JOB NO.00/00
DATED
DATE
ROYAL BOROUGH OF GREENWICH
AND
POINT PRODUCTIONS LIMITED
LICENCE TO FILM
‘The Curse of Hendon’
AT
Location
Royal Borough of Greenwich
Town Hall
Wellington Street
Woolwich
London SE18 6PW
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THIS LICENCE is made on date
BETWEEN:
(1) ROYAL BOROUGH OF GREENWICH of Town Hall Wellington Street, Woolwich,
London SE18 6PW (“the Licensor”) of the one part and
(2) POINT PRODUCTIONS LIMITED of Sony Pictures Europe House, 25 Golden Square,
London W1F 9LU
(“the Licensee”) and together are the Parties.
WHEREAS:
(A) The Licensee wishes to film part or parts of a feature film provisionally entitled ‘The
Curse of Hendon’.
(B) at the Licensor’s premises location and
(C) the Licensor has agreed to grant the Licensee permission to carry out such filming
subject to the conditions of the Licence and
(D) the Parties have agreed to enter into this Licence.
NOW IT IS AGREED as follows:
1.
Definitions and Interpretation
In this Licence the following words have the following meanings:
Authorised means the manager of the Set or any other relevant persons
Officer appointed by the Licensor in relation to the performance of the
Licence or some other persons nominated by them from time to time.
Confidential means any information of a confidential nature relating to the
Information Licensor or the Licensee including without limitation information
relating to its operations plans proposals intentions strategies
business legal or financial affairs know-how intellectual property
rights staff agents customers and potential customers contractors any
other information which the Licensee or the Licensor acting
reasonably would consider or expect that the Licensee or the
Licensor would wish to keep confidential whether such information is
headed “confidential information” or not and any failure of the
Licensee or the Licensor to refer to any information whether written or
oral as confidential information shall not prejudice the effect of this
Licence in relation to such information.
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Film means the feature film provisionally entitled ‘The Curse of Hendon’
Intellectual means any and all patents, trade marks, service marks, copyright,
Property Rights moral rights, rights in a design, know-how and all or any other
intellectual or industrial property rights whether or not registered or
capable of registration and whether subsisting in the United Kingdom
or any other part of the world together with all or any goodwill relating
or attached thereto.
Invoice means the invoice submitted by the Licensor to the Licensee for the
appropriate proportion of the Licence Fee.
Licence means the licence granted by the Licensor to the Licensee by clause
2.
Licence Fee means £
Licence Period means the dates and times as more particularly set out in the
Schedule to this licence as inclusive on date between times
The Permitted means the filming/photography by the Licensee of part or parts of the
Use filming/photography on the Set during the Licence Period, including,
without limitation, permission: (a) to enter on, photograph, film, record
and use all or any part of the Set (either accurately, simulated, in
combination with other sets and/or locations and/or otherwise) on the
terms set out in this Licence; (b) to bring all necessary personnel,
equipment, vehicles, temporary sets and facilities on to the Set and to
store/park the same at the Set as reasonably required; (c) to make
changes, additions and alterations to the Set with the Licensor's prior
written or verbal consent (not to be unreasonably withheld); (d) to
replicate all or any part of the Set (if applicable) by constructing a set
at a separate location; (e) to duplicate all or any part of the Set for the
purpose of completing the Licensee's scheduled work (or for filming
retakes, added scenes, advertisements or promotion, as applicable);
and (f) to attribute any true or fictitious events as occurring on the
Set.
The Schedule means the schedule appended to the Licence.
The Set means the internal/external areas of location as identified in
paragraph 1 of the Schedule to this Licence.
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1.1.
The headings in this Licence are inserted for convenience only and shall in no way
affect the construction or interpretation of this Licence.
1.2.
The Schedules to the Licence form an integral part of the Licence and so the
Schedules shall be read together with the Licence.
1.3.
Words importing the singular include, where the context so admits, the plural and
vice versa.
1.4.
Words denoting any gender include all genders and words denoting persons shall
include firms and corporations and vice versa.
1.5.
Reference to any statute or statutory provision includes a reference to (a) that
statute or statutory provision as from time to time amended extended re-enacted or
consolidated and (b) all statutory instruments or orders made pursuant to it.
