This agreement is dated from commencement of downloading the product.
PLEASE READ CAREFULLY BEFORE DOWNLOADING A PERFORMANCE PACKAGE OR SCRIPT FROM THIS WEBSITE
This licence agreement is a legal agreement between you (Licensee) and LIAM KELLY TRADING AS LIAM THE TEACHER of Woking, Surrey (Licensor) for the Product as defined below.
IMPORTANT NOTICE:
BY DOWNLOADING THE PRODUCT FROM THIS WEBSITE OR CLICKING ON THE “ACCEPT” BUTTON BELOW YOU AGREE TO THE TERMS OF THE LICENCE WHICH WILL BIND YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, WE WILL NOT LICENSE THE PRODUCT TO YOU AND YOU MUST STOP THE DOWNLOADING PROCESS NOW [BY CLICKING ON THE “CANCEL” BUTTONBELOW]. IN THIS CASE THE DOWNLOADING PROCESS WILL TERMINATE.
You should print a copy of this Licence for future reference.
AGREED TERMS
1.INTERPRETATION
1.1 The following definitions and rules of interpretation apply in this agreement.
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Commencement Date: the date of this agreement.
Confidential Information: any information (including, without limitation, in written, oral, visual or electronic form, or on tape or disk) which is not publicly available including, but not limited to, any information specifically designated by the disclosing party as confidential; any information supplied to the disclosing party by any third party in relation to which a duty of confidentiality is owed or arises; and any other information which should otherwise be reasonably regarded as possessing a quality of confidence. This includes know-how and information about design, development, specifications, manuals, instructions, customer lists, sales, marketing, promotion, distribution, business plans, forecasts, and technical or other expertise.
Derivative Work: work generated or developed following the date of this agreement which is based on the Product or an underlying work in relation to this (including translations, musical arrangements, dramatisations, fictionalisations, motion picture versions, sound recordings, art reproductions, abridgements, condensations, or any other form in which a work may be recast, transformed or adapted).
Film: means as defined at clause 5.3.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Licence Period: the period of 12 months commencing on the Commencement Date.
Play: the plays written by or adapted by the Licensor, the titles of which are set out at Schedule 2.
Product: the materials, scripts and resources listed in the ‘Performance Package’ described at Schedule 1 provided by the Licensor to the Licensee and supplied as a digital download or hardcopy as stated at purchase.
Production: the stage production of the Play performed by the Licensee.
Purpose: the reason for which and the manner in which the Licensee may use the Product as described in Schedule 2
Quarterly Periods: the three-month periods commencing on 1 January, 1 April, 1 July and 1 October respectively.
Scope: the scope of the licence as set out at Schedule 3.
Royalty: means as defined at clause 5.3.
Territory: the territory of the Production stated and declared by the Licensee upon purchase and download of the Product.
Website: the Licensor’s website at URL: www.liamtheteacher.com
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this
agreement.
1.3 The Schedules form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.
1.4 A reference to any party shall include that party’s personal representatives,
successors and permitted assigns.
1.5 A reference to a statute or statutory provision is a reference to it as amended,
extended or re- enacted from time to time.
1.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.7 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.8 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. LICENCE AND LICENSOR’S OBLIGATIONS
2.1 In consideration of the payment of the fee pursuant to clause 5 below the Licensor hereby grants to the Licensee a non-exclusive non-transferable licence to use the Product during the Licence Period in the Territory in accordance with the Scope.
2.2 The licence granted to the Licensee is strictly limited to, and the Licensee shall use the Product solely for, the Purpose.
2.3 The Licensee shall not grant sub-licences, in whole or in part, of any of the rights granted under this agreement, or sub-contract any aspects of exploitation of the rights licensed to it, without the Licensor’s prior written consent
.
3 LICENSEE OBLIGATIONS
3.1 The Licensee shall not change, amend, or develop the Product in any way without the Licensor’s prior written consent.
3.2 The Licensee shall comply with all applicable laws in performing its obligations and exercising its rights under this agreement.
3.3 The Licensee shall only make use of the Product for the purposes authorised in this agreement.
3.4 The Licensee shall not, nor directly or indirectly assist any other person to, do or omit to do anything to diminish the rights of the Licensor in the Product.
3.5 The Licensee shall bear the costs of all advertising and promotion for its use of the Product in the Territory.
3.5 The Licensee shall not copy, distribute or store copies of the Product in any way, for any purpose, in any manner, excluding and solely for the Purpose.
