1.            Definitions 

In this Agreement, the following terms shall have the following meanings: 

“Agreement”  means these terms and conditions and the Particulars.

“Authorised Exploitation” means the authorised exploitation as set out in the Particulars;

“Clause” means a clause in these Terms and Conditions;

“Delivery Date” means the date of delivery of the Work(s) as specified in the Particulars or as otherwise agreed between the parties in writing;

“Duration” means the duration of the Work(s) licensed under this Agreement as set out in the Particulars;

“Expenses and Third Party Costs” means reasonable travelling, hotel, subsistence and other expenses in connection with the supply of Services and Work(s) and any third party costs incurred by the Licensor in performing the Services, provided that such expenses and third party costs have either received the Licensee’s prior written approval or where applicable are in accordance with any expenses policies which have been supplied to the Licensor reasonably in advance of such expenses being incurred;

“Fee” means, means the fee(s) set out in the Particulars payable by the Licensee for purchase of this Licence and the performance of the Services;

“Licence” means the licence(s) granted by Licensor under this Agreement;

“Licence Fee” means the non-recoupable fee payable by the Licensee for purchase of this Licence, as set out in the Particulars;

“Licensee” means the recipient of the licence granted under this Agreement;

“Licensor” means Nikolai Cedraeus;

“Moral Rights” means moral rights arising under sections 77 to 85 (inclusive) of the Copyright Designs and Patents Act 1988 or otherwise, and the benefits of any provision of law known as "droit moral" or any similar law in any country of the world;

“Particulars” means the particulars detailing, inter alia, the Services, the Production Details and the Authorised Exploitation covered by the Agreement as may be set out in the Quote or otherwise agreed between the Parties in writing;

“Parties” means the parties to this Agreement;

“Production” means the applicable production specified in the Particulars;

“Production Details” means the production details as set out in the Particulars;

“Quote” means a document provided by Licensor detailing the Services and, to the extent applicable, the Particulars;

“Services” means the services provided by Licensor in connection with this Agreement (including, without limitation, any recording, arrangement, mixing or reversioning services) as set out in the applicable Quote or otherwise agreed in writing;

“Term” means in perpetuity unless otherwise specified in the Particulars;

“Territory” means the applicable territory or territories agreed in the Particulars;

“Work(s)” means the musical work(s) and sound recording(s) licensed under this Agreement as set out in the Particulars;

​

2.            Grant of Licence 

2.1.         The Licence granted herein is conditional upon the Licensee complying with all the terms and conditions of this Agreement. 

2.2.         In consideration and upon payment of the Licence Fee, failure of which shall be deemed a material breach of this Agreement, the Licensor hereby grants to the Licensee an exclusive licence to use the Work(s) in the Territory, not exceeding the Duration and for the sole purpose of the Authorised Exploitation, which may be reproduced in or synchronised with the Production and in any and all promotional clips, advertisements, and trailers produced for the promotion of the Production, in any and all media now known or hereinafter devised and to make copies of the Production and distribute the same in the Territory. 

2.3.         The Licence granted shall, to the extent applicable for the purposes of the Authorised Exploitation, be deemed to include all rights of communication to the public by satellite, cable retransmission rights and all rental and lending rights, whether now known or hereafter existing, in any country of the world in and to the products of the Licensor's services in respect of this Agreement and the Licence Fee includes a payment in respect of such rental right which represents adequate and equitable compensation in respect of such rental right.

2.4.         Subject to Licensor’s approval (not to be unreasonably delayed), Licensor grants the right to use Licensor’s name, approved likeness and approved biographical material in connection with the Production.

2.5.         If the Licensor is asked to take part in a competitive pitch, demo submission, or other similar process for the Licensee ("Pitch"), then notwithstanding any of the previous provisions of this clause 2, the Licensor grants a non-exclusive, revocable, non-transferrable, worldwide, royalty free licence to Licensee in respect of the Work(s) solely for the purposes of Licensee evaluating the Work(s) for the purposes of the Pitch process. Where Licensor is successful in such Pitch and the parties agree that such Work(s) will be used in a Production, any such Licence shall be in accordance with the Particulars in accordance with this Agreement.

