The following IP precedent provides comprehensive and up to date legal information covering:
This Agreement is made on [insert date] (the Commencement Date) between the following parties (each a party and together the parties):
[insert licensor name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensor’); and
[insert licensee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensee’).
Licensor is the proprietor of the Photographic Works.
Licensor wishes to license the Photographic Works to Licensee and Licensee wishes to receive the same on the terms of this Agreement.
The parties agree:
Definitions and interpretation
In this Agreement:
means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity;
means that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors and Controls and Controlled shall be interpreted accordingly;
means the fees and other amounts payable under this Agreement, including those specified in clause 7;
means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party)
preventing or delaying it from performing its obligations hereunder, including without limitation war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lock-outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
Intellectual Property Rights
means all current and future rights of copyright [and design right] and all rights in the nature of copyright [and design right][, and all other rights of whatever nature], in the Photographic Works whether now known or in the future created, to which Licensor is now or may at any time after the date of this Agreement be entitled by virtue of or pursuant to any of the laws in force in the Territory;
[Net Sale Price
means, in relation to any Photographic Works, the invoiced price paid by any user of the Photographic Works in an arm’s length transaction, excluding: (i) VAT and other sales tax; [and] (ii) import duties or similar government levies[; (iii) packaging costs; (iv) transport; (v) insurance; and (vi) normal discounts, rebates or returns actually given].
For these purposes a ‘sale’ includes any shipment of Photographic Works in consideration of the price, whether or not Photographic Works are sold, licensed, leased or otherwise provided.
For non-arm’s-length transactions, the price shall be based on the arm’s length rather than the actual price charged;]
means a period of three months, ending on 31 March, 30 June, 30 September or 31 December;]
means the payments made by Licensee to Licensor as set out in clause 7.2, and the term ‘Royalties’ shall be construed accordingly;]
means [the world OR [specify the relevant countries to which the agreement relates and in which rights are being licensed]];
means United Kingdom value added tax, any other tax imposed in substitution for it [and any equivalent or similar tax imposed outside the United Kingdom];
means any still image, visual representation generated electronically, digitally or any other means including any negatives, prints, original digital files and all associated Intellectual Property Rights licensed to the Licensee [and particularised in the Schedule]; and
means each successive period of 12 months beginning on the Commencement Date.
In this Agreement, unless the context otherwise requires:
the singular includes the plural and vice versa;
references to subclauses, clauses or Schedules are to subclauses, clauses or Schedules of this Agreement;
references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);
‘including’ (or similar words) means including without limitation;
clause headings do not affect their interpretation; and
This Agreement shall continue from the Commencement Date for [insert number] [years OR months] at which point it will [[end OR be renewed for successive periods of [number] [months]]] unless terminated earlier by either party for convenience on not less than [30 days’] prior written notice to the other, provided that such notice may not be issued until after the end of the [insert number] Year of this Agreement or otherwise in accordance with clause 15.
Grant of Licence
In consideration of Licensee paying the Fees due under this Agreement [(the receipt and sufficiency of which Licensor acknowledges)], Licensor grants to Licensee a licence to use the Photographic Materials, subject to the following licence conditions:
exclusivity: the licence is [non-exclusive OR exclusive OR exclusive (except not to the exclusion of Licensor)];
transferability: the licence is non-transferable and cannot be sub-licensed without the Licensor’s consent (such consent not to be unreasonably withheld or delayed);
territory: the licence only relates to use of the Photographic Works in the Territory;
use: the licence includes the right to store, disclose, print, copy, reproduce, publish, market, distribute, sell, exhibit or otherwise use or exploit the Photographic Works subject to the Licensee’s obligations set out in clause 4 (Licensee’s obligations);
except as expressly set out in this Agreement, no rights of either party are assigned, transferred or licensed except as expressly agreed in writing by the parties;
Licensee’s right to use the Photographic Works licensed under this Agreement does not permit it to use the Photographic Works contrary to any restriction stated in this Agreement or otherwise in a way that is not expressly permitted by this Agreement.
Licensee may crop Photographic Works or alter for technical quality but shall not otherwise alter Photographic Works without first obtaining the written consent of the Licensor.