1.6.
Unless the context otherwise requires reference to any clause sub-clause or
schedule is to a clause sub-clause or schedule (as the case may be) of or to this
Licence.
1.7.
Words in this Licence shall bear their natural meaning.
2.
Licence
2.1.
Subject to the Conditions of this Licence the Licensor grants the Licensee:
2.1.1 the non-exclusive right to use the Set for the Licence Period for the Permitted
Use, provided that the Licensor acknowledges that the Licensee may institute a
"closed set" policy by which no visitors will be allowed on the set (except in the
case of government inspection or exigent circumstances as provided for herein)
without the prior approval of the Licensee; and
2.1.2 the irrevocable right to, and to license others to, exploit, exhibit, broadcast,
advertise and publicise the Film, or any other film as the Licensee shall elect,
with the scenes filmed at the Set (as a sequence on its own or preceded or
followed by, or interlaced with, such other scenes as may be required by the
Licensee) in any and all media throughout the world in perpetuity. Neither the
Licensor nor any other party now or hereafter claiming an interest in the Set
and/or interest through the Licensor shall have any right of action against the
Licensee or any other party arising from or based on any use or exploitation of
the filmed material, whether or not such use is or is claimed to be defamatory, an
invasion of privacy, an infringement of copyright or trademark or untrue or
censurable in nature.
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2.2.
The right given by clause 2.1.1 shall be exercised in consultation with the
Authorised Officer in a way, which so far as reasonably practicable does not
interfere with or impede the normal use of the Site.
2.3.
The Licensee shall have the right to represent the Set as another real or fictional
place, or subject obtaining the prior written consent of the Licensor such consent
the Licensor shall be entitled to withhold absolutely to represent the Set under its
proper title.
3.
Special effects
3.1.
The Licensee shall not be permitted to carry out explosions or stunts, use charged
firearms, fire, smoke, playback, wet down, nudity, or unnamed special effects on or
at the Set without the prior written consent of the Licensor such consent the
Licensor shall be absolutely entitled to withhold.
4.
Parking
4.1.
The Licensee shall comply with all parking restrictions at the Set and in the
surrounding areas and the Licensee shall not be permitted to: use residents’
parking bays; use dispensations, park on yellow lines or park on pavements or park
in park where parking meters have been suspended unless it has obtained the prior
written consent of the Licensor such consent shall be at the absolute discretion of
the Licensor.
5.
Warranties
5.1
The Licensor gives no warranty that the Set is legally or physically fit for any
specific purpose and the Licensee shall be responsible for any mechanical failure or
break down in utility services whilst they are in occupation of the Set and caused by
the negligent act or omission of the Licensee.
5.2
The Licensor represents, warrants and undertakes that: (a) the Licensor is the sole
and exclusive owner of the Set and has the full right, power and authority to grant
the Licensee the rights granted to the Licensee pursuant to this Licence; (b) the
Licensor will take no action nor allow or permit or authorise any third party to take
any action which might interfere with the Licensee's full use and quiet enjoyment of
the Set in accordance with the terms of this Licence; and (c) it is not necessary for
the Licensee to obtain the consent or permission of, or to pay any amounts to, any
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person, firm or corporation in order to enable the Licensee to enjoy the full rights to
the use of the Set as described in this Licence.
6.
Licence Fee
6.1.
The Licensee shall pay the Licence Fee in full to the Licensor in accordance with
Point 1 of the Schedule for the periods set out in paragraph 1 of the Schedule.
6.2.
The Licensor shall submit an invoice to the Licensee in respect of the period or
periods to which the Invoice relates on completion of filming the film.
6.3.
The Invoice shall become payable by the Licensee 28 days after the date of receipt
by the Licensee of the Invoice.
6.4.
In the event that the Licensee discovers any errors in the Invoice, the Licensee shall
inform the Licensor of the errors. The Licensor shall correct the errors in the Invoice
and submit the corrected Invoice to the Licensee.
The corrected Invoice shall
become payable by the Licensee 28 days after the date of receipt by the Licensee
of the corrected Invoice.
6.5.