4 CONFIDENTIALITY
4.1 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after the expiry or termination of this agreement, disclose to any person any Confidential Information concerning the business, affairs, customers, clients or suppliers of the other party, nor any of the terms of this agreement, except as permitted by clause 4.2.
4.2 Each party may disclose the other party’s Confidential Information:
(a) 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 procure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential information comply with the obligations set out in this clause 4.2 as if they were a party to this agreement; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
4.3 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.
5 FEE AND ROYALTY
5.1 In consideration of the grant of licence pursuant to clause 2.1 the Licensee shall pay to the Licensor the relevant sum stated in accordance with the terms set out on the Website. The Fee shall be paid prior to downloading the Product in accordance with the terms set out on the Website.
5.2 The Licensee is entitled to film the Production and to reproduce copies of it [on DVD], (“the Film”). In the event that the Licensee sells copies of the Film then a further fee equal to 10% of the gross profit made from the sales of the Film shall be due and payable to the Licensor (“the Royalty”). The Licensee shall notify the Licensor in the event that such filming is due to take place and any Royalties payable under this agreement shall be paid within 90 days of the end of each successive Quarterly Period.
5.3 The Licensee shall keep proper records and books of account in respect of the sales of the Film. The Licensee will at the same time as payment of the Royalties falls due, submit to the Licensor a statement in writing recording the calculation of such Royalties payable and showing the number of sales of the Film made in the preceding Quarterly Period and the amount of Royalties due and payable.
6 PROTECTION OF THE PRODUCT
6.1 The Licensor may require the Licensee to cease all use of any of the Product if it reasonably believes that the Licensee’s use of this Product infringes the Intellectual Property Rights of any third party, or breaches any applicable law or regulation. In this instance, the Licensor may, at its option either:
(a) Provide the Licensee with alternative Product so as to avoid the infringement; or
(b) Terminate this agreement immediately on written notice in respect of the affected Product.
6.2 The Licensee shall immediately notify the Licensor in writing giving full particulars if any of the following matters come to its attention:
(a) Any actual, suspected or threatened infringement of the Product;
(b) Any claim made or threatened that the Product infringes the rights of any third party; or
(c) Any other form of attack, charge or claim to which the Product may be subject.
6.3 In respect of any of the matters listed in clause 6.1:
(a) The Licensor shall, at his absolute discretion, decide what action to take, if any;
(b) The Licensor shall have exclusive control over and conduct of all claims and proceedings;
(c) The Licensee shall not make any admissions other than to the Licensor and shall provide the Licensor with all assistance that they may reasonably require in the conduct of any claims or proceedings; and
(d) The Licensor shall bear the cost of any proceedings and shall be entitled to retain all sums recovered in any action for his own account.
6.4 The provisions of each of the following provisions (or equivalent legislation in any jurisdiction) of sections 101, 101A and 234 of the Copyright, Designs and Patents Act 1988 (CDPA) are expressly excluded:
6.5 Nothing in this agreement shall constitute any representation or warranty that the exercise by the Licensee of rights granted under this agreement will not infringe the rights of any person.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 The Licensor retains ownership of all Intellectual Property Rights in the Product and in any Derivative Works which it may create.
7.2 The Licensee assigns to the Licensor, and shall assign, all other Intellectual Property Rights in any development of the Product or any Derivative Work it may create, by way of future assignment of copyright. The Licensee shall execute this assignment or confirmatory assignment as the Licensor may require.
7.3 The Intellectual Property Rights assigned to the Licensor under clause 7.2 shall form part of the Product, and of the licence granted, from the date of that assignment.
8 LIABILITY, INDEMNITY AND INSURANCE
8.1 To the fullest extent permitted by law, the Licensor shall not be liable to the Licensee for any costs, expenses, loss or damage (whether direct, indirect or consequential, and whether economic or other) arising from the Licensee’s exercise of the rights granted to it under this agreement.
8.2 The Licensee shall indemnify the Licensor against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the Licensor arising out of or in connection with:
(a) The Licensee’s exercise of the rights granted to it under this agreement;
(b) The Licensee’s breach or negligent performance or non-performance of this agreement;
8.3 Nothing in this agreement shall have the effect of excluding or limiting any liability for death or personal injury caused by negligence.
9 ASSIGNMENT AND OTHER DEALINGS
9.1 The Licensee shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement without the prior written consent of the Licensor.
9.2 The Licensor may at any time assign, transfer, mortgage, charge or deal in any other manner with any or all of its rights and obligations under this agreement, provided that the Licensor gives prior written notice to the Licensee.