Licensee shall not use the Photographic Works in a way that is defamatory, pornographic or otherwise unlawful.
Licensee shall not use the Photographic Works in conjunction with a trade mark, service mark or business name without first obtaining the written consent of the Licensor.
Licensee shall use not use the Photographic Works for any commercial, promotional or advertising use without first obtaining the written consent of the Licensor.
Licensee shall not reproduce the Photographic Works in any secondary reproductions such as compilations, screen shots or on file-sharing or social networking websites.
Licensee shall not reproduce the Photographic Works on any medium other than [specify medium, eg card, paper, canvas] without first obtaining the written consent of the Licensor.
Licensor shall at [its own expense OR at Licensee’s expense] do and execute, or ensure the doing or execution of, all matters, acts, documents, deeds and things which Licensee considers are [reasonably] necessary or desirable to give full effect to this Agreement, including but without limitation to:
executing any further documentation to record the grant of the licence made under this Agreement;
[insert other acts as appropriate].
Licensor will deliver to Licensee [insert ] copies of the Photographic Works [in a format reasonably requested by Licensee] within [ten] days of signature of this Agreement.
Licensor hereby asserts the right to be identified as the author, owner and licensor of the Photographic Works and to object to derogatory treatment of the Photographic Works pursuant to section 78 of the Copyright, Designs and Patents Act 1988.
Licensee will credit Licensor with being the author, owner and licensor of the Photographic Works on all copies of the Photographic Works in a reasonably prominent way as follows:
‘This photograph is owned by and published under licence from [name of Licensor] of [address] [who OR which] asserts its right to be identified as the author of this work in accordance with the Copyright, Designs and Patents Act 1988 Sections 77 and 78’.
In reasonable time before publishing the Photographic Works Licensee shall send to Licensor [insert number] copies of Licensee’s editions of the Photographic Works to enable Licensor to ensure that the foregoing obligations have been complied with.
Licensee shall pay to Licensor the sum of £[insert amount] [(plus VAT)], for [insert details of the time period to which the payment relates] in respect of Licensee’s rights granted under this Agreement. This sum shall be payable [on the Commencement Date OR [within [30 days] of [Licensor’s invoice properly due]] OR [specify other invoicing and payment arrangements, making clear whether a one-off payment will be made or if payment will be by instalments]].
Licensee shall pay to Licensor a Royalty of [insert] per cent of the [Net Sale Price] [(plus VAT)] received by or on behalf of [Licensee or its representatives or sub-contractors].
Royalties and the [Net Sale Price] shall be based on the invoiced price paid by purchasers of the Photographic Works in an arm’s length transaction unless otherwise agreed by the parties.
Licensee shall provide to Licensor, within  days of the end of each [Quarter], a Royalty statement clearly showing details of the [Net Sale Price] and Royalties due for that [Quarter].
On receipt of a Royalty statement, Licensor shall issue to Licensee an invoice and Licensee shall pay the Royalty [specify payment arrangements] within [30 days] of [Licensor’s invoice properly due].]
Where sums due are not paid in full by the due date, Licensor may, without limiting its other rights, charge interest on such sums at [the Late Payment of Commercial Debts rate OR [specify rate, eg 2 or 3%] a year above the base rate of [specify bank]] from time to time in force.
Interest will apply from the due date for payment until actual payment in full, whether before or after judgment.
[Limits on liability
Subject to the following clauses, in no event shall the aggregate liability of either party to the other (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under this Agreement exceed:
£[insert] in respect of any one claim or series of related claims; and
provided that this shall be subject to an overall limit of £[insert] [or] [[one-and-a-half times] the total amounts payable under this Agreement (whichever is greater)] in respect of any and all claims, losses and damages arising under this Agreement.
Each party’s liability to the other in contract, tort (including negligence), misrepresentation (whether innocent or negligent), breach of statutory duty or otherwise arising out of or in connection with this Agreement shall not extend to any loss of [profits,] [business opportunity,] [goodwill,] [data,] [anticipated savings] or any special, indirect or consequential loss or damage whatsoever.
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