Sums payable pursuant to this Licence are exclusive of VAT which shall be paid at
the prevailing rate providing it is properly detailed on an invoice in compliance with
prevailing legislation.
7.
Cancellation of or Alterations to Filming
7.1.
In the event that the Licensee wishes to cancel this Licence it shall notify the
Licensor in writing at least 48 hours before the time stated in paragraphs 1 of the
Schedule.
7.2.
If the Licensee fails to comply with clause 7.1 above the Licensor shall be entitled to
charge the Licensee:
7.2.1. An administrative fee of a minimum of £155 which the Licensor shall be entitled to
increase in accordance with the level of service the Licensor has provided to the
Licensee; and
7.2.2. 75% of the Licence Fee.
7.3.
In the event that the Licensee wishes to vary the times and dates of the Licence
Period it shall provide its request in writing to the Authorised Officer not less than 48
hours before the requested variation to the Licence Period.
7.4.
In the event that the Licensee fails to comply with clause 7.3 above the Licensor
shall be entitled to charge the Licensee an administrative fee of a minimum of £155
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which the Licensor shall be entitled to increase in accordance with the level of
service the Licensor has provided to the Licensee.
8.
Assignment
8.1.
The rights granted to the Licensee under this Licence are not assignable, save that
the Licensor consents to the Licensee assigning the benefit of the right to exploit
the filmed material in whole or in part to any third party.
9.
Indemnity and Insurances
9.1.
Except with respect to: (a) matters constituting any breach, non-performance or
non-observance by the Licensor of any of the provisions of this Licence; and/or (b)
the negligence or wilful misconduct on the Licensor's part, the Licensee shall
indemnify the Licensor against all losses, claims, demands, actions, proceedings,
damages, costs or expenses or other liability arising in any way from this Licence
and caused by the negligent act or omission of the Licensee, or any material breach
or persistent breaches which taken together amount to a material breach by the
Licensee of any of the terms and conditions and/or obligations on the part of the
Licensee.
9.2.
The Licensee shall maintain during the Licence Period commercial general and
excess/umbrella public liability insurance in a combined sum not less than
5,000,000 (Five Million Pounds) in respect of any one incident, with an insurer, or
underwriter of repute against all liability of the Licensee and the Licensee to third
parties (including for the avoidance of doubt employees of the Licensor and the
Licensee, if applicable) arising out of, or in connection with, the use of the Set and
to produce, or demand, a certificate of insurance as evidence of this insurance.
10.
Staff
10.1. During the Licence Period the Licensee shall provide a sufficient number of
attendants and/or stewards for the efficient supervision of the Set for its safety and
for the preservation of order in it and in the vicinity of it.
10.2. Any undertaking by the Licensee not to do an act or thing shall be deemed to
include an obligation not to permit or suffer such an act or thing to be done by
another person, under the control of the Licensee.
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11.
Monitoring
11.1. The Licensee shall permit the Licensor and its employees and agents to inspect
and monitor the arrangements made by the Licensee for the proper supervision of
the Set.
12.
The Set
12.1. The Licensee shall observe such rules and regulations governing the use of the Set
as may have been made or as may from time to time be made by the Licensor and
notified to the Licensee in advance.
12.2. No Litter, Alcohol or illegal substances are permitted on Set.
12.3. The Licensee shall not use the Set or any part of it otherwise than for the Permitted
Use.
12.4. The Licensee shall not do, or permit or suffer to be done, anything to injure the
reputation of the Set or the Licensor, or to offend against any statute, or any
regulations made under any statute, or by the Licensor or any other public authority,
or to imperil any licence granted for the Set, or any insurance affected on it.
12.5. The Licensee shall not permit or suffer any persons to enter or use the Set other
than persons who are employees or agents or independent contractors of the
Licensee engaged in the Film, or who are members of the cast of the Film.
12.6. The Licensee shall not permit or suffer any persons to enter or use the Set other
than persons who are employees or agents or independent contractors of the
Licensee engaged in the Film, or who are members of the cast of the Film.
