Example Clauses1. Definitions and interpretation
1.1 In this Agreement:
"Artwork" means the artwork(s) specified in Schedule 1, that [is / are] the subject of this Agreement;
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"Rights" means all copyright [and other Intellectual Property Rights rights] in the Artwork (excluding the Third Party Materials) in the Territory;
"Third Party Materials" means the works, materials and contributions incorporated into the Artwork the copyright [and/or other Intellectual Property Rights] in which are owned by a third party;
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2. Assignment of Rights
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[2.3 The Artist hereby acknowledges that ownership of the original Artwork and the media upon which and with which the original Artwork has been produced will pass to the Publishers upon the Artist delivering the original Artwork to the Publishers in accordance with Clause 3.1.
OR
2.3 The Publishers hereby acknowledge that ownership of the original Artwork and the media upon which and with which the original Artwork has been produced will remain with the Artist, and that nothing in this Agreement will operate to transfer such ownership to the Publishers.]
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[4. Third Party Materials
4.1 The Artist will not incorporate any Third Party Materials into the Artwork without the prior written consent of the Publishers.
4.2 Upon or before the Delivery Date, the Artist will provide to the Publishers, in writing, details of all Third Party Materials.
4.3 [The Artist will be solely responsible for obtaining all permissions [(in the form specified by the Publishers [from time to time])] required for the full exploitation of the Third Party Materials by the Publishers in accordance with the terms of this Agreement, and the Artist will, on or before the [Delivery Date], obtain and provide to the Publishers written copies of all such permissions.
OR
The Publishers will be solely responsible for obtaining all permissions for the use of Third Party Materials.]
4.4 The [Artist / Publishers] will pay all costs relating to permissions sought and/or obtained for the purposes of this Agreement.]
5. Artist’s undertakings, warranties and indemnity
5.1 The Artist warrants, represents and undertakes to the Publishers that [to the best of the Artist's knowledge]:
(a) he or she is entitled to enter into this Agreement;
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(f) without prejudice to the generality of Clause 5.1(e), the Artwork does not contain anything which is, or will be upon publication of the Artwork in the Territory, libellous, obscene, indecent, blasphemous, in breach of confidence or the right to a private life, in contempt of court, in contravention of racial hatred, religious hatred, official secrets or data protection legislation;
(g) the Artwork is not and has never been the subject of any threatened or actual legal proceedings or other complaint; and
[(h) any rights in the Artwork or relating to the Artwork arising under Section 85 of the Copyright, Designs and Patents Act 1988 (or any equivalent laws anywhere in the world) have been properly and effectively waived in their entirety in writing.]
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7. Taxation
7.1 The Publishers may deduct from any amount due to the Artist under this Agreement any sum that the Publishers are or may be obliged by law to deduct or withhold in respect of any tax or duty.
7.2 The Fee and other payments under this Agreement are exclusive of VAT (unless stated otherwise). VAT may only be charged by the Artist if the Artist provides a valid VAT invoice to the Publishers, and the Publishers will only be obliged to pay VAT in accordance with applicable VAT legislation.
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15. Further assurance
The Artist agrees to execute (and arrange for the execution of) any documents and do (and arrange for the doing of) any things, reasonably within the Artist's power, which are necessary to enable the Publishers to exercise their rights and fulfil their obligations under this Agreement. |
