Common use of Personal Licence Clause in Contracts

Personal Licence. 9.1 The Licence is personal to the Licensee and, except as expressly set out in this Agreement, the Licensee shall not assign, sub-license, transfer or dispose of or purport to assign, sub-license, transfer or dispose of the whole or any part thereof. 9.2 The Licensee may authorise a manufacturer to make and a distributor to distribute copies of any Master Copy on behalf of the Licensee provided that: (a) the Licensee shall notify the Licensors of the identity of any manufacturer and/or distributor it proposes to instruct, and provide the Licensors with a list of all manufacturers and/or distributors as part of their reporting requirements, and shall not authorise such manufacturer and/or distributor unless either: (i) such manufacturer and/or distributor appears on the Licensors’ approved list in relation thereto; or (ii) the Licensors give their consent in writing such consent not to be unreasonably withheld; and (b) the Licensee shall procure that such manufacturer and/or distributor shall at all times: (i) act in accordance with the terms of this Agreement and not do anything which would if done by the Licensee be a breach hereof; (ii) if requested by the Licensors send to the Licensors copies of all order despatch or consignment notes or other documents relating to the manufacture, distribution or supply of copies of any Master Copy to the Licensee reproducing any Repertoire Work(s); (iii) allow the duly authorised representatives of the Licensors access to the premises of such manufacturer and/or distributor in order to inspect all documents relating to the manufacture distribution or supply of copies of any Master Copy and/or the stock of such copies from time to time in the possession power custody or control of such manufacturer and/or distributor; and (c) in the case of appointment by the Licensee of a distributor, that distributor has a direct contractual relationship with the End Customers. The purpose of this restriction is to ensure that the correct revenue is taken into account in calculating the Licensors’ royalty. This restriction may be relaxed where arrangements are made with the Licensors to ensure that the correct revenue basis is used to calculate the royalty. 9.3 If the Licensee is in breach of any term or condition of this Agreement the Licensors may give notice to any manufacturer and/or distributor of the Licensee requiring them to cease such manufacture and/or distribution until further notice. 9.4 Each Master Copy shall at all times be retained in the possession of the Licensee or any manufacturer of copies thereof authorised hereunder provided that the Licensee shall procure that any Master Copy or copy thereof retained in the possession of such manufacturer shall be held to the order of the Licensee. 9.5 Where the Licensee has his own facilities for the making or duplication of Master Copies (or copies thereof) the Licensee shall at the request of the Licensors send to the Licensors within 7 days of the end of each Month details of all such copies made or duplicated by the Licensee on behalf of any third party together with all despatch or consignment notes or equivalent documents relating thereto to include the name and address of the party for or on behalf of whom the Licensee made or duplicated the same and of the consignee thereof. 9.6 If the Licensee or a manufacturer or distributor on behalf of the Licensee supplies copies of any Master Copy to a customer of the Licensee which acts as a central distribution operation such customer shall be permitted to supply and/or re-distribute such copies to End Customers for the sole purpose of the Authorised Exploitation. 9.7 The Licensee shall remain liable for all use and/or exploitation including (without limitation) any use and/or exploitation outside the Authorised Exploitation of any Master Copy and/or copies thereof whether by the Licensee, an End Customer or any other customer of the Licensee or a manufacturer or distributor appointed pursuant to clause 12.2 or any other third parties authorised by the Licensee and the Licensee undertakes to indemnify the Licensors and keep the Licensors indemnified from and against all actions, proceedings, claims, demands, costs (including reasonable legal costs on an indemnity basis) awards and damages arising directly or indirectly as a result of such use and/or exploitation. 9.8 For the purposes of this Agreement, references to “distributor” include distributors involved in the distribution of copies of Master Copies by Electronic Means as well as in the form of Physical Media.