 

3.            Restrictions

3.1.         The grant of the Licences under Clause 2 are for the sole purpose of the Authorised Exploitation during the Term. All rights in the Work(s) other than those expressly granted to the Licensee hereunder are strictly reserved to the Licensor.

3.2.         Without prejudice to the generality of Clause 3.1:

3.2.1.     this Licence does not grant permission to make and/or distribute copies of the Work(s), or to rent or lend copies thereof, or to perform or play the Work(s), other than for the purpose of the Authorised Exploitation;

3.2.2.     all Moral Rights are reserved;

3.2.3.     it is a condition precedent of this Agreement that the Work(s) are not and will not be used or exploited in an obscene or defamatory manner or context or in a manner which may reasonably be interpreted by Licensor as being prejudicial or detrimental to the Licensor or its business or which would bring the Licensor into disrepute.

3.3.         This Licence is null and void in relation to any copy of the Work(s) (whether in the form of the Production or any copy thereof) which is (or is intended or proposed to be) used or exploited in breach of or outside the scope of this Licence, whether such use or exploitation is by the Licensee or any third party. All rights are reserved in relation to any such copy.

 

4.            Licensor Obligations and Warranties

4.1.         Licensor agrees to provide the Services.

4.2.         Licensor warrants that:

4.2.1.     Licensor is the sole owner of and controls all rights throughout the world in the Work(s) and has full authority to enter into this agreement and to grant the rights granted to under this agreement and confirms there is nothing, including but not limited to any professional or other commitment or any legal restriction which would or might conflict with or prevent Licensor doing so;

4.2.2.     (subject to any fees and/or royalties payable by law to any applicable performing rights society) no other amounts shall be payable by Licensee or any third party for use of the Work(s) in accordance with the terms of this Agreement including without limitation any union payments; and

4.2.3.     to the best of Licensor’s knowledge and belief, the Work(s) do not infringe, and do not incorporate any material that infringes, the copyright of any third party.

 

5.            Credit and Publicity

5.1.         Subject to a part of or all of Work(s) being used in the Production, and where possible with respect to any restrictions in the applicable medium, the Licensee shall use its reasonable endeavours accord the Licensor a credit on the Production and on material paid advertising of the Production in the form "Music by Nikolai Cedraeus". The size, style and prominence of such credit shall be agreed in good faith between the parties.

5.2.        Unless otherwise agreed in writing between the parties, the Licensor shall be able during and after the Term to use any Work(s) which have been broadcast, published, distributed or otherwise made available to the public, and the Licensee’s name and logo, for the purposes of promoting its work and its business including on the Licensor’s website, in credentials pitches and in its showreel.  Any other use by the Licensor shall be subject to the Licensee’s prior approval.

 

6.            Payment   

6.1.         Where an advance is agreed as part of the Fee, such advance shall be non-recoupable and shall, unless otherwise agreed, be fifty per cent of the Fee (“Advance”).  The Advance shall be invoiced on or after the date of the parties' entry into this Agreement.

6.2.         The Fee (or the remainder of the Fee where an Advance has been paid) shall be invoiced on or after the Delivery Date.

6.3.         Invoices shall be payable 30 days from date of the invoice.

 

7.            Confidentiality

7.1.         Each party undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by Clause 7.2.

7.2.         Each party may disclose the other party's confidential information:

7.2.1.     to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this Clause 7; and

7.2.2.     as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3.         No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.

​

8.            Assignment and subcontracting

8.1.         Neither party may assign, transfer or charge or otherwise dispose of this Agreement or any of its rights or obligations arising hereunder without the prior written approval of the other party

8.2.         Nothwithstanding Clause 8.1. Licensor’s approval shall be deemed where assignment is for the sole purposes of financing or distribution of the Production provided that any such assignment shall not relieve the Licensee of its obligations under this Agreement.

 

9.            Liability

9.1.         For the avoidance of doubt, the Licensor shall not be liable under or in connection with this Agreement and shall be held harmless in respect of any modifications, adaptations or amendments to any Work(s) (including but not limited to any addition, overlaying, or otherwise combination to or with the Work(s) material not written or produced by the Licensor) made by the Licensee or by a third party on the Licensee’s behalf, nor in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Work(s) arises due to the acts or omissions of the Licensee and/or its employees, officers, agents, sub-contractors or authorised representatives.

