calculated 3

4 as a percentage of the Deemed Minimum Price. (c) If the total Royalties accruing to the Owner at the end of any Guarantee Period shall not exceed the Guarantee applicable to such Guarantee Period the Licensee shall pay to the Licensor not less than the Guarantee applicable to such Guarantee Period in lieu of such total Royalties accruing to the Owner. ACCOUNTANCY AND PAYMENT 4. (a) The Licensee shall during the Term prepare statements showing for each of the Licensed Products the Net Receipts or Licensee's Selling Price, quantity of Sales and the Royalties due to Licensor to the end of each calendar quarter (commencing the end of the first calendar quarter following the Effective Date) and shall and render to the Agent (for the attention of ( individual ) at the Agent s address as set out in this Agreement) within fifteen days of the end of each respective calendar quarter such statements and any Royalties shown due. In addition such statements give particulars of the precise quantity and description of the Licensed Products manufactured and sold by the Licensee and any variation to the Licensee's Selling Price for each of the Licensed Products, together with any other information necessary to enable the Agent to calculate and verify the accuracy of the Royalties payable and any other information requested by the Agent or the Owner from time to time. (b) In the event that no units of the Licensed Products are sold and in respect of any calendar quarter the Licensee shall nevertheless be obliged to submit a statement to the Agent in accordance with sub-clause (a) of this Clause showing a nil return (c) All monies due to the Owner under this Agreement are exclusive of VAT. The Owner's VAT registration number is ( number ) and the Licensee shall pay VAT in addition to all such monies paid or payable to the Owner in accordance with statutory regulations at the time of payment of such monies or upon receipt of the Owner's invoice thereof. (d) Timely receipt by the Owner and the Agent of statements and payments due to the Owner under this Agreement is of the essence of this Agreement and in the event that the Licensee fails to make any payment within thirty days of the date on which payment was due the Licensee shall in addition to the amount due pay to the Owner interest on such amount at the rate of( X% above X Bank plc ) base rate calculated from the date payment of such amount was due until the date of receipt of such amount by the Agent. Such interest shall be payable notwithstanding termination of this Agreement for any reason and shall be payable as well before as after any judgement. (e) The Licensee expressly undertakes and agrees: (i) to keep proper production records and books of accounts ("Accounts") showing the quantity and any variation to the Licensee's Selling Price and Net Receipts and description of the Licensed Products manufactured, produced, sold or otherwise disposed of (as applicable) under this Agreement; and (ii) to keep the Accounts separate from any other records which do not relate solely to the Licensed Products; and (iii) to permit the Owner or their duly authorised representatives at all reasonable times and on request to inspect and take copies or extracts from the Accounts and to provide the Owner or their said representatives with such further information as is reasonably required to including (but not limited to) allowing the Owner or their duly authorised representatives access to the 4

5 Licensee's place of business and the Licensee's warehouse or such other places as the Licensed Products are made, sold or stored In the event that such inspection reveals that further monies are due to the Owner the Licensee shall reimburse to the Owner the reasonable costs of such examination and audit including but not limited to the fees of any independent accountant retained by the Owner in connection therewith and shall within seven days pay the Agent any further monies owed and any interest chargeable pursuant to sub-clause (d) of this Clause in respect of such sums; and (iv) to preserve the Accounts for a period of not less than six years from the termination or expiration of this Agreement; and (v) if so requested by the Owner to render an annual independent auditor's certificate. APPROVAL OF LICENSED PRODUCTS AND PUBLICITY MATERIAL 5. (a) The Licensee hereby undertakes to ensure that the Licensed Products produced under this Agreement the Packaging and the Publicity Material shall be of a quality approved by the Owner from time to time. (b) Prior to production of the Licensed Products and Packaging and before marketing distributing, promoting or selling the Licensed Products and Packaging or distributing the Publicity Material the Licensee shall provide the Owner (for the attention of ( individual ) at the Owner's address as set out in this Agreement) with 2 final mock ups of each of the Licensed Products each (incorporating the exact design, relevant Notices and quality of the Licensed Products) any Packaging and any Publicity Material (together the "Sample") together with a request in writing for approval of such Sample. 5