10 DURATION AND TERMINATION
10.1 This agreement shall commence on the Commencement Date and shall continue, unless terminated earlier in accordance with clause 10.2 or clause 10.3, for the duration of the Licence Period when it shall terminate automatically without notice provided that any such termination shall not affect the Licensee’s obligation to make payment of the Royalties pursuant to clause 5.3.
10.2 The Licensor shall have the right to terminate this agreement on giving the Licensee not less than one months’ written notice of termination.
10.3 Without affecting any other right or remedy available to it, the Licensor may terminate this agreement with immediate effect by giving written notice to the Licensee if:
(a) The Licensee fails to pay any amount due under this agreement on the due date for payment and remains in default not less than number days after being notified in writing to make such payment;
(b) The Licensee commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(c) The Licensee convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or a resolution is passed or a petition presented to any court for the winding up of the Licensee or any steps are taken (including the making of an application or the giving of any notice) by the Licensee or any other person for the appointment of any administrator in respect of the Licensee, or any proceedings are commenced relating to the insolvency or possible insolvency of the Licensee or if the Licensee takes or suffers any similar or analogous action in any jurisdiction in consequence of debt; or
(d) The Licensee suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
11 CONSEQUENCES OF TERMINATION
11.1 On expiry or termination of this agreement for any reason and subject to any express provisions set out elsewhere in this agreement:
(a) All outstanding sums payable by the Licensee to the Licensor shall immediately become due and payable;
(b) (b) All rights and licences granted pursuant to this agreement shall cease save as set out in this clause;
11.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.
11.3 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
12 WAIVER
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13 ENTIRE AGREEMENT
13.1 This agreement and the agreements referred to in it constitute 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.
13.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
13.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
13.4 Nothing in this clause shall limit or exclude any liability for fraud.
14 VARIATION
No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15 SEVERANCE
15.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
15.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that,
as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
16 COUNTERPARTS
16.1 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
16.2 Transmission of the executed signature page of a counterpart of this agreement by e-mail (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement. If either method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the others with the original of such counterpart as soon as reasonably possible thereafter.
16.3 No counterpart shall be effective until each party has executed [and delivered] at least one counterpart.
17 THIRD-PARTY RIGHTS
No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
18 NO PARTNERSHIP OR AGENCY
18.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
18.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
19 NOTICE
19.1 Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).
19.2 Any notice shall be deemed to have been received:
(a) If delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
(b) (b) If sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.
19.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
20 GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
21 JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
This agreement has been entered into on the date stated at the beginning of it.
Schedule 2:
Product
The Performance Package shall comprise the following:
(a): Chosen Script in digital or printed format
i: Show Script
ii: Backstage Digital Visual Prompt Guide Script
(b): Projected Chosen Script
(c): A Show Guide for chosen script in PDF or printed format containing script navigation guide, key skills, resources navigation guide, story background, character list, character categories, staging ideas for each scene, stage navigation posters and activities, character activity.
(d): Character Description Cards in digital or printed format
(e): Expression Cards in digital or printed format
(f) Bogey Trifle Bolt-On Script in digital format
(g) Projected Bogey Trifle Bolt-On Script
(h): Recommended MP3 Sound Effects
(i): Recommended Sound Effects List in digital format
(j): Projected Backstage Digital Visual Prompt
(k): Poster and Ticket Templates in digital format
(l): Prop Ideas in digital format
(m): Cast Backstage Seat Labels in digital format
(n): Projected Backdrops
(o): Character Development Activity in digital format
(p) Expressions Activity in digital format
(q) Script and Character Workshop Activity in digital format
The Product shall be delivered as a download via the Website.
The Bogey Trifle Bolt-On Script Package shall comprise the following:
(a): Chosen Script in digital or printed format
(b): Projected Chosen Script
(c): Bogey Trifle Character Description Cards
Product Play Choices:
1: Robin Hood: By Liam Kelly TRADING AS LIAM THE TEACHER
2. Bogey Trifle: By Liam Kelly TRADING AS LIAM THE TEACHER
Product:
The Performance Package and/or the Bolt-On Scene Package shall comprise the following:
1: Performance Licence
Scope of the licence:
The Licensee is entitled to perform the Production no more than FIVE PERFORMANCES during the Licence Period. All performances must take place within the twelve month period. The Licensee is entitled to film the Production and to sell copies of such Film subject to payment of the royalty pursuant to clause 5.3.