9.2.         Notwithstanding Clause 4.2, the Licensee releases the Licensor from any liability under or in connection with this Agreement and hereby indemnifies the Licensor against any and all losses incurred by the Licensor to the extent that such Losses arise as a result of:

9.2.1.     the Work(s) infringing or being alleged to infringe third party intellectual property rights, breaching or being alleged to breach applicable law, regulation or any codes of practice, where the Licensor had previously notified the Licensee of a risk that the Work(s) may infringe third party intellectual property rights or breach applicable law, regulation or any codes of practice and the Licensor uses the Work(s) notwithstanding such notified risks; and/or

9.2.2.     any modifications, adaptations or amendments to any Work(s) (including but not limited to any addition, overlaying, or otherwise combination to or with the Work(s) material not written or produced by the Licensor) made by the Licensee or by a third party on the Licensee’s behalf, or in the event that any fault, error, destruction or other degradation in the quality and/or quantity of the Works arises due to the acts or omissions of the Licensee and/or its employees, officers, agents, sub-contractors or authorised representatives; and/or

9.2.3.     the incorporation in the Work(s) of any materials or information which are provided by the Licensee to Licensor; and/or

9.2.4.     the Production infringing or being alleged to infringe third party intellectual property rights, breaching or being alleged to breach applicable law, regulation or any codes of practice.

9.3.         Subject to Clause 9.4 the Licensor’s maximum aggregate liability under or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the Fees paid or payable under this Agreement by the Licensee. 

9.4.         Nothing in this Agreement shall exclude or in any way limit either party’s liability for fraud, death or personal injury caused by its negligence or any other liability to the extent such liability may not be excluded or limited as a matter of law.

9.5.         Subject to Clause 9.4 (and including for the avoidance of doubt any indemnity contained in this Agreement), in no event will Licensor be liable under or in connection with this Agreement for (i) loss of actual or anticipated income or profits; (ii) loss of goodwill or reputation; (iii) loss of anticipated savings; (iv) loss of data; or (v) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.

 

10.          Termination

10.1.      Each party may terminate this Agreement by written notice to the other (i) if the party wishes to terminate for convenience, provided that such written notice is not less than 30 days’ prior written notice; or (ii) if the other party breaches any material provision of the Agreement and does not remedy that breach within 10 days of being required to do so in writing (where such breach is capable of remedy); or (iii) if the other party has a receiver, administrative receiver, administrator, liquidator or provisional liquidator appointed over all or any part of its assets (or their respective equivalents in any other jurisdiction).

10.2.      Upon termination of this Agreement for any reason the Licensor shall pay the Licensor all Fees prorated with respect to the Services performed and any and all Expenses and Third Party Costs incurred by the Licensor.

 

11.          General

11.1.      Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control including, but not limited to, acts of God, war, accidents, fire, blockade, epidemic or pandemic, import or export embargo, natural catastrophes, industrial disputes, civil disturbance, strikes (other than strikes by that party's employees) or lockouts or impossibility of obtaining source material.  Such party shall be entitled to a reasonable extension of time for the performance of such obligations.

11.2.      A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. 

11.3.      The failure of either party to enforce or exercise at any time any term or any right under this Agreement does not constitute and shall not be construed as a waiver of such term or right and shall in no way affect that party’s later right to enforce or to exercise it.

11.4.      This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement

11.5.      Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of any kind between the parties or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.

11.6.      Provisions of this Agreement which are either expressed to survive its termination or which from their nature or context are contemplated to survive termination shall remain in full force and effect notwithstanding termination of this Agreement.

 

12.          Governing Law and Jurisdiction

12.1.      This Agreement shall be governed by and construed in accordance with the laws of England.

12.2.      Each party irrevocably submits to the exclusive jurisdiction of the courts of England to resolve any dispute between them arising under or in connection with this Agreement (save in respect of enforcement of judgments where their jurisdiction shall be non-exclusive).