Common use of Delivery Clause in Contracts

Delivery. a. Unless otherwise provided in the Special Terms and Conditions, Licensor shall deliver the Materials to Licensee prior to the start of the License Period at Licensee’s sole expense (including delivery, import duties, insurance fees, custom charges, etc.). b. Licensee shall examine the Technical Material immediately upon receipt and shall promptly notify Licensor in writing within 20 days of any technical defect which renders them unsuitable for exploitation in accordance with the Special Terms and Conditions and shall send said defective material to Licensor if requested by Licensor. After expiration of such time period all materials shall be deemed accepted by Licensee. In the event of timely communication of any alleged defect, and if said defect in the material exists, Licensor shall have the option to either (i) substitute the defective material within 30 days of said notice (and receipt of the defective material if requested by Licensor); or (ii) if Licensor can not substitute the defective material within the time period, Licensor shall return the License Fee (or any portion thereof) paid to Licensor for that particular Picture to Licensee; and with respect to the Picture in question, the parties shall have no further obligations or responsibilities to each other under the Standard License Agreement nor shall Licensee be entitled to seek any damages or remedies at law or in equity against Licensor. c. Title to all materials delivered or made available to Licensee shall be and remain solely vested in Licensor subject to the right of Licensee to make reasonable use thereof in accordance with the Standard License Agreement. Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach to all or any of the delivered materials or materials made available to Licensor. In the event Licensee is authorized to prepare the dubbed Licensed Language Version of the Picture(s), which shall be a true and faithful dubbing of the Picture(s), ownership to such dubbed version(s) shall vest solely in Licensor. Licensee shall notify Licensor in writing of the laboratory where such dubbed version is deposited in the name of Licensor, with free access thereto by Licensee during the License Period. Licensee shall promptly deliver to Licensor a laboratory access letter (in form reasonably acceptable to Licensor). d. Licensee shall be responsible for the loss, theft or destruction of any materials delivered or made available to Licensee. In this regard, Licensee shall employ reasonable security measures to prevent the loss, theft, destruction, pirating, copying or unauthorized duplication of any materials in its possession or under its control. Licensee shall immediately notify Licensor of any knowledge or suspicion of any unauthorized exploitation of the Picture in the Territory during the License Period and shall assist Licensor to stop such unauthorized use of the Picture(s). Materials which shall be returned to Licensor shall be in substantially the same condition as when delivered to or made available to Licensee, subject to reasonable wear and tear. Licensee shall be responsible for the cost of making new materials for replacement of any Technical Material damaged or lost by Licensee. e. Upon the expiration or earlier termination (hereinafter collectively, “Termination”) of the Standard License Agreement, Licensee shall supply to Licensor the particulars of all unsold Videograms (videocassettes/DVD, etc.) of the Picture(s) and render a final accounting statement of all sales and rentals of the Picture in the Territory during the License Period. At the Termination of the License Period, Licensee shall immediately destroy all materials including masters, Videograms and/or copies of the Picture(s) and forward to Licensor a certificate of destruction. Provided that (i) a sell-off period is provided by the Special Terms and Conditions hereof; and (ii) Licensee is not in default of this Agreement, Licensee shall have six months after the License Period in which to dispose of any stock on hand at the time of Termination (“Sell Off Period”) and after said six months shall communicate to Licensor any unsold stock still remaining and shall deliver a final accounting statement accompanied by any sums shown due to Licensor. Licensor shall have the right to either buy back such stock at manufacturing cost or to instruct Licensee to destroy all unsold stock and forward a certificate of destruction to Licensor immediately thereafter. Licensee agrees not to manufacture or permit the manufacture of a greater number of Videograms during the last six months of the License Period than were manufactured during the immediately preceding six month period. f. Upon the expiration or earlier Termination of the Standard License Agreement, the Licensed Rights shall revert back to Licensor and Licensee shall have no further right to exploit the Licensed Rights in the Territory subject to the Sell-Off Period provided above in Article 6 (e) provided that Licensee is not in breach of this Standard License Agreement.

