TERMS (“Main Terms”)
This is an agreement made between Kennedy News and Media of 4th Floor Tuition House 27/37 St George’s Road, Wimbledon, London, England, SW19 4EU, and the “Licensor”(Named in your Submission Form), that states:
AGENCY: Kennedy News and Media, 4th Floor Tuition House 27/37 St George’s Road, Wimbledon, London, England, SW19 4EU (“the Agency” “us” “our” or “we” which expression shall be deemed to include the Agency’s successors in title, licensees and assigns)
LICENSOR (“the Licensor”, “you” or “your”)
CONTENT (the “Content”)
TERRITORY: The world (“the Territory”)
MEDIA: The Licensor exclusively appoints the Agency to market, syndicate, sell and monetise the Content for distribution to all media now known or hereafter invented. If other media outlets make contact with the Contributor regarding the Material, the Contributor agrees to put them in touch with the Agency so that it can negotiate further sales.
DURATION: This agreement becomes valid and effective from the date of signing in writing or using an electronic signature or sending digital confirmation of agreement. The exclusive rights contained herein are valid for the full period of copyright and all renewals, reversions, revivals and extensions and thereafter in perpetuity to the extent permitted by law (unless terminated in accordance with 3.1-3.2 of General Terms).
REVENUE SHARE: The Agency will pay the Licensor 50% of net revenue received from collected sales.
AGREEMENT: This Agreement consists of these Main Terms and the attached General Terms of Agreement. These Main Terms along with the General Terms of Agreement attached set out the full terms and conditions of this exclusive management agreement (“Agreement”) and forms a binding contract between the parties. By signing or sending digital confirmation to this Agreement, you agree to be bound by the terms of this Agreement.
GENERAL TERMS OF AGREEMENT
This Agreement shall comprise of the Main Terms and these General Terms of Agreement.
The content shall consist of any and all of the picture(s) specified in the submission form. You agree to supply the Content in such formats and by such means as we may require.
- GRANT OF LICENCE
2.1 You appoint the Agency to exclusively manage the Content throughout the Territory with respect to all activities and opportunities relating to the Content, including but not limited to: licensing, distribution, pursuing and receiving costs and damages for past and future infringements, brand integration, endorsements, product placements, sponsorships, merchandising, advertising sales and any other form of usage relating to the Content whatsoever (“Services”) and you permit us to collect revenue with respect to the foregoing.
2.2 The agency is granted a worldwide licence to use the Content, in whole or part, on the terms set out in this Agreement. We may grant third parties the right to use the Content for any purpose and in any manner, including but not limited to exhibition, broadcast, distribution, advertising or promotion on any media now known or hereafter invented, worldwide and in perpetuity. We may change, alter, edit, modify, rearrange and reproduce the Content and authorise other parties to do the same. The Agency is permitted to pursue and conclude any form of opportunity on your behalf.
2.3 The Agency may provide the Content to third parties to assist the business and for the purpose of marketing or promoting the Content. This shall not be construed as being the solicitation of, obtaining employment for, or pursuing work on the Licensor’s behalf and the Agency shall not act as the Licensor’s talent or employment agent or otherwise with respect to this Agreement, nor shall this Agreement be deemed to establish any partnership or joint venture between the Licensor and the Agency.
2.4 The Licensor agrees not to engage any other person or party as your representative in relation to the Content nor to provide the Content to any other person or party without the Agency’s prior written permission during the Term of this Agreement. The Licensor will refer all messages, enquiries or interest relating to the Content directly to the Agency and the Licensor further agrees not to negotiate or enter into any form of agreement with any other person, entity or party without the Agency’s prior written consent.
2.5 The Agency shall be entitled to set the price for the Content in relation to the Services.
3.1 This Agreement shall commence on the Commencement Date and continue in perpetuity. The Agreement may be cancelled at any time by mutual consent and giving thirty (30) days notice in writing (the “Termination Date”). Any request to terminate this agreement must be sent to [email protected].
3.2 In the event that the parties agree in writing to terminate this Agreement, we agree to cease any further sales of the Content thirty (30) days following such agreement being confirmed.