6 (c) The Owner shall use reasonable efforts to inform the Licensee within thirty days of receipt of the Licensee's request for approval of any Sample whether or not such Sample is acceptable and it is agreed that there shall be no use whatsoever of the Licensed Properties or the Licensed Product or Packaging or Publicity Material for which such Sample was submitted by the Licensee other than for the purpose of complying with the requirements of this and the preceding sub-clauses of this Clause unless and until the Licensee has the express written consent of the Owner to proceed to produce a final production sample (the Production Sample ) of such Licensed Product or Packaging or Publicity Material in accordance with the approved Sample. (d) The Licensee shall provide the Owner (for the attention of ( individual ) at the Owner's address as set out in this Agreement) with 2 Production Samples of each Licensed Product prior to manufacture of such Licensed Product together with a request in writing for approval of such Production Samples The Licensee warrants that the Production Samples for each Licensed Products shall conform in every way to the approved Sample for such Licensed Product. (e) The Owner shall use reasonable efforts to inform the Licensee within thirty days of receipt of the Licensee's request for approval of any Production Sample whether or not such Production Sample conforms to the Sample thereof and it is agreed that there shall be no use whatsoever of the Licensed Properties or the Licensed Product or Packaging Material or Publicity for which such Production Sample was submitted by the Licensee other than for the purpose of complying with the requirements of this and the preceding sub-clauses of this Clause unless and until the Licensee has the express written consent of the Owner to proceed to manufacture in accordance with such approved Production Sample. The Licensee warrants that each Licensed Product shall conform in every way to the approved Production Sample thereof and further warrants that all and any Packaging and Publicity Material shall accord with the Packaging and Publicity Material approved by the Owner in accordance with the provisions of this Clause. (f) The Licensee shall further provide the Owner (for the attention of ( individual ) at the Owner's address as set out in this Agreement) with 12 further true and accurate samples (the "Further Samples") of each Licensed Product and Packaging and the Publicity Material on or before the Distribution Date for such Licensed Product. (g) The Licensee hereby undertakes not to make any alterations, modifications or changes to any Licensed Products, Packaging or Publicity Material without having first obtained the specific consent in writing of the Owner. In the event that the Licensee wishes at any time during the Term to make any alterations, modifications or changes to any Licensed Product, Packaging or the Publicity Material then the Licensee acknowledges and accepts that it shall be obliged to re-submit a true and accurate sample of such Licensed Product or Packaging or Publicity Material (as applicable) incorporating such alterations, modifications or changes pursuant to the provisions of sub-clauses (a) to (f) of this Clause. (h) The Licensee further warrants that the Licensed Products, the Packaging and the Publicity Material will conform in every respect with the image and ethos of the Licensed Properties and the Owner. Without limiting the foregoing all artwork for the Licensed Products and all samples (which shall include but not be limited to a specific description of "the concept of articles to be licensed and colour drawings or initial moulds pre-production samples or painted moulds) must be passed for quality and suitability by the Owner before any of the Licensed Products are distributed in any way. 6