12.7. The Licensee shall not make alterations or additions to the existing fabric design or
lay-out of the Set or any of its facilities or services except as expressly permitted by
this Licence and subject to compliance with the related conditions of the Licensor
(which approval the Licensor shall be entitled to grant or withhold in its absolute
unfettered discretion and if granted upon which conditions as to reinstatement and
security as the Licensor shall in its like discretion stipulate).
12.8. Any undertaking by the Licensee not to do an act or thing shall be deemed to
include all employees, servants, agents and any persons associated with the
Licensee.
12.9. Except for fair wear and tear or any damage due to the negligence or wilful
misconduct of Licensor, the Licensee shall make good to the reasonable
satisfaction of the Licensor any damage caused to or suffered by the Set as a result
of the sole acts or omissions of the Licensee, or arising from its use by the Licensee
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pursuant to this Licence. After the Licensee has completed its work at the Set, the
Licensee shall be deemed to have fully and properly vacated the Set and shall be
relieved of any and all obligations in connection with the Set unless the Licensor,
within five (5) business days after the Licensee leaving the Set, submits in writing to
the Licensee a detailed list of all property damage for which the Licensor claims the
Licensee is responsible in which event, the Licensor shall permit the Licensee's
representatives to inspect and assess such damage. If the Licensee is responsible
for such damage, the Licensee shall be given the opportunity to either correct the
damage or make restitution in a timely manner.
12.10. At the end of the Licence Period the Licensee undertakes to immediately remove all
their equipment, goods rubbish and litter from the Set and to leave it in as clean and
tidy state as received, fair wear and tear excepted. In the event that the Licensee
fails to do so the Licensor shall remove all the Licensee’s equipment, goods,
rubbish and litter at the Licensee's expense, such actual cost shall be payable to
the Licensor on demand as a debt due.
13.
Health and Safety
13.1. At all times, whilst in occupation of the Set, the Licensee will comply with all
relevant Health and Safety codes of practice and legislation that may apply to the
Set or the work being carried out thereon. Furthermore, the Licensee will submit to
the Authorised Officer for prior written approval any relevant risk assessments
before the filming begins.
14.
General Conditions
14.1. The Licensee agrees to abide by the Location Filming in London Code of Practice,
as produced by Film London, a copy of which is available on request.
14.2. If at any time the Licensee commits a material breach of a material condition of this
Licence or it commits a series of persistent breaches which taken together amount
to a material breach of a material condition and the Licensee having been notified of
such material or persistent breaches, continues to do the same or fails to remedy
such breach within a reasonable period, the Licensor shall be entitled to forthwith
revoke this Licence with immediate effect by notice in writing to the Licensee.
However, the rights assigned to the Licensee pursuant to clauses 2.1, 14.3 and
18.1 below shall remain vested in the Licence.
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14.3. The Licensor hereby agrees that in the event of any default of any of the terms of
this agreement by the Licensee, its only remedy shall be an action at law for
damages, if any, actually suffered by it. In no event shall the Licensor be entitled to
rescind this agreement, receive injunctive or other equitable relief or enjoin or
restrain the distribution, exhibition, advertising or other exploitation of the Film or the
rights granted hereunder.
15.
Data Protection
15.1
Each Party shall ensure that it complies with all the obligations imposed on it by the
Data Protection Act 1998 (“the Act”) and that neither it nor any of its employees or
agents does anything which breaches the provisions of the Act including any
subsequent amendments and European Directives or regulations relating to the Act.
16.
Confidentiality
16.1. Each Party hereto shall keep confidential the terms of this Licence and all
Confidential Information supplied to it or its representatives or advisers under this
Licence or in connection with the negotiation of this Licence and shall not disclose
any Confidential Information to any third party or to any of its employees or
representatives and the Licensee shall enter into a confidentiality agreement with
the Licensor should this be required by the Licensor
16.2. Provided always that this obligation shall not relate to any such information which:
16.2.1 was already in the public domain at the date it was disclosed to the relevant
Party by the other;
16.2.2 comes into the public domain or is subsequently disclosed to the public
(otherwise than through default of either party);
16.2.3 is required to be disclosed by law; or
16.2.4 was already in possession of the party (without restrictions as to its use on
the date of receipt); or
16.2.5 enables or facilitates compliance by the Licensor with its obligations under
The Freedom of Information Act 2000 and all other legally binding legislation
and codes of practice relating to the disclosure of information.
