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PRECEDENTS
This Agreement is made on [date] Parties 1 [insert name], a company incorporated in England and Wales, whose registered number is [insert company number] and whose registered office is at [insert address] (Licensor); and 2 [insert name], a company incorporated in England and Wales, whose registered number is [insert company number], whose registered office is at [insert address] (Licensee) (each of the Licensor and the Licensee being a party and together the Licensor and the Licensee are the parties). Background (A) The Licensor is the[ registered] proprietor of certain trade marks[, copyright] [ and designs] relating to [insert character name] the famous fictional character[s] as featured in [insert details of relevant film, cartoon, comic book, computer game etc]. (B) The Licensee is [insert background to licence/relevant transaction]. (C) The Licensor has agreed to grant a licence to the Licensee to use the trade marks[, copyright] [ and designs] on the terms and conditions of this Agreement. Agreement: 1 Definitions and interpretation 1.1 In this Agreement: [Advance • means the sum of [insert figure];] Assets • means the fictional character[s] [insert name(s)], as featured in [insert details] and depicted on pages [numbers] of the Style Guidelines; Business Day • means a day other than
PRACTICE NOTES
This Practice Note sets out the IP and competition law issues which may arise in connection with character merchandising (ie the practice of licensing the name or likeness of a character for use in the marketing of goods or services, which will usually require the licensing of trade marks and/or copyright) in the EU. It considers issues which may arise pursuant to Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU), as well as possible block exemptions or individual exemptions that might apply. In theory, character association makes goods or services more attractive to the market. For the licensor, as well as the royalty fee generated, the licensing of such character rights can be invaluable for marketing and sponsorship. For a practical example of a situation in which IP rights were licensed for character merchandising purposes, and a consideration of the strategic issues involved, see News Analysis: What does the Barbie film mean for IP rights? This
PRACTICE NOTES
This Practice Note sets out the IP and competition law issues which may arise in connection with character merchandising (ie the practice of licensing the name or likeness of a character for use in the marketing of goods or services, which will usually require the licensing of trade marks and/or copyright) in the UK. It considers issues which may arise pursuant to the Competition Act 1998 (CA 1998). It covers possible block exemptions or individual exemptions that might apply. It also considers the interaction between competition law and the tort of passing off. In theory, character association makes the goods or services more attractive to the market. For the licensor, as well as the royalty fee generated, the licensing of such character rights can be invaluable for marketing and sponsorship. For a practical example of a situation in which IP rights were licensed for character merchandising purposes, and a consideration of the strategic issues involved, see News Analysis: What does the Barbie film mean for
GLOSSARY
The process of classifying nuclear material or determining the detailed state and condition of a site'>nuclear site.
GLOSSARY
A plan to characterise a site'>nuclear site, prior to and after remediation activities. More generally, can be applied to any plan to characterise all or part of a nuclear facility.
PRACTICE NOTES
The tax treatment of a distribution from a trust in the hands of the recipient is determined in the first instance by whether the distribution is income or capital. Fixed interest trusts (life interest trusts) Under a fixed interest trust, one or more of the beneficiaries is entitled to the income of the trust for a specified time. If the trust is a life interest trust, for example, the beneficiary or life tenant has the absolute right to the underlying income of the trust; this right is known as an interest in possession. By contrast, under a discretionary trust the trustees have the power to make a distribution of income to the beneficiaries. These distinctions are important because they determine the source of the income. The source of the income is important because it determines the tax character of the trust distribution. In the case of a fixed interest trust, the source of the income are the income producing assets themselves. By contrast, in a discretionary trust the trust itself is the source of
PRACTICE NOTES
Commercial letters of credit (also known as traditional letters of credit or L/Cs) are used in relation to the movement of goods in the context of international or domestic trade. They are often used as a method of payment under contracts of sale because they are a useful tool where a seller has concerns over the creditworthiness of its buyer or the jurisdiction in which its buyer is located. They are sometimes referred to as documentary letters of credit or documentary credits. By contrast, standby letters of credit are a different type of letter of credit. They serve a different purpose. They are used in similar circumstances to on demand guarantees or performance bonds to provide a means for securing payment or other obligations. They are a form of quasi-security. For information on standby letters of credit, see Practice Note: Characteristics of standby letters of credit and Q&A: What is the difference between a standby letter of credit and a letter of credit? Purpose and uses of commercial letters of credit A commercial
PRACTICE NOTES
Standby letters of credit were first developed in the US to get round the inability of US banks to issue guarantees. Outside of the US, it is more common to use an on demand guarantee or bond (see Practice Note: On demand guarantees and bonds) rather than a standby letter of credit. Standby letters of credit are a type of letter of credit. The common feature of all letters of credit is an undertaking by a bank to pay the beneficiary of the letter of credit a specific sum within a specified time limit against the presentation of specific documents in accordance with the terms of the letter of credit. Letters of credit can be either: • commercial letters of credit (also known as traditional letters of credit), or • standby letters of credit (also known as standby credits) The purpose of a letter of credit determines which category it falls into. Standby letters of credit Commercial letters of credit Use Used in similar circumstances to on demand guarantees or performance
GLOSSARY
The official statement of the defendant's alleged crime(s) and an outline of the specific part of the law that has been broken and on what evidence.
GLOSSARY
A security interest granted over an asset which gives the holder of it (the chargee) the right to appropriate the asset to discharge an obligation if the chargor defaults. Unlike a mortgage, it does not generally involve any transfer of ownership of the assets to the financier. The distinction between a charge and a mortgage is rarely significant. A charge can be fixed or floating.
GLOSSARY
Security taken over property which must be registered to be effective.
GLOSSARY
An order providing for the transfer to one party of a property that is subject to a charge in favour of the other party.