3.3 Any agreements or conversations relating to the Content that began prior to the Termination Date shall persist beyond the Termination Date and we shall be entitled to conclude such conversations and/or agreements and collect any revenues relating to those conversations and/or agreements in accordance with the Revenue Share as specified in Clause 5. This shall include any long-term licensing of Content, work booked prior to the Termination Date and any renewals arising from conversations or agreements entered into or agreed during the Term. Should you breach any of the terms of this Agreement, we may terminate this Agreement and withhold any payments in relation to the Content.
The Agency will include a credit to the Licensor with the Content on any usage on our pages wherever possible. We also include the credit line on the Content in the captions and meta data when it is being sent out to third parties. The Agency strives to ensure the credits are included by third parties but cannot guarantee that each individual publication follows our credit instructions.
- REVENUE SHARE
5.1 You will receive a fixed revenue share of fifty percent (50%) of net revenue (“Revenue Share”) that we obtain from sales of the picture(s).
5.2 Sales made within the first two weeks of the picture(s) being sent out by the Agency will be referred to as Initial Sales. Sales made after the first two weeks will be referred to as Further Sales.
5.3 The Licensor will receive a sales report detailing what Initial Sales were made of the picture(s), where possible within forty five (45) days of the picture(s) being sent out by the Agency. Some sales may take longer to report as we sometimes rely on syndication partners to report their usage.
5.4 The Licensor will receive their percentage of the Initial Sales, exclusive of VAT and any other relevant taxes, fees, or costs within forty five (45) days following total monies from completed Initial Sales being received by the Agency.
5.5 The Licensor will receive their percentage of the Further Sales, exclusive of VAT and any other relevant sales taxes or fees, within forty five (45) days following monies received by the Agency reaching the total payable to you of GBP£100 (or an equivalent amount in other currencies). If the revenue payable to you is less than GBP£100.00 (or an equivalent amount in other currencies), we will hold such sums on your behalf until the total revenue due to you is equivalent to GBP£100.00 or more in aggregate. If the revenue payable for Further Sales does not hit GBP£100.00 or more in aggregate after six months then whatever revenue that is owed to the Licensor will then be paid.
5.6 The Licensor shall be paid by either bank transfer or PayPal and the revenue share will be processed by the Licensee in GBP. The Licensor shall be responsible for any payments required by law as a result of receiving any amounts contemplated by this Agreement (including but not limited to any taxes and other payments required by governmental entities) and for all payment processing fees including bank transfer fees, PayPal fees, conversion fees, check negotiation or settlement fees. The Licensor acknowledges that the Agency may be obliged by their local taxation authority to make deductions or withholdings from any amounts owed. The agency shall not be responsible for any Payments to Licensor for revenue earned in connection with the Work but not received by the agency for any reason (for example, due to non-payment, or where the agency does not receive adequate reporting so as to enable the agency to assign revenue). The agency shall not be liable for any failure to make payment if the Licensor has failed to provide correct payment details via email and the Licensor is responsible for ensuring that those payment details are correct. If the Licensor fails to provide correct payment details within 60 days of any request for such details, the agency shall not be obliged to make such payments.
5.7 Should the Licensor receive any revenue in relation to the content (excluding monetisation of their social pages) after the Commencement Date of the Agreement then this to would be subject to the fixed revenue share as specified in clause 5.1 unless prior agreed in writing. This would be payable within thirty (30) days of the Licensor receiving the revenue.
5.8 The Licensor acknowledges that the Agency is not making any guarantees with regards to the amount of revenue generated, if any, from the picture(s).
6.1 You warrant and represent that you are the sole absolute unencumbered legal and beneficial owner or controller of all rights in and to the Content and have the right and power to enter into this Agreement, to perform all of your obligations under this Agreement and to grant those rights and licences set out in this Agreement and have not assigned or sub-licenced the Content or the rights being granted. You will put a disclaimer on the Content to protect the Content if requested to do so.
6.2 You warrant and represent that all individuals featured in the Content have provided full consent to their inclusion in the Content and you have obtained all required permissions and releases from individuals, parties or locations, including the express written consent of any identifiable minor’s parent or legal guardian, to enable you to grant us the rights granted herein.
