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1.
DEFINITIONS
For the purpose of this agreement "the Agency" and "the
Advertiser" shall where the context so admits include their
respective assignees, sub-licensees and successors in title. In cases
where Robert Rathbone’s client is a direct client (i.e. with no agency
or intermediary), all references in this agreement to both "the
Agency" and "the Advertiser" shall be interpreted as
references to Robert Rathbone’s client. "Photographs" means
all photographic material furnished by Robert Rathbone, whether
transparencies, negatives, prints or any other type of physical or
electronic material.
2. COPYRIGHT
The entire copyright in the Photographs is retained by Robert Rathbone at
all times throughout the world.
3. OWNERSHIP OF MATERIALS
Title to all Photographs remains the property of Robert Rathbone. When the
Licence to Use the material has expired the Photographs must be returned
to Robert Rathbone in good condition within 30 days.
4. USE
The Licence to Use comes into effect from the date of payment of the
relevant invoice(s). No use may be made of the Photographs before payment
in full of the relevant invoice(s) without Robert Rathbone’s express
permission. Any permission that may be given for prior use will
automatically be revoked if full payment is not made by the due date or if
the Agency is put into receivership or liquidation. The Licence only
applies to the advertiser and product as stated on the front of the form
and its benefit shall not be assigned to any third party without Robert
Rathbone’s permission. Accordingly, even where any form of 'all media'
Licence is granted, Robert Rathbone’s permission must be obtained before
any use of the Photographs for other purposes e.g. use in relation to
another product or sublicensing through a photo library. Permission to use
the Photographs for purposes outside the terms of the Licence will
normally be granted upon payment of a further fee, which must be mutually
agreed (and paid in full) before such further use. Unless otherwise agreed
in writing, all further Licences in respect of the Photographs will be
subject to these terms and conditions.
5. EXCLUSIVITY
The Agency and Advertiser will be authorised to publish the Photographs to
the exclusion of all other persons including Robert Rathbone. However,
Robert Rathbone retains the right in all cases to use the Photographs in
any manner at any time and in any part of the world for the purposes of
advertising or otherwise promoting his/her work. After the exclusivity
period indicated in the Licence to Use Robert Rathbone shall be entitled
to use the Photographs for any purposes.
6. CLIENT CONFIDENTIALITY
Robert Rathbone will keep confidential and will not disclose to any
third parties or make use of material or information communicated to
him/her in confidence for the purposes of the photography, save as may be
reasonably necessary to enable Robert Rathbone to carry out his/her
obligations in relation to the commission.
7.
INDEMNITY
Robert Rathbone agrees to indemnify the Agency and the Advertiser against
all expenses, damages, claims and legal costs arising out of any failure
by Robert Rathbone to obtain any clearances for which he/she was
responsible in respect of third party copyright works, trade marks,
designs or other intellectual property. Robert Rathbone shall only be
responsible for obtaining such clearances if this has been expressly
agreed before the shoot. In all other cases the Agency shall be
responsible for obtaining such clearances and will indemnify Robert
Rathbone against all expenses, damages, claims and legal costs arising out
of any failure to obtain such clearances.
8. PAYMENT
Payment by the Agency will be expected for the commissioned work within 30
days of the issue of the relevant invoice. If the invoice is not paid, in
full, within 30 days Robert Rathbone reserves the right to charge interest
at the rate prescribed by the Late Payment of Commercial Debt (Interest)
Act 1998 from the date payment was due until the date payment is made.
9. EXPENSES
Where extra expenses or time are incurred by Robert Rathbone as a result
of alterations to the original brief by the Agency or the Advertiser, or
otherwise at their request, the Agency shall give approval to and be
liable to pay such extra expenses or fees at Robert Rathbone’s normal
rate to Robert Rathbone in addition to the expenses having been agreed or
estimated.
10. REJECTION
Unless a rejection fee has been agreed in advance, there is no right to
reject on the basis of style or composition.
11. CANCELLATION & POSTPONEMENT
A booking is considered firm as from the date of confirmation.
Robert Rathbone will, at his discretion, charge a fee for
cancellation or postponement.
12. RIGHT TO A CREDIT
Robert Rathbone’s name will be printed on or in reasonable proximity to
all published reproductions of the Photograph(s). Robert Rathbone also
asserts his statutory right to be identified in the circumstances set out
in Sections 77-79 of the Copyright, Designs and Patents Act 1988 or any
amendment or re-enactment thereof.
13. ELECTRONIC STORAGE
Save for the purposes of reproduction for the licensed use(s), the
Photographs may not be stored in any form of electronic medium without the
written permission of the Robert Rathbone. Manipulation of the image or
use of only a portion of the image may only take place with the permission
of the Robert Rathbone.
14. APPLICABLE LAW
This agreement shall be governed by the laws of England, Scotland and
Wales.
15. VARIATION
These Terms and Conditions shall not be varied except by agreement in
writing.
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