7 (i) The Licensee undertakes that upon request by the Owner and at the Owner's cost, which shall be the Licensee's best trade price, the Licensee will supply to the Owner samples each of the Licensed Products, the Packaging and the Publicity Material as manufactured sold or issued. (j) The Licensee shall not manufacture, produce or sell more units of any Licensed Product than the Production Run for such Licensed Product without the Owner s prior written consent. (k) Without limiting the foregoing, the Licensee warrants that the Licensed Products will at all times conform and comply with all relevant laws and regulations applicable to the production and sale of the Licensed Products in the Territory. The Owner shall have no responsibility in connection therewith. The Licensee further warrants and represents that the Licensed Products, the Packaging and the Publicity Material shall be in all respects safe, non-injurious of satisfactory quality and fit for their intended use and shall not violate the rights of any other party. (l) The Licensee agrees that prior to the sale of the Licensed Products the Licensee will procure at its own expense satisfactory insurance on behalf of itself and the Owner in respect of liability to the public at large concerning the Licensed Products. The Licensee will ensure that the interest of the Owner in the said policy of insurance is duly endorsed thereon and at the request of the Owner will produce the policy of insurance duly endorsed and the receipt for the last premium thereof. The extent of such insurance to be at the discretion of the Licensee but in any event not less than: (i) (ii) 1,000,000 in respect of any single claim; and 3,000,000 in respect of any series of related claims. TRADE MARKS 6. (a) The Licensee acknowledges and agrees that the Owner is the proprietor of the Trade Marks and the Licensee shall cause to appear on or in relation to the Licensed Products sold under the Trade Marks and on the Packaging and Publicity Material the Notices specified in the Schedule and any such other notices that the Owner shall request from time to time. (b) The Licensee hereby undertakes not to use the Trade Marks at any time in a manner likely to prejudice their legal protection or validity and in particular but without prejudice to the generality of the foregoing the Licensee shall ensure that any of the Licensee's logos or trade marks, if incorporated on the Licensed Products or the Publicity Material (subject to the Licensee having obtained the Owner's prior written approval), are kept entirely separate from the Trade Marks and shall not be used in any manner which could lead to confusion as to the ownership of the Trade Marks. (c) The Licensee acknowledges that all rights in the Trade Marks including all and any goodwill therein, other than those rights specifically granted under this Agreement are reserved to the Owner as the owner thereof and the Licensee shall not acquire any further rights of whatsoever nature in the Trade Marks or goodwill therein as a result of the Licensee's use thereof and all benefits of whatever nature obtained through the use of the Trade Marks by the Licensee shall enure to the benefit of the Owner as the owner thereof. (d) Except as provided by this Agreement the Licensee shall not without the prior written consent of the Owner make use of the name of the Owner or any 7

8 trade marks, indications of origin, copyright material, character names or appearances of characters belonging to the Owner whether or not specifically related to the Licensed Properties. COPYRIGHT 7. (a) The Licensee shall cause to appear on or in relation to the Licensed Products and the Packaging and the Publicity Material the Notices specified in The Schedule and any other such notices that the Owner shall request from time to time (b) The Licensee hereby specifically acknowledges that all of the Licensee's present and future artwork, designs, photographs and dummies contained in or forming part of the Licensed Products developed pursuant to this Agreement which include, reproduce, or embody the Licensed Properties (the "Works") created by the Licensee by virtue of or in anticipation of the Licence are used by the Licensee with the written express authority of the Owner and may only be used during the Term in accordance with the terms of this Agreement MORAL RIGHTS 8. The Licensee hereby irrevocably and unconditionally waives, or shall obtain irrevocable and unconditional waivers of, in favour of the Owner any and all moral rights (whether conferred by the Copyright, Designs and Patents Act 1988 or otherwise) which the Licensee may own or hereafter possess in respect of the Works and warrants that to the extent that the Works will be or have been created by employees of the Licensee in the course of their employment there is and will be no obligation requiring the said employees to be identified either in or on published copies of the Works or in or on units of the Licensed Products or on the Publicity Material or Packaging RESTRICTION OF ADVERTISING AND PUBLICITY 9. The Licensee shall not make or authorise the making of any Publicity Material in the nature of a film, radio, video or television commercial featuring the Licensed Properties or the Licensed Products without prior consultation with and the specific written approval from the Owner. The Licensee shall further obtain the prior express approval of the Owner on all Publicity Material used pursuant to the Licensed Products in accordance with Clause 5 above. INDEMNITY 10. (a) The Licensee hereby indemnifies saves and holds the Owner harmless from any and all loss or damage (including court costs and legal fees) arising out of or in any way connected with any actions, claims, costs, demands and/or expenses brought against, suffered or incurred by the Owner jointly or separately resulting from acts or omissions of the Licensee in connection with this Agreement or otherwise or the Licensed Products which are in breach of or inconsistent with the Licensee's obligations warranties representations or agreements under this Agreement (b) The Licensee further agrees to reimburse the Owner on demand for any payment made by them at any time after the date of expiry or earlier termination of this Agreement with respect to any claim arising out of the indemnities given by the Licensee to the Owner under this Agreement. 8

