Standard Terms of Business Agreement
This Terms of Business Agreement ("Agreement") is entered into by and between:
444 IP & Media Ltd
85 Great Portland Street,
First Floor,
London,
W1W 7LT
("We", "Our", "Us")
and
Client
("Client", "You", "Your")
Collectively referred to as "the Parties."
1. Scope of Services
We agree to provide you with support and consultancy services related to intellectual property (IP) in respect of the film, TV and music industries, including but not limited to the following:
Chain of Title
Conflict of Interest checks
Copyright
Contract checks
Deliverable checks/management
IP portfolio management
IP infringement analysis
IP licensing advice
Support on IP rights
Synchronisation
Other related services as agreed upon by the Parties in writing
2. Client Responsibilities
You, the Client, agree to:
Provide us with all relevant and accurate information and documents required to effectively perform the services.
Respond to our requests in a timely manner to facilitate the progress of all related matters.
Inform us of any potential conflicts of interests or infringement of intellectual property rights that might exist in the use of any intellectual property and/or other information that you provide to us with.
Pay all agreed fees in a timely manner, in accordance with the terms set out in this Agreement.
3. Fees and Payment
Fee Structure
Our fees for the services rendered will be agreed upon in advance and specified in a separate document and as part of a specific agreement made with each client depending on the level of support required.
4. Confidentiality
4.1 Confidential Information
Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the relationship, including but not limited to trade secrets, business strategies, and IP-related documents.
4.2 Exclusions
This confidentiality obligation does not apply to information that:
Was already in the public domain at the time of disclosure.
Becomes public through no fault of the receiving Party.
Was lawfully obtained from a third party not bound by a confidentiality obligation.
Is required to be disclosed by law or by a court order.
5. Intellectual Property Rights
5.1 Client’s IP Ownership
You retain full ownership of all intellectual property that you provide to us for the purpose of receiving services and support, including patents, trademarks, copyrights, and other materials, subject to any pre-existing rights held by third parties.
5.2 Our Deliverables
Any materials created by us during the provision of our services, such as reports, analyses, and strategies, remain our intellectual property unless otherwise agreed upon. Upon full payment of fees, we grant you a non-exclusive, non-transferable license to use these deliverables solely for the purpose for which they were provided.
6. Limitations of Liability
6.1 Limitation of Liability
To the fullest extent permitted by applicable law, our liability for any claims arising from the provision of our services shall be limited to the total amount of fees paid by you for the services in question during the 12 months preceding the event giving rise to the liability.
6.2 Exclusion of Indirect Losses
We shall not be liable for any indirect, special, or consequential losses, including but not limited to lost profits, business interruption, or reputational damage.
7. Term and Termination
7.1 Term
Agreements will commence on the Effective Date and will continue until terminated by either Party in accordance with this Agreement.
7.2 Termination by Either Party
Either Party may terminate an individual Agreement by providing 30 days' written notice to the other Party.
7.3 Termination for Breach
Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to remedy such breach within 30 days after receiving written notice of the breach.
7.4 Effect of Termination
Upon termination of this Agreement, you agree to pay for all services rendered up to the termination date. We will return any materials related to your IP that you provided, and we will retain any materials that we have created related to our work, subject to the terms regarding confidentiality.
8. Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, government action, labor disputes, or failure of suppliers.
9. Dispute Resolution
In the event of any dispute or disagreement arising out of or in connection with this Agreement, the Parties agree to attempt to resolve the matter amicably through negotiations. If the dispute cannot be resolved through negotiation, it will be referred to mediation or arbitration in The London Court of International Arbitration (LCIA).
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The Parties agree that any disputes, claims, or proceedings arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
11. Entire Agreement
This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, and understandings, whether written or oral.
12. Amendments
Individual Agreements may only be amended or modified by a written instrument executed by both Parties.
13. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
14. Disclaimer
While we provide intellectual property support and consultancy services to the film, TV, and music industries, it is important to note that we are not a law firm and provide an unregulated service. Our services are intended to offer guidance and support in intellectual property matters, but they do not constitute legal advice.