16.3. This restriction shall continue to apply after the termination of this Licence without
limit in point of time but shall not apply to information or knowledge which was in or
may come in the public domain.
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17.
Survival of Conditions
17.1. For the avoidance of any doubt the following clauses of this Licence shall survive its
termination: clause 15 (data protection), clause 16 (confidentiality), and clause 18
(Intellectual Property Rights) and clause 19 (freedom of information).
18.
Intellectual Property Rights
18.1. In consideration of the sum of £1, paid to the Licensor, receipt of which is
acknowledged, the Licensee shall exclusively own the Intellectual Property Rights,
results and proceeds of the film shoot by all means and in all media, whether now
known or hereafter invented, throughout the world for the full period of copyright
and thereafter in perpetuity to the extent permitted by law without the need for any
further payment to the Licensor.
18.2. Neither Party shall use the other’s Intellectual Property Rights without the other
Party’s prior written consent such consent that Party shall be absolutely entitled to
withhold.
19.
Freedom of information
19.1. The Licensee shall fully co-operate with and assist the Licensor in complying with
the Licensor’s obligations under the Freedom of Information Act 2000.
20.
Third Parties
20.1. The Parties agree that they do not give or intend to give any rights under this
License to any third parties or class of third parties.
21.
Variations
21.1. No amendment to or modification of this Licence shall be valid or binding on any
party unless it is agreed in writing by both Parties.
22.
Severance
22.1. If any provision of this Licence shall become or shall be declared by any court of
competent jurisdiction to be invalid or unenforceable in any way such invalidity or
enforceability shall in no way impair or affect any other provision all of which shall
remain in force and effect
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23.
Waiver
23.1. The failure of the Licensor or the Licensee to exercise any right or remedy shall not
constitute a waiver of that right or remedy
24.
Entire Agreement
24.1. This Licence constitutes the entire understanding and agreement between the
parties relating to the subject matter of this Licence and, save as may be expressly
referred to or referenced herein, supersedes all prior representations, documents,
negotiations or understandings with respect hereto and the Licensee has not
entered into this Licence in reliance upon any representation whether written or oral
by the Licensor or anyone acting or purporting to act on the Licensor’s behalf.
24.2. Without prejudice to the generality of clause 24.1 and other than in respect of a
misrepresentation made fraudulently or a representation expressly included in the
contract documents the Licensor shall have no liability whatsoever arising from any
representation whether written or oral made by the Licensor or anyone acting or
purporting to act on the Licensor’s behalf and the Licensee irrevocably and
unconditionally waives any rights it may have whether under statute or at common
law to claim damages and/or to rescind the Licence in respect of any such
misrepresentation.
25.
No Partnership, Agency or Tenancy
25.1. Nothing in this Licence shall imply any relationship of partnership, joint venture,
tenant and landlord, principal or agent between the Parties.
26.
Notices
26.1. Except as otherwise provided in the Licence all notices which are required to be
given under the Licence shall be in writing and shall be sent to the address of the
recipient set out in the Licence or such other address as the party may designate by
notice given in accordance with the provision of this clause. Any such notice may be
delivered personally or by first class pre-paid letter or facsimile transmission and
shall be deemed to have been served as follows:
26.1.1 by hand when delivered
26.1.2 if by first class post 48 hours after posting,
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26.1.3 if by facsimile transmission when dispatched, subject to satisfactory
transmission reports being received by the sender.
26.2
For the avoidance of any doubt notices which are served by electronic mail shall not
be validly given.
26.3
Notices served other than in accordance with this clause 26 shall not be validly
given.
27.
Law and Jurisdiction
27.1. This Licence shall be governed by and in accordance with the Laws of England and
the parties submit to the exclusive jurisdiction of the English Courts
We, the undersigned agree to the terms and conditions and/or obligations of this
Licence,
Signed
..................................................................................................
Date ...........................
For and on behalf of the Licensor
Signed
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..................................................................................................
Date ...........................
For and on behalf of the Licensee(s)
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SCHEDULE
Production
Location
Date
Times
Parking
Agreed Fees
Agreed
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