Delivery. a. Unless otherwise provided in the Special Terms and Conditions, Licensor shall deliver the Materials to Licensee prior to the start of the License Period at Licensee’s sole expense (including delivery, import duties, insurance fees, custom charges, etc.). b. Licensee shall examine the Technical Material immediately upon receipt and shall promptly notify Licensor in writing within 20 days of any technical defect which renders them unsuitable for exploitation in accordance with the Special Terms and Conditions and shall send said defective material to Licensor if requested by Licensor. After expiration of such time period all materials shall be deemed accepted by Licensee. In the event of timely communication of any alleged defect, and if said defect in the material exists, Licensor shall have the option to either either (i) substitute the defective material within 30 days of said notice (and receipt of the defective material if requested by Licensor); or (ii) if Licensor can not substitute the defective material within the time period, Licensor shall return the License Fee (or any portion thereof) paid to Licensor for that particular Picture to Licensee; and with respect to the Picture in question, the parties shall have no further obligations or responsibilities to each other under the Standard License Agreement nor shall Licensee be entitled to seek any damages or remedies at law or in equity against Licensor. c. Title to all materials delivered or made available to Licensee shall be and remain solely vested in Licensor subject to the right of Licensee to make reasonable use thereof in accordance with the Standard License Agreement. Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach to all or any of the delivered materials or materials made available to Licensor. In the event Licensee is authorized to prepare the dubbed Licensed Language Version of the Picture(s), which shall be a true and faithful dubbing of the Picture(s), ownership to such dubbed version(s) shall vest solely in Licensor. Licensee shall notify Licensor in writing of the laboratory where such dubbed version is deposited in the name of Licensor, with free access thereto by Licensee during the License Period. Licensee shall promptly deliver to Licensor a laboratory access letter (in form reasonably acceptable to Licensor). d. Licensee shall be responsible for the loss, theft or destruction of any materials delivered or made available to Licensee. In this regard, Licensee shall employ reasonable security measures to prevent the loss, theft, destruction, pirating, copying or unauthorized duplication of any materials in its possession or under its control. Licensee shall immediately notify Licensor of any knowledge or suspicion of any unauthorized exploitation of the Picture in the Territory during the License Period and shall assist Licensor to stop such unauthorized use of the Picture(s). Materials which shall be returned to Licensor shall be in substantially the same condition as when delivered to or made available to Licensee, subject to reasonable wear and tear. Licensee shall be responsible for the cost of making new materials for replacement of any Technical Material damaged or lost by Licensee. e. Upon the expiration or earlier termination (hereinafter collectively, “Termination”) of the Standard License Agreement, Licensee shall supply to Licensor the particulars of all unsold Videograms (videocassettes/DVD, etc.) of the Picture(s) and render a final accounting statement of all sales and rentals of the Picture in the Territory during the License Period. At the Termination of the License Period, Licensee shall immediately destroy all materials including masters, Videograms and/or copies of the Picture(s) and forward to Licensor a certificate of destruction. Provided that (i) a sell-off period is provided by the Special Terms and Conditions hereof; and (ii) Licensee is not in default of this Agreement, Licensee shall have six months after the License Period in which to dispose of any stock on hand at the time of Termination (“Sell Off Period”) and after said six months shall communicate to Licensor any unsold stock still remaining and shall deliver a final accounting statement accompanied by any sums shown due to Licensor. Licensor shall have the right to either buy back such stock at manufacturing cost or to instruct Licensee to destroy all unsold stock and forward a certificate of destruction to Licensor immediately thereafter. Licensee agrees not to manufacture or permit the manufacture of a greater number of Videograms during the last six months of the License Period than were manufactured during the immediately preceding six month period. f. Upon the expiration or earlier Termination of the Standard License Agreement, the Licensed Rights shall revert back to Licensor and Licensee shall have no further right to exploit the Licensed Rights in the Territory subject to the Sell-Off Period provided above in Article 6 (e) provided that Licensee is not in breach of this Standard License Agreement.