9 (c) The Owner hereby indemnifies, saves and holds the Licensee harmless from any and all loss or damage (including court costs and legal fees) arising out of or in any way connected with any actions, claims, costs, demands and/or expenses brought against suffered or incurred by the Licensee resulting from acts or omissions of the Owner in connection with this Agreement which are inconsistent with the Owner s obligations under this Agreement. NO AGENCY 11. (a) The Licensee acknowledges that it is not an agent of the Owner or the Agent and hereby undertakes not to hold itself out as such when exploiting the Licence granted by this Agreement (b) The Licensee hereby agrees that the Owner shall not be liable for and shall not be bound by any representation, act or omission whatsoever of the Licensee and the Licensee hereby further indemnifies the Owner and the Agent against any actions claims cost demands and expenses whatsoever arising from a breach of the provisions of this Clause. NO ASSIGNMENT OR SUB-LICENCE 12. The Licensee shall not assign, transfer, sub-license, purport to mortgage or charge or in any other way dispose of the benefit or burden of the Licence or any part thereof. REASONABLE ENDEAVOURS 13. (a) The Licensee shall use reasonable endeavours to exploit the Licence granted by this Agreement to the best advantage of the Owner and to promote the sale of the Licensed Products and subject to the provisions of this Agreement shall allocate sufficient resources, materials and labour to make the Licensed Products easily available to retail customers throughout the Territory for the duration of the Term. (b) The Licensee agrees to and undertakes to manufacture the Licensed Products in sufficient quantities and available for distribution by the Distribution Date. SALES 14. (a) The Licensee will ensure (so far as it is reasonably able) that the Licensed Products shall not be supplied either directly or indirectly to any third party intending to distribute the same gratuitously for publicity or otherwise unless the Licensee first obtains permission in writing from the Owner. (b) The Licensee shall not use the Licensed Products or sell or in any way dispose of the Licensed Products to any person other than the Owner for use of the Licensed Products either by themselves or in association with any other products, matters, goods or services in sales or promotional activities or as premiums or in incentive programmes of any kind without obtaining the prior written approval of the Owner. (c) The Licensee shall forthwith notify the Owner and furnish the Owner with names and full particulars of any person other than the Owner who has approached the Licensee with a view to utilising the Licensed Products as 9

10 described in sub-clause (b) of this Clause or to selling the Licensed Products by any means (d) The Licensee shall not sell or supply any Licensed Products outside the Territory or to persons who so far as the Licensee is or ought reasonably to be aware will sell or supply Licensed Products outside the Territory; provided that, to the extent that the Territory is a part of the European Economic Area ("EEA"), in the event that the Licensee receives unsolicited requests from third parties outside the Territory but within the EEA wishing to purchase units of the Licensed Products the Licensee shall be entitled to fulfil such requests and shall report and account for such sales to the Owner and the Agent in the same manner as the Licensee is required to report and account for sales of the Licensed Products in the Territory. TERMINATION 15. (a) In the event that the Licensee shall: (i) (ii) (iii) (iv) (v) (vi) (vii) fail to make any payment due under this Agreement for thirty days after the same shall have become due; or fail to furnish all statements and true and accurate statements in accordance with Clause 4; or fail to have manufactured and sold the Minimum Sales Quantity of any Licensed Product during the Minimum Sales Period; or fail to maintain the availability of any Licensed Product to the extent that such Licensed Product is out of stock and not available for sale period of one month; or fail to perform any other of the obligations and conditions of this Agreement or is in breach of any of the Licensee's obligations, warranties or representations or agreements contained in this Agreement and fails to remedy such breach (if capable of remedy) within fourteen days of receiving written notice from the Agent so to do; or make any composition with its creditors have a receiver or administrator appointed over the whole or any part of its assets or if an order is made or a resolution is passed for the winding up of the Licensee (other than for the purposes of amalgamation or reconstruction); or cease to be in any position to fulfil and comply with any of the Licensee's obligations, warranties or representations or agreements contained in this Agreement. Then the Owner by giving notice in writing to that effect to the Licensee may forthwith determine this Agreement. On receipt of such notice this Agreement shall be absolutely determined and cease to have effect and all rights granted to the Licensee under this Agreement shall be determined and shall revert to the Owner including any goodwill accruing as a result of exploitation by the Licensee and the Licensee and such determination shall be without prejudice to the rights and remedies of the Owner in respect of any antecedent breach by the Licensee of any of the Licensee's obligation to pay the Advance, Royalties or any further monies owed if applicable due to prior to termination and any interest due thereon. 10

