BSL - Bruce Sawford Licensing Limited of 3-4 Brookside, Lillingstone Lovell, Buckingham, Buckinghamshire MK18 5BD, UK.
The Publisher - the Business / Company / Entity with which BSL enters into a licensing representation arrangement (contract).
'Conditions' and 'Agreement' - these standard terms and conditions.
These Conditions shall constitute the contract with the Publisher and shall prevail over any inconsistent terms or conditions contained, or referred to, in the Publisher's purchase order, or implied by law, trade custom, practice or course of dealing.
The Publisher hereby appoints BSL to act as its non-exclusive representative for the purpose of negotiating and administering license agreements for its range of titles in any and all countries worldwide subject to the exception of any territory/title combination expressly excluded in writing by the Publisher on or before formation of the contract.
2. BSL OBLIGATIONS
(a) BSL shall use its contacts, knowledge and resources to identify and recommend organisations with which the Publisher may wish to secure a publishing licence for its magazines and/or the content therein. BSL may conduct negotiations on behalf of the Publisher and endeavour to ensure that any resulting agreement accords with the Publisher's requirements. For the avoidance of doubt, BSL shall not have the authority to enter into any agreement without the express written permission of the Publisher. The Publisher reserves the right to reject (at any time before execution of same) any agreement negotiated on its behalf by BSL (in full or in part) without incurring any liability to BSL.
(b) BSL shall within its UK Office and without incurring external cost use its reasonable commercial endeavours to provide a draft standard template licensing agreement for any pending arrangement and to assist with setting up and over seeing the smooth operation of any such agreement and providing on behalf of the Publisher a suitable channel for requesting forwarding and receiving documentation and the invoicing and collection of licensing revenue. BSL is under no obligation to have any license agreement legally checked prior to signature or to scrutinise and analyse data supplied by licensee or to guarantee either smooth operation of the agreement or payment by licensee.
(c) At its sole discretion BSL may offer additional services such as the scrutiny and analysis of data supplied by licensee as part of a license agreement. Such services shall be subject on each occasion to a fee to be agreed between BSL and the Publisher and shall include the reimbursement of any and all associated expenses.
3. PUBLISHER OBLIGATIONS
(a) The Publisher shall at its own expense be responsible for:
(i) having contracts and other relevant documents legally checked as to their suitability for the Publisher's purpose prior to signature;
(ii) providing timely assessment of the material that is available for licensing;
(iii) transferring the required material onto DVD and/or FTP server;
(iv) releasing it promptly to licensees on the instruction of BSL; and
(v) supplying BSL and any and all licensees promptly with issues (printed and/or digital) of he relevant titles.
(b) The Publisher shall indemnify BSL in respect of all costs, expenses and claims incurred or received by BSL arising from any material, copy, images or any other form of intellectual property supplied by the Publisher to BSL for the purposes of or in connection with this Agreement.
(c) Once BSL has received the express written permission of the Publisher to conduct negotiations with an organisation with which the Publisher may wish to secure a publishing license for a specific title/territory combination such permission shall remain valid within the terms of this agreement for a period of two years after such permission has been given and BSL shall be entitled to receive the commissions referred to in Clause 5 and to provide the services referred to in Clause 2. If the Publisher shall prevent BSL from continuing to provide such services then this shall not relieve the Publisher of the obligation to pay commission.
(d) In the event of the disposal by the Publisher of its interest in magazine(s) subject to these Terms and Conditions the Publisher will use its best endeavours to ensure that BSL's services are used by the new publisher, its servants and/or agents on the same or better terms for a minimum period of 24 months. In default of achieving this the Publisher agrees to pay BSL on completion of any such sale or transfer of the magazine(s) a sum equivalent to 12 months revenue deriving from any and all licensing agreements relevant to these Terms & Conditions.
4. LIMITATION OF LIABILITY
(a) This Clause 4 sets out the entire financial liability of BSL (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Publisher in respect of any breach of this Agreement however arising and any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
(b) All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.
(c) Nothing in this Agreement limits or excludes the liability of BSL for death or personal injury resulting from negligence.
(d) Subject to Clause 5(b) and Clause 5(c) BSL shall not under any circumstances whatever be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of contract, any indirect consequential or pure economic loss, costs, damages, charges or expenses. BSL's total liability arising in connection with the performance or contemplated performance of this Agreement shall in all circumstances be limited to the commission paid for the services provided by BSL.
(a) The Publisher shall pay BSL and BSL shall be entitled to receive from the Publisher commission calculated as 30% of all revenue entitlement derived by the Publisher from any and all licensing agreements that result from efforts of BSL pursuant to this Agreement.
(b) The Publisher shall have no liability of any kind for costs or expenses incurred by BSL in the course of carrying out these services unless the incurring of such costs has first been specifically agreed between the parties.
(c) BSL shall raise invoices on behalf of the Publisher and collect revenues as agent for the Publisher including but not limited to fees, advance payments, royalty payments, and Publisher commission in respect of advertising sales into licensed publications and revenue derived from any associated brand exploitation and/or spin off activity . BSL shall wherever possible forward such sums to the Publisher within 48 hours of receipt less BSL's agreed commission.
(d) BSL commission and other charges are exclusive of any VAT, which shall be payable in addition.
(a) Either party may terminate this Agreement at any time by giving six months' notice in writing to the other.
(b) Any termination of this Agreement shall not affect BSL's right to receive commission from:
(i) licensing agreements already signed and in operation;
(ii) agreements resulting from negotiations already underway at the time termination is served;
(iii) licensing agreements made within two years after termination of the Agreement by the Publisher with any company business or other entity introduced to the Publisher by BSL during the three years prior to termination of the Agreement.
(c) After termination of the Contract by either party BSL shall continue to be entitled to receive the commissions referred to in Clause 5 throughout the remaining term of the relevant license agreements and BSL shall, if required by the Publisher, continue to provide the services at Clause 2(b). If the Publisher shall prevent BSL from continuing to provide such services then this shall not relieve the Publisher of the obligation to pay commission.
(d) The sale, transfer or other disposal by the Publisher (or any group company or subsidiary entity) of a publication the subject of this Agreement shall not operate to terminate this Agreement including BSL's entitlements under Clause 5.
BSL retains the entire copyright and all other intellectual property rights in all documents supplied to the Publisher by or on behalf of BSL and the Publisher's rights are limited to using the documents through BSL for the specific licensing arrangement in question and for no other purpose. This right does not extend to re-using or copying the whole or any part of the licence/contract for the Publisher's own negotiations with the prospective Licensee nor for negotiations undertaken for the Publisher by any other party nor for any other licensing deals the Publisher may be involved with or in the course of negotiating from time to time. On termination of any agreement between the Publisher and BSL then all rights to use, re-use, reproduce or copy the whole or any part of these Conditions shall immediately cease.
(a) Each of the parties agrees to keep this Agreement confidential and not to disclose details of it to any third party save as may be required by law.
(b) The contents of all draft documents supplied to the Publisher by or on behalf of BSL must be treated as and remain confidential and must not be disclosed to or discussed with any third party at all times up to execution of such documents by all relevant parties and from that point those documents may be disclosed only in accordance with their terms and subject to Clause 7 above. To that end, the Publisher agrees to procure that all of its employees, servants agents, sub-contractors comply with the obligations and restrictions contained in this Clause 8.
These Conditions supersede all previous terms and conditions between the parties and they shall be binding on and endure for the benefit of the successors in title of the parties to this Agreement.