Delivery. a. Unless otherwise provided 9.1. Licensor agrees to make Delivery (as defined in Appendix 2) to Licensee directly or to Licensee’s agent, or to a carrier, or to any shipping agent designated by the Special Terms Licensee and Conditions, shall be deemed as Delivery by Licensor to Licensee hereunder and Licensor shall not be liable for any action taken by any such party. 9.2. Licensor shall deliver the Materials to Licensee the advertising material (as listed in Appendix 2) but only to extent available and provided Licensor shall have no obligation to create such material. If Licensee does not use these advertising and promotional materials, then Licensee will consult with Licensor before using any other advertising or promotional materials. 9.3. Within thirty (30) days of receipt by Licensee of the Delivery Materials, Licensee agrees to examine the delivered copy of Film to determine whether it is physically suitable for transmission. If it is determined that said material is not physically suitable for transmission, Licensee shall, prior to the start of the License Period at Licensee’s sole expense (including delivery, import duties, insurance fees, custom charges, etc.). b. Licensee shall examine the Technical Material immediately upon receipt and shall promptly notify Licensor in writing within 20 days of any technical defect which renders them unsuitable for exploitation in accordance with the Special Terms and Conditions and shall send said defective material to Licensor if requested by Licensor. After expiration of such time period all materials shall be deemed accepted by Licensee. In thirty (30) day period, provide Licensor with a written technical report specifying in detail the event of timely communication nature of any alleged such claimed defect, and if said defect in the material exists, . Licensor shall have the option promptly replace such defective materials. Failure to either (i) substitute the defective material within 30 days of said notice (and receipt of the defective material if requested by Licensor); or (ii) if Licensor can not substitute the defective material within the time period, Licensor shall return the License Fee (or any portion thereof) paid to Licensor for that particular Picture to Licensee; and with respect to the Picture in question, the parties shall have no further obligations or responsibilities to each other under the Standard License Agreement nor shall Licensee be entitled to seek any damages or remedies at law or in equity against Licensor. c. Title to all materials delivered or made available to Licensee shall be and remain solely vested in Licensor subject to the right of Licensee to make reasonable use thereof in accordance with the Standard License Agreement. Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach to all or any of the delivered materials or materials made available to Licensor. In the event Licensee is authorized to prepare the dubbed Licensed Language Version of the Picture(s), which shall be a true and faithful dubbing of the Picture(s), ownership to such dubbed version(s) shall vest solely in Licensor. Licensee shall notify Licensor in writing of any claimed defect prior to the laboratory where expiration of the aforementioned thirty (30) days period shall be deemed acceptance of the materials so delivered. 9.4. Legal ownership of and title to all the Delivery Materials will remain with Licensor subject to Licensee's right to use such dubbed version is deposited in the name of Licensor, with free access thereto by Licensee during the License PeriodDelivery Materials under this Agreement. Licensee shall promptly deliver will exercise due care in safe-guarding all Delivery Materials and will assume all risk for their theft or damage while they are in Licensee's possession. 9.5. Licensee agrees that it will not cause, authorise or permit the duplication or copying of the Film, of the sound track thereof or any part thereof. 9.6. Licensee will pay for all Delivery Materials (technical costs to Licensor a laboratory access letter (in form reasonably acceptable to be advised by Licensor). All costs in connection with the Delivery (including, without limitation, shipping charges, import fees, duties, brokerage fees, storage charges and related charges) will be Licensee’s sole responsibility. d. Licensee shall be responsible for the loss, theft or destruction 9.7. Delivery of any materials delivered or made available to Licensee. In this regard, Licensee shall employ reasonable security measures to prevent the loss, theft, destruction, pirating, copying or unauthorized duplication of any materials in its possession or under its control. Licensee shall immediately notify Licensor of any knowledge or suspicion of any unauthorized exploitation of the Picture in the Territory during the License Period and shall assist Licensor to stop such unauthorized use of the Picture(s). Materials which shall be returned to Licensor shall be in substantially the same condition as when delivered to or made available to Licensee, subject to reasonable wear and tear. Licensee shall be responsible for the cost of making new materials for replacement of any Technical Material damaged or lost by Licensee. e. Upon the expiration or earlier termination (hereinafter collectively, “Termination”) of the Standard License Agreement, Licensee shall supply to Licensor the particulars of all unsold Videograms (videocassettes/DVD, etc.) of the Picture(s) and render a final accounting statement of all sales and rentals of the Picture in the Territory during the License Period. At the Termination is contingent on full payment of the License PeriodFee required above and materials payment and fully executed License Agreement. All costs of delivery and return (including shipping charges, Licensee shall immediately destroy all materials including mastersimport fees, Videograms and/or copies of the Picture(sduties, insurance and other related charges) and forward to Licensor a certificate of destruction. Provided that (i) a sell-off period is provided by the Special Terms and Conditions hereof; and (ii) Licensee is not in default of this Agreement, Licensee shall have six months after the License Period in which to dispose of any stock on hand will be at the time sole cost of Termination (“Sell Off Period”) and after said six months shall communicate to Licensor any unsold stock still remaining and shall deliver a final accounting statement accompanied by any sums shown due to Licensor. Licensor shall have the right to either buy back such stock at manufacturing cost or to instruct Licensee to destroy all unsold stock and forward a certificate of destruction to Licensor immediately thereafter. Licensee agrees not to manufacture or permit the manufacture of a greater number of Videograms during the last six months of the License Period than were manufactured during the immediately preceding six month periodLicensee. f. Upon the expiration or earlier Termination of the Standard License Agreement, the Licensed Rights shall revert back to Licensor and Licensee shall have no further right to exploit the Licensed Rights in the Territory subject to the Sell-Off Period provided above in Article 6 (e) provided that Licensee is not in breach of this Standard License Agreement.