11 (b) (c) The provisions of sub-clause (a) of this Clause shall apply likewise in the event that there shall be a change of Ownership or control of the Licensee or, as the case may be, the ultimate parent company of the Licensee. The Licensee shall unless instructed by the Owner to the contrary, ensure that all artwork, print sets, moulds, casts, dies, reproduction processes and all other items and processes used by or on behalf of the Licensee and the Licensee's manufacturer in connection with the manufacture of the Licensed Products are at the Owner's option returned to the Owner or destroyed forthwith upon the expiration or sooner determination of the Term of this Agreement and the Licensee shall at the Licensee's expense furnish the Owner with affidavits of such destruction sworn by a director of the Licensee and by a director or authorised representative of the Licensee's manufacturer. SELL OFF PERIOD 16. (a) If at the end of Term or on its earlier termination (other than pursuant to sub-clause (a) of Clause 15, with the exception of section (iii) of that sub-clause) the Licensee shall have on hand any stock of the Licensed Products, then the Licensee shall be entitled to sell the same for a period of three months (the "Sell Off Period") after the end of the Term but not thereafter in accordance with the relevant provisions of this Agreement (including the provisions relating to the payment of the Royalties) which provisions accordingly shall continue in force for that sole purpose. (b) If at the end of any Sell Off Period or termination of this Agreement for any reason the Licensee has or have any remaining stock of the Licensed Products or any device used for the dedicated manufacture of the Licensed Products then, the Licensee shall at the Owner election either: (i) destroy such remaining Licensed Products (and any related devices) in which case, the Licensee will deliver a certificate of destruction to the Owner which has been duly verified by a person approved in writing by Owner prior to the said destruction; or (ii) return such remaining Licensed Products (and any related devices) to the Owner. (c) The Licensee shall render a final quarterly statement under the provisions of Clause 4 on the first applicable quarter day after the end of the Sell Off Period and shall pay any final Royalties due to the Agent on behalf of the Owner. (d) The Licensee shall not during the final six months of the Term manufacture or cause to be manufactured a greater number of units of the Licensed Products than has been manufactured in the preceding six month period and shall in no event manufacture or cause to be manufactured any of the Licensed Products during the Sell Off Period. NO WAIVER 17. No relaxation, forbearance, delay or indulgence by the Agent or the Owner in enforcing any of the terms and conditions of this Agreement, or the granting of time to the Licensee shall prejudice, affect or restrict the powers of the Agent or the Owner, nor shall any waiver express or implied by the Agent or the Owner operate as a waiver of or consent to any subsequent or continuing breach by the Licensee of any of its obligations under this Agreement and in particular (without 11

12 limitation):- (a) acceptance of the Advance shall not be deemed to be acceptance that no further monies are due or constitute a waiver of any breach of any term of this Agreement by the Licensee; and (b) the Agent and the Owner shall have the right to dispute or demand further particulars from the Licensee in order to verify the total amount of further monies owed (if applicable). FORCE MAJEURE 18. (a) Neither party shall be under any liability whatsoever to the other for failure or delay in the performance of any of its obligations hereunder where such performance is prevented by reason of Force Majeure (as hereinafter defined). (b) Either party may be entitled to terminate this Agreement forthwith by giving notice to the other party in the event that performance by either party of any of its obligations under this agreement is not possible by reason of Force Majeure. (c) In this clause the expression Force Majeure" shall mean war labour disputes accidents shortages of materials acts of government authorities or any matters (whether or not of the same nature as the foregoing) which are beyond the control of the party affected. NO PARTNERSHIP 19. Nothing in this Agreement shall be deemed to constitute a partnership between parties to this Agreement NOTICES 20. Under this Agreement a notice may be given or served by any of the following means and shall be deemed to have been given or served as follows:- (a) by hand - upon delivery (b) by first class prepaid registered or recorded delivery post - forty eight hours after posting (c) by telex or any facsimile or other system which prints the notice at the receiving end - upon despatch. Provided that no notice shall be deemed to have been given or served unless addressed to the address of the party to be served given at the beginning of this Agreement or to such other address which that party shall have notified the other in writing and a notice given or served on a Saturday, Sunday or public holiday or outside normal business hours shall be deemed to have been given or served on commencement of normal business hours immediately thereafter. For the purposes of this Agreement "working days" shall exclude Saturdays, Sundays and Public Holidays. 12

