LICENCE OF COPYRIGHT AGREEMENT

THE PARTIES AGREE as follows:

Definitions
1. Schedule A, attached to the Agreement generated by this purchase, provides the details of the Production Company, the Production, the Work and the Licence Terms for this Agreement.

Licence
2. (a) In consideration of the payment of the Licence Fee, we grant to the Licensee a non-exclusive licence for the single use of the Work in the Production according to the Licence Terms.
(b) The licence granted by this Agreement covers both the master recording rights and the publishing rights in the Work.
(c) No further clearance is required from the owner or owners, as applicable, of the rights in the Work for the Licensee to use the Work according to the terms of this Agreement.
(d) The licence granted by this Agreement is only valid upon payment of the Licence Fee.

Additional Agreements
3. (a) The Licensee acknowledges that copyright in the Work remains with its owner or owners, as applicable, and this Agreement in no way transfers any copyright to the Licensee.
(b) The Licensee agrees that the Work must only be used or dealt with by the Licensee as provided by this Agreement.
(c) The Licensee ensures that any use of the Work will be accompanied by acknowledgement, as appropriate to the usage, according to the details provided in Schedule A.
(d) We warrant that we are authorised to license any and all relevant copyrights in the Work, and that the exercise of the rights granted to the Licensee under this agreement will not infringe any third party rights.
(e) We indemnify the Licensee against all loss, liability and expenses in connection with any breach of any provision of this Agreement by us or any third party claim in relation to the Work.

Obligations of the Licensee
4. (a) During the Term the Licensee must:
(i) promptly advise us of any legal proceedings or threat of legal proceedings which may involve the Work;
(ii) if requested by us, keep us advised of the progress of any legal proceedings involving the Work. In particular, the Licensee agrees to consult with us in relation to bringing any legal proceedings or settlement of any such legal proceedings;
(iii) for the purposes of this clause the Licensee must provide to us, at our request, copies of any documents or other material including legal advice relating to any such legal proceedings, subject to legal professional privilege.
(b) The Licensee must not:
(i) hold itself out, engage in any conduct or make any representation which may suggest to any person that the Licensee is for any purposes our agent;
(ii) sell, offer to sell or license the Work to any other party, other than in accordance with this Agreement.

GST (applicable only in Australia)
5. (a) GST means a goods and services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(b) In respect of any taxable supply, the Licensee must pay us an additional amount equal to the Licence Fee plus the prevailing GST rate. The additional amount referred to in this clause is payable at the same time and in the same manner as the Licence Fee.
(c) We will provide the Licensee a valid tax receipt (as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth)).

General
6. (a) The Licensee must not assign all or any of its rights given to it under this Agreement without our prior written permission from us, except that the Licensee may do so for any and all purposes connected with the production, distribution and exploitation of the Production without notice to us.
(b) This Agreement is to be read and construed according to the laws of the State of New South Wales, Australia, and the parties submit to the jurisdiction of that State and the Commonwealth of Australia.
(c) This Agreement must not be varied except in writing signed by both parties.
(d) If any provision of this Agreement is held by a court to be unlawful, invalid, unenforceable or in conflict with any rule of law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
(e) All stamp duties and governmental charges arising out of or incidental to this Agreement are the responsibility of and must be paid by the Licensee.
(f) Each party must do all acts and execute all documents necessary to give effect to this Agreement.

Entire Agreement
7. This Agreement, including Schedule A, comprises the entire agreement between the parties in relation to its subject matter and no earlier agreement understanding or representation, whether oral or in writing, in relation to any matter dealt with in this Agreement will have any effect from the date of this Agreement.

Severability
8. Part or all of any clause of this Agreement that is illegal or unenforceable will be severed from this agreement and will not affect the continued operation of the remaining provisions of this Agreement.