Delivery. a. Unless otherwise provided in (a) Delivery: "Delivery" by Licensor means delivery to Distributor free of charge the Special Terms Materials as listed below: Press material Music cue sheet Color transparencies Billing and Conditions, credit instructions Dialogue lists Digital files – of each episode of the Picture HD 16:9 Prores File incl. M&E and 5.1 Sound and trailer at 90 EURO (Ninety Euro) per episode at Distributor’s cost. All freight delivery costs as Distributor’s expense. Licensor shall not bear nor be responsible for any costs of dubbing/ subtitling into the authorized languages or the producing of the authorized language subtitles. (b) Delivery of Materials: Licensor will give Distributor notice that it is prepared to deliver the Materials. (c) Delivery of Advertising & Promotional Materials: Licensor shall deliver the Materials to Licensee prior Distributor upon request - free of charge (other than shipping costs and thereto related costs) - advertising material but only to the start of the License Period at Licensee’s sole expense (including delivery, import duties, insurance fees, custom charges, etc.). b. Licensee shall examine the Technical Material immediately upon receipt and shall promptly notify Licensor in writing within 20 days of any technical defect which renders them unsuitable for exploitation in accordance with the Special Terms and Conditions and shall send said defective material extent available to Licensor if requested by Licensor. After expiration of such time period all materials shall be deemed accepted by Licensee. In the event of timely communication of any alleged defect, and if said defect in the material exists, provided Licensor shall have the option no obligation to either (i) substitute the defective material within 30 days of said notice (create such material. If Distributor does not use these advertising and receipt of the defective material if requested by Licensor); promotional materials, then Distributor will consult with Licensor before using any other advertising or (ii) if Licensor can not substitute the defective material within the time period, Licensor shall return the License Fee (or any portion thereof) paid to Licensor for that particular Picture to Licensee; and with respect to the Picture in question, the parties shall have no further obligations or responsibilities to each other under the Standard License Agreement nor shall Licensee be entitled to seek any damages or remedies at law or in equity against Licensorpromotional materials. c. (d) Holding of Materials: Title to all materials delivered or made available to Licensee shall be and Distributor will remain solely vested in Licensor with Licensor, subject to all rights of Distributor. Distributor shall employ security measures to prevent the right loss, theft, pirating, copying or unauthorized duplication of Licensee to make reasonable use thereof any of the videotapes or prints in accordance with the Standard License Agreementits possession. Licensee Distributor shall not by any of its actions permit any lien, charge, pledge, mortgage or encumbrance to attach to said videotape or prints. (e) Material Payment Instructions: All costs of delivery (including shipping charges, import fees, duties, brokerage fees, storage charges and related charges) will be Distributor's sole responsibility. (f) Distributor's Created Materials: Licensor will at all times have an access to all foreign language tracks, subtitled and/or dubbed versions, masters, advertising and promotional materials, artwork and all other materials created by Distributors pursuant to this Agreement, on conditions mutually agreed between Licensor and Distributor in a separate agreement. (g) Inspection of Materials: Immediately upon delivery of any materials, Distributor will examine the materials to determine their technical acceptability for transmission. Unless Licensor is notified otherwise within thirty (30) days of delivery, all materials will be deemed acceptable to Distributor. If Licensor receives timely notice of a defect in the materials, Licensor will remedy such defect or any substitute materials of the delivered same Picture at no additional cost. (h) Title: Title in and to materials of a Picture provided to Distributor hereunder is vested and will remain in Licensor, and title in and to any materials of a Picture created by, for or materials made available at the request of Distributor and all rights therein, including copyrights and all neighboring and connecting rights, will vest and remain in Licensor upon the creation thereof, subject only to Licensor. In Distributor's possession and use until the event Licensee is authorized to prepare earlier of the dubbed Licensed Language Version expiration of the License Period of the Picture(s), which shall be a true and faithful dubbing or the termination of the Picture(s)Agreement solely so that Distributor may exercise its rights licensed hereunder. As between Licensor and Distributor, ownership all materials will be deemed to such dubbed version(s) shall vest solely in Licensor. Licensee shall notify Licensor in writing have been on loan to Distributor whether or not Distributor paid any of the laboratory where such dubbed version is deposited in the name costs of Licensor, with free access thereto by Licensee during the License Period. Licensee shall promptly