13 PROPER LAW 21. This Agreement shall be constructed in accordance with the laws of England and the parties hereto hereby submit to the jurisdiction of the courts of England. INTERPRETATION 22. The headings to the clauses in this Agreement are for ease of reference only and are not to be taken into account in construing this Agreement and references to Clauses, Schedules and parties in this Agreement are references to clauses and schedules of and the parties to this Agreement. SEVERABILITY 23. Any provision of this Agreement which shall in any way contravene the law or be unenforceable in any state or country in which this Agreement is intended to be effective shall in such state or country be deemed to be severable to the extent of such contravention and shall not affect any other provision of this Agreement. RIGHT TO PURCHASE 24. The Licensee shall supply to the Owner such number of Licensed Products as the Owner should require at the Licensee's best trade price for the Owner to sell in any retail outlets operated by the Owner or by associated or subsidiary companies of the Owner or to sell at exhibitions and trade fairs at which the Owner Exhibits or for sale by the Owner by distribution methods other than the Distribution Methods or for the Owner to use or authorise others for use for promotional purposes. CONFIDENTIALITY 25. (a) The Licensee shall keep any information relating to the business affairs of the Owner confidential and will not disclose any such information to any other person. The Licensee undertakes to procure that its employees and agents are aware of and are bound by the provisions of this sub-clause. (b) The Owner shall keep all information relating to the business affairs of the Licensee confidential and will not disclose any such information to any other person. The Owner undertake to procure that their employees and agents are aware of and are bound by the provisions of this sub-clause. NOTICE OF INFRINGEMENT AND RIGHTS OF ACTION 26. (a) If the Licensee should become aware of any third party infringing the rights of the Owner in any of the Licensed Properties the Licensee will promptly inform the Owner of all the circumstances of the infringement within the Licensee's knowledge at that time. (b) Nothing contained in this Agreement shall oblige the Owner to take legal action or any other action whatsoever to prevent the activities of third parties who are infringing or alleged to be infringing the Owner' rights in the Licensed Properties. (c) Notwithstanding the provisions of sub-clause (b) of this Clause, in the 13

14 event that the Owner takes action against any infringing third party the Licensee undertakes at the request and at the cost and expense of the Owner to provide such co-operation and assistance in connection with any such action as the Owner may reasonably require. ENTIRE AGREEMENT 27. No amendment or other variation to this Agreement shall be effective unless it is in writing and is dated and signed by the Licensee and the Agent or their duly authorised representatives. This Agreement sets out the entire understanding of the parties with respect to the subject matter hereof and any amendments changes or modifications shall have legal effect only if made in writing and signed by all parties hereto. All representations, conditions and warranties oral or written express or implied other than those contained herein or in a notice of amendment issued hereunder are expressly excluded. 14

15 SCHEDULE Licensee: (Company Registration No: ), whose registered office is situated at Licensed Properties Trade Mark(s): Copyright Work(s): Notices: For the Trade Mark(s): For the Copyright Work(s): Licensed Product(s) : Effective Date: Term: Territory: Distribution Date: Distribution Method: Retail Outlets: Production Run: Licensee's Selling Price: Deemed Minimum Price: Advance: Royalty: Guarantee: Guarantee Period: Minimum Sales Quantity: Minimum Sales Period:

16 WITNESS THE SIGNATURES of duly authorised signatories of the Agent and the Licensee. For and on behalf of (Agent s Company name) For and on behalf of (Licensee s Company name) Director Director ACCEPTED AND APPROVED: For and on behalf of (Owner s Company name)... Director 16