6.3 You warrant and represent that the Content shall contain nothing that is, or that when used by the Agency shall be in breach of any Intellectual Property Rights or infringe the moral rights of any person or infringe any obligation of any nature owed to any third party.
6.4 You warrant and represent that the Agency will not be required to obtain any other rights or licence or make any payments to any parties in order to exercise the rights provided by you herein and the payment of all residuals or other sums that may be payable to any and all third parties on account of any exercise of our rights hereunder (including without limitation any sums payable by way of equitable remuneration from the exercise of so-called rental and lending rights) or for any other reason whatsoever, shall have been paid or will be paid by you and that the Agency is not and will not be liable for any such payments.
6.5 You warrant and represent that nothing in the Content, nor any usage of the Content will infringe or violate the rights or interests of any third party, including intellectual property rights, proprietary rights or rights of publicity or privacy, or bring us into disrepute. The Licensor warrants that they will not do anything to bring the Agency into disrepute and any issues will be passed on to the Agency to deal with. The Licensor warrants they will not contact any publications directly unless with the explicit written consent of the Agency and will alert the Agency if any journalists, publications, agents, or media representatives approach them directly and not speak to them without the explicit written consent of the Agency.
6.6 You warrant and represent that the Content does not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 6.8 In relation to the General Data Protection Regulation 2016/679, the Licensor warrants and represents that the Agency has permission to share the Content along with their likeness, image and any relevant personal information or details alongside the Content when distributed to our partners and it may be used for; (a) editorial use, including, but not limited to: (i) in any newspaper, news website, magazine, book publication, article, blog or vlog, in each case in any format and on any media whether now known or in the future developed, including in print and online (whether on or via any websites, app or other platform or technology, whether now known or in the future developed, including but not limited to any social media site or Video on Demand platform); (ii) in any video, recording, program, motion picture, film, or other audio or audio visual content, including in or as part of a comedy or satire program, clip compilation or show, however broadcast, transmitted, played, displayed, or distributed, in any format and on any media whether now know or in the future developed including but not limited to online or on television in all forms and via any media, whether now known or in the future developed, including but not limited to cable, satellite, online and TV on Demand, or radio; or (b) any other use referred to in clause 2.1-2.3.
7.1 You shall remain the copyright holder for the Content and we take no responsibility with respect to the production or copyright involved in the Content. The Agency will not be held liable for any costs, expenses, damages, liabilities, claims, fees and any other costs or expenses in relation to any claims or potential claims, which may be brought against us as a result of the production of the Content and any exploitation of the Content as contemplated in this Agreement or otherwise or as a result of your breach of any warranties contained in this Agreement.
7.2 The Licensor shall indemnify the Agency, its respective officers, employees, successors, licensees and permitted assigns including any third parties authorised to use the Content, harmless from and against any costs, action, claim, damages, demand, loss and/or expense (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties, legal costs and any other reasonable costs and expenses suffered or incurred) arising from actions brought by any third parties resulting from any breach of any of the warranties made by the Licensor; any claims respecting slander, libel, defamation, copyright or trademark infringement, invasion of privacy, or violations of any other rights arising out of or relating to any use of the Content authorised by the Agreement and this indemnity shall survive the termination of this agreement.
- ENTIRE AGREEMENT
This Agreement may not be modified or altered except in writing by both parties. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
This Agreement is confidential and, during the subsistence of this Agreement or at any time thereafter, the Licensor agrees not to disclose to any third party the terms of this Agreement or any other information disclosed to you by us to any other person or entity without our express written consent, unless required by law.
You shall remain the copyright holder for the Content. You may not assign your rights under this Agreement without our prior written consent.
- COUNTERPARTS & CONFIRMATION
This agreement may be executed in any number of counterparts which together shall constitute one agreement. This agreement becomes valid and effective from the date of signing in writing or using an electronic signature or sending digital confirmation of agreement in the form of an email response confirming acceptance. You agree that electronic signature or sending digital confirmation is the legal equivalent of your manual signature in validating this Agreement.
- GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including noncontractual disputes or claims) shall be governed by the laws of England & Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.