deliver to Licensor a laboratory access letter (in form reasonably acceptable to Licensor)manufacture. d. Licensee shall be responsible for the loss, theft or destruction of any materials delivered or made available to Licensee. In this regard, Licensee shall employ reasonable security measures to prevent the loss, theft, destruction, pirating, copying or unauthorized duplication of any materials in its possession or under its control. Licensee shall immediately notify Licensor of any knowledge or suspicion of any unauthorized exploitation of the Picture in the Territory during the License Period and shall assist Licensor to stop such unauthorized use of the Picture(s). Materials which shall be returned to Licensor shall be in substantially the same condition as when delivered to or made available to Licensee, subject to reasonable wear and tear. Licensee shall be responsible for the cost of making new materials for replacement of any Technical Material damaged or lost by Licensee. e. Upon the expiration or earlier termination (hereinafter collectively, “Termination”) of the Standard License Agreement, Licensee shall supply to Licensor the particulars of all unsold Videograms (videocassettes/DVD, etc.) of the Picture(s) and render a final accounting statement of all sales and rentals of the Picture in the Territory during the License Period. At the Termination of the License Period, Licensee shall immediately destroy all materials including masters, Videograms and/or copies of the Picture(s) and forward to Licensor a certificate of destruction. Provided that (i) a sell-off period is provided by the Special Terms and Conditions hereof; and (ii) Licensee is not in default of this Agreement, Licensee shall have six months after the License Period in which to dispose of any stock on hand at the time of Termination (“Sell Off Period”) and after said six months shall communicate to Licensor any unsold stock still remaining and shall deliver a final accounting statement accompanied by any sums shown due to Licensor. Licensor shall have the right to either buy back such stock at manufacturing cost or to instruct Licensee to destroy all unsold stock and forward a certificate of destruction to Licensor immediately thereafter. Licensee agrees not to manufacture or permit the manufacture of a greater number of Videograms during the last six months of the License Period than were manufactured during the immediately preceding six month period. f. Upon the expiration or earlier Termination of the Standard License Agreement, the Licensed Rights shall revert back to Licensor and Licensee shall have no further right to exploit the Licensed Rights in the Territory subject to the Sell-Off Period provided above in Article 6 (e) provided that Licensee is not in breach of this Standard License Agreement.

Delivery. a. Unless otherwise provided (a) The Licensor agrees to use its reasonable efforts to deliver the Material set out in the Special Terms and Conditions, Agreement by the Delivery Date. Delivery of the Material by the Licensor shall deliver the Materials to Licensee prior to the start of Licensee or to the License Period at Licensee’s sole expense (including delivery, import duties, insurance fees, custom charges, etc.). b. 's agent or to a carrier or to any shipping agent designated by the Licensee shall examine the Technical Material immediately upon receipt and shall promptly notify Licensor in writing within 20 days of any technical defect which renders them unsuitable for exploitation in accordance with the Special Terms and Conditions and shall send said defective material to Licensor if requested by Licensor. After expiration of such time period all materials shall be deemed accepted to be delivery hereunder and the Licensor shall not be liable for any default or action taken or default made in delivery by any other party. All costs of delivery to the Licensee and return to the Licensor shall be paid by the Licensee. In the event that no mode of timely communication of delivery is expressly designated in writing in any alleged defectindividual instance by the Licensee, and if said defect in then delivery by air freight or post or by rail express shall be deemed to be the material existsproper delivery by the Licensor to the Licensee hereunder. Except where specifically paid for by the Licensee, Licensor all Material shall have remain the option to either (i) substitute the defective material within 30 days of said notice (and receipt Property of the defective material if requested by Licensor); or (ii) if Licensor can not substitute the defective material within the time period, Licensor shall return the License Fee (or any portion thereof) paid to Licensor for that particular Picture to Licensee; and with respect to the Picture in question, the parties shall have no further obligations copyright owner or responsibilities to each other under third party as the Standard License Agreement nor shall Licensee case may be entitled to seek any damages or remedies at law or in equity against Licensor. c. Title to all materials delivered or made available to Licensee shall be and remain solely vested in Licensor subject only to the right of the Licensee to make reasonable use thereof in accordance with the Standard License Agreement. Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach to all or any terms of the delivered materials or materials made available to LicensorStandards Terms and the Agreement. In the event Licensee that Material is authorized unavailable for any specific telecast date, the Licensor shall notify the Licensee. The Licensor shall not be deemed to prepare the dubbed Licensed Language Version be in breach of the Picture(s), which Standards Terms or Agreement as a result of the aforesaid unavailability but shall use its reasonable endeavour to supply Material in good time for transmission; and (b) the Licensee shall within 14 days of receipt of the Material deliver notification in writing in English to the Licensor if the Material or any part thereof is so defective on its physical state or condition so as to be incapable of television broadcast. Any failure by the Licensee to deliver such written notification as aforesaid shall be a true deemed to be acceptance by the Licensee of such material and faithful dubbing to entitle the Licensor to payment in full of the Picture(s), ownership License Fee. (c) If the Licensee notifies the Licensor of a defect the Licensor shall examine the master of the Program to such dubbed version(sdetermine whether the alleged defect is contained in the master or has occurred in preparing Materials. If the defect has occurred in preparing the Materials then following return of the Materials the Licensor shall at its own cost and risk use its reasonable efforts to supply the Licensee with replacement Materials in accordance with a new delivery date to be mutually agreed. (d) The Materials on loan shall vest solely in be held at the Licensees risk and the Licensee undertakes to pay the Licensor the cost of replacing any Materials lost or damaged while held by it or any cost incurred by the Licensor as a result of any failure by the Licensee after the return of Materials to the Licensor or to forward them to a destination selected by the Licensor. The Licensee shall notify Licensor use all reasonable care in writing handling and storing such Materials including taking all reasonable precautions to prevent any unauthorized duplication or reproduction of the laboratory where such dubbed version is deposited in the name of Licensor, with free access thereto by Licensee during the License Period. Licensee shall promptly deliver to Licensor a laboratory access letter (in form reasonably acceptable to Licensor)Materials. d. (e) If the Material is supplied to the Licensee "on loan", then notwithstanding the above the Licensee shall be responsible entitled to retain such Material for the loss, theft or destruction a period not exceeding 4 (four) weeks from delivery of any materials delivered or made available to Licensee. In such material and upon this regard, Licensee date shall employ reasonable security measures to prevent the loss, theft, destruction, pirating, copying or unauthorized duplication of any materials in its possession or under its control. Licensee shall immediately notify Licensor of any knowledge or suspicion of any unauthorized exploitation of the Picture in the Territory during the License Period and shall assist Licensor to stop return such unauthorized use of the Picture(s). Materials which shall be returned to Licensor shall be in substantially the same condition as when delivered to or made available to Licensee, subject to reasonable wear and tear. Licensee shall be responsible for the material at Licensees cost of making new materials for replacement of any Technical Material damaged or lost by Licensee. e. Upon the expiration or earlier termination (hereinafter collectively, “Termination”) of the Standard License Agreement, Licensee shall supply to Licensor the particulars of all unsold Videograms (videocassettes/DVD, etc.) of the Picture(s) and render a final accounting statement of all sales and rentals of the Picture in the Territory during the License Period. At the Termination of the License Period, Licensee shall immediately destroy all materials including masters, Videograms and/or copies of the Picture(s) and forward to Licensor a certificate of destruction. Provided that (i) a sell-off period is provided by the Special Terms and Conditions hereof; and (ii) Licensee is not in default of this Agreement, Licensee shall have six months after the License Period in which to dispose of any stock on hand at the time of Termination (“Sell Off Period”) and after said six months shall communicate to Licensor any unsold stock still remaining and shall deliver a final accounting statement accompanied by any sums shown due to Licensor. Licensor shall have the right to either buy back such stock at manufacturing cost or to instruct Licensee to destroy all unsold stock and forward a certificate of destruction to Licensor immediately thereafter. Licensee agrees not to manufacture or permit the manufacture of a greater number of Videograms during the last six months of the License Period than were manufactured during the immediately preceding six month period. f. Upon the expiration or earlier Termination of the Standard License Agreement, the Licensed Rights shall revert back to Licensor and Licensee shall have no further right to exploit the Licensed Rights in the Territory subject to the Sell-Off Period provided above in Article 6 (e) provided that Licensee is not in breach of this Standard License AgreementLicensor or such other place as the Licensor may direct.