Voice Fairy License Agreement

Licensee: [client_name], of [client_address]

Company: [client_company_name]

Licensor: VoxXpress Limited, 6 Newmans Court, Farnham, Surrey, GU9 0SJ

VoxXpress Limited grants the Licensee the rights set out in this licence on an exclusive basis and the Licensee agrees to abide by all terms and conditions.

The Licence Fee, Voiceover covered by this Licence are:-

i) DEFINITIONS

In this Licence, the following expressions shall have the meaning and effect set out below:

“Distribution Territory” means the territory in which the Production can be distributed as set out in Clause 2;

“Licence Term” means the period during which Production under this Licence may be used,

as set out in Clause 3;

“Production” means any product of the Licensee permitted under this Licence as set out above which combines audio with another form of media

“Files” means both the sound recordings of such voiceover performance from the Artist named above.

ii) THE LICENCE

Subject to the limitations set out in Clause 4, this Licence permits the Licensee to use the voiceover files as described in this Licence is the Production in accordance with the express terms and conditions of this Licence. In consideration of the grant of rights under this Licence, the Licensee agrees to pay the Licence Fee to VoxXpress Limited in accordance with and subject to the terms set out in the invoice which shall accompany this Licence.

1. USES COVERED

Subject to the terms and conditions of this Licence, VoxXpress Limited grants the Licensee the right to use the audio files above for the production named above.

[project_type_description]

2. TERRITORY

The usage territory covered by this Licence is [project_territory]

3. TERM

The Licence Term will commence upon the Licensee’s payment of the Licence Fee to VoxXpress Limited and this payment shall constitute deemed acceptance of the terms of this Licence.

[project_term]

4. LIMITATIONS

The Licensee shall not use any or all of the audio files above for any other production other than the one listed above. They also agree not to re-sell or give the audio files listed above to any party to use in any other production.

The licence is for the recorded voiceover performance in the files detailed above and does not cover the copyright of the script its self or melody (if appropriate).

5. WARRANTY & INDEMNITY

The Licensee warrants that in exercising its rights under this Licence it will not infringe any copyright, moral right or other intellectual property right of any person and agrees at all times to indemnify VoxXpress Limited against any financial loss which VoxXpress Limited may sustain by reason of any breach of any of the provisions of this Licence by the Licensee or any warranty, representation or undertaking given by the Licensee hereunder.

In no event shall either party be liable for any special, incidental, consequential, exemplary, or punitive damages, or any claim for lost profits, lost business or lost business opportunities, even if the other party has been advised of the possibility of such damages or if such damages could have been reasonably foreseen.

The limits on the liability set out in this Licence shall not apply in respect of:

• – Any liability for fraud or fraudulent misrepresentation by a party (or its employees or agents);
• – Any breach of the obligations implied by Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or
• – Any other liability to the extent which it cannot be lawfully excluded.

No representation, warranty, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Licence except as expressly set out herein (unless the same was given or made fraudulently).

6. TERMINATION

During the term of this Licence as set out in Clause 3 and subject to Clause 6, either party shall be entitled upon giving written notice to the other to terminate this Licence immediately forthwith :-

i) if the other party shall commit a material breach of this Licence which shall not be capable of remedy or a material breach which shall be capable of remedy but which the other shall
not have cured or remedied within 28 (twenty-eight) days of receipt of written notification thereof; or

ii) if the other shall cease to carry on business or shall make any assignment for the benefit of creditors or make any composition with creditors or if any action or proceeding under bankruptcy or insolvency law is taken against the other and is not dismissed or discharged within twenty-eight (28) days of the commencement of such action or proceeding (time being of the essence) or if a receiver shall be appointed over all or a substantial part of the others assets or if the other shall effect a voluntary or compulsory liquidation of assets (other than for the purposes of a solvent reconstruction or amalgamation) or proceedings are started for, or a meeting is called for consideration of, the winding-up, administration, dissolution or reorganisation of the other.

Neither party shall be entitled to terminate this Licence where the inability of the other party to perform its obligations is due to any regulatory or other legal impediment beyond the control of that party provided that if this inability to perform its obligations continues for more than sixty (60) days, the other party may terminate this Licence in writing.

Termination of this Licence is without prejudice to the provisions of Clause 7, or to any other right or remedy, or accrued rights or claims which either party may have against the other.

In the event of termination of this Licence, all rights granted to the Licensee hereunder shall immediately revert to VoxXpress Limited without formality.

Any notice given under the provisions of this Licence shall be in writing and shall be sent by first class post to the address of the other party as stated in this Licence (or such other address as notified to the other party). Provided a copy is posted as above, all notices shall be deemed to have been received two (2) working days after they were posted.

7 CONFIDENDTIALITY

The parties agree that the terms of this Licence are and shall remain confidential and both parties shall ensure that the terms and conditions of this Licence are not discussed with any third parties without the prior written consent of the other party (except their respective professional advisers or as may be required by law or any legal regulatory authority). This clause shall survive any termination or assignment of this Licence.

8 MISCELLANEOUS

This Licence comprises the entire agreement between the parties with respect to the subject matter hereof and supersedes and excludes any prior arrangements, representations, promises or understandings (whether oral or in writing). To the extent that there are any inconsistencies between this Licence and any prior agreements relating to the Production, the provisions of this Licence shall take precedence.

Any amendment or variation to this Licence must be in writing and signed by both parties.

This Licence does not create or confer any rights which are enforceable by any person who is not a party to this Licence, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise.

If any provision of this License is held by any court or other competent authority to be invalid or unenforceable, the other provisions shall continue to be valid

Failure by either party at any time to enforce any of the provisions of the Licence shall neither be construed as a waiver of any rights or remedies hereunder nor in any way affect the validity of the Licence or any part of it. No waiver shall be effective unless given in writing and no waiver of any breach of the Licence shall constitute a waiver of any other breach, whether antecedent, subsequent or otherwise.

The Licensee shall not be entitled to any credits or refunds in the event that a voiceover performance is not included in the final edit of the Commercial Production or if the Commercial Production (or portion thereof) does not air or is not distributed.

9 ASSIGNMENT

The Licensee may not assign or sub-license this Licence without prior written consent from VoxXpress Limited. Notwithstanding the forgoing the Licensee may license or assign rights in the Production synchronised with the Track(s) in the normal course of business.