Common use of Delivery Materials Clause in Contracts

Delivery Materials. 4.1 Banijay shall deliver the Delivery Materials to the Licensee or provide access to the Licensee to the Delivery Materials according to Section 1. Banijay is not obliged to make delivery if the Licensee is in breach of its obligations under this Agreement including any failure to make any payment due prior to delivery of the Title(s). 4.2 The Licensee may use and copy the Delivery Materials according to this Agreement in the course of exercising the Rights. The copyright in the Delivery Materials and any copies made according to this Agreement remains the property of the owner of the Rights and/or ▇▇▇▇▇▇▇. The Licensee shall not create any lien, charge, pledge, mortgage or other encumbrance over any of the Delivery Materials or copies of the Delivery Materials. 4.3 The Delivery Materials will be sent to the Licensee with the costs billed to the Licensee’s nominated courier account unless the Delivery Materials are delivered electronically. 4.4 The Licensee will notify ▇▇▇▇▇▇▇ within fourteen t (14) Business Days of delivery of any defects in the Delivery Materials. If no defects in the Delivery Materials are notified to Banijay within fourteen (14) Business Days of the delivery, the Delivery Materials will be deemed to have been accepted by the Licensee. Upon receiving the notice ▇▇▇▇▇▇▇ will promptly replace any defective Delivery Materials. Costs of inspection of Delivery Materials will be met by the Licensee. After delivery is accepted the Licensee will not have any grounds to return the Delivery Materials including but not limited to on the basis of any defects, in relation to the content or any circumstances surrounding the actors/ locations or scenes within the Title(s). 4.5 If ▇▇▇▇▇▇▇ is unable to supply Delivery Materials without defects, ▇▇▇▇▇▇▇ may substitute another programme of comparable quality and entertainment value selected by ▇▇▇▇▇▇▇ with the written (email being sufficient) approval of the Licensee. Any substituted programme will be treated as the Title for the purposes of this Agreement. 4.6 If the Licensee does not approve any substituted programme: (a) this Agreement will terminate, however, if the Agreement relates to other Titles then the Agreement shall be deemed to be amended accordingly to remove the abandoned title(s) and the remaining licensed Titles shall remain as part of the Agreement; (b) any part of the Licence Fee paid to ▇▇▇▇▇▇▇ in respect of the programme which is not substituted will be refunded to the Licensee; and (c) Clause 10.6 will apply. 4.7 Licensee shall store all Delivery Materials safely whether in a physical location or if electronically then stored offline in appropriately secure databases and at all times adhering to Clause 5.10 below. In the event of loss, theft or destruction of or damage to the any of the Delivery Materials, the Licensee shall notify Banijay within forty- eight (48) hours after discovery of the loss, theft, destruction or damage. 4.8 The Licensee shall pay to ▇▇▇▇▇▇▇ promptly on demand the cost of replacement of any lost, stolen, destroyed or damaged master or trailer. 4.9 Masters and other Delivery Materials shall be erased or destroyed upon the termination of this Agreement or expiry of the Term in accordance with Clause 10.6.

Delivery Materials. 4.1 Banijay ▇▇▇▇▇▇▇ shall deliver the Delivery Materials to the Licensee or provide access to the Licensee to the Delivery Materials according to Section 1. Banijay is not obliged to make delivery if the Licensee is in breach of its obligations under this Agreement including any failure to make any payment due prior to delivery of the Title(s). 4.2 The Licensee may use and copy the Delivery Materials according to this Agreement in the course of exercising the Rights. The copyright in the Delivery Materials and any copies made according to this Agreement remains the property of the owner of the Rights and/or ▇▇▇▇▇▇▇. The Licensee shall not create any lien, charge, pledge, mortgage or other encumbrance over any of the Delivery Materials or copies of the Delivery Materials. 4.3 The Delivery Materials will be sent to the Licensee with the costs billed to the Licensee’s nominated courier account unless the Delivery Materials are delivered electronically. 4.4 The Licensee will notify ▇▇▇▇▇▇▇ within fourteen t (14) Business Days of delivery of any defects in the Delivery Materials. If no defects in the Delivery Materials are notified to Banijay within fourteen (14) Business Days of the delivery, the Delivery Materials will be deemed to have been accepted by the Licensee. Upon receiving the notice ▇▇▇▇▇▇▇ will promptly replace any defective Delivery Materials. Costs of inspection of Delivery Materials will be met by the Licensee. After delivery is accepted the Licensee will not have any grounds to return the Delivery Materials including but not limited to on the basis of any defects, in relation to the content or any circumstances surrounding the actors/ locations or scenes within the Title(s). 4.5 If ▇▇▇▇▇▇▇ is unable to supply Delivery Materials without defects, ▇▇▇▇▇▇▇ may substitute another programme of comparable quality and entertainment value selected by ▇▇▇▇▇▇▇ with the written (email being sufficient) approval of the Licensee. Any substituted programme will be treated as the Title for the purposes of this Agreement. 4.6 If the Licensee does not approve any substituted programme: (a) this Agreement will terminate, however, if the Agreement relates to other Titles then the Agreement shall be deemed to be amended accordingly to remove the abandoned title(s) and the remaining licensed Titles shall remain as part of the Agreement; (b) any part of the Licence Fee paid to ▇▇▇▇▇▇▇ in respect of the programme which is not substituted will be refunded to the Licensee; and (c) Clause 10.6 will apply. 4.7 Licensee shall store all Delivery Materials safely whether in a physical location or if electronically then stored offline in appropriately secure databases and at all times adhering to Clause 5.10 below. In the event of loss, theft or destruction of or damage to the any of the Delivery Materials, the Licensee shall notify Banijay within forty- eight (48) hours after discovery of the loss, theft, destruction or damage. 4.8 The Licensee shall pay to ▇▇▇▇▇▇▇ promptly on demand the cost of replacement of any lost, stolen, destroyed or damaged master or trailer. 4.9 Masters and other Delivery Materials shall be erased or destroyed upon the termination of this Agreement or expiry of the Term in accordance with Clause 10.6.

Delivery Materials. 4.1 Banijay 3.1 Raydar shall, as soon as practicable after signature of this Agreement and conditionally upon the Licensee making the Licence Fee payment detailed at Clause 4, use all reasonable endeavours to deliver to the Licensee free and clear of encumbrances, the Delivery Materials by the Delivery Date. The Delivery Materials will be held in Raydar’s name. In the event that Raydar fails to deliver the Delivery Materials In accordance with this Agreement, the Licensee’s remedies shall be limited to the amount of the Licence Fee paid to Raydar in respect of the Delivery Materials not delivered. 3.2 Unless otherwise specified, the Licensee must approve the Delivery Materials as technically acceptable within 30 days of delivery. Failure by the Licensee to advise Raydar within such 30 days of unacceptability of the Delivery Materials, in writing (by facsimile or registered post), shall be deemed acceptance of said Delivery Materials by the Licensee. If the Licensee shall give notice to Raydar that the Delivery Materials for the Programme are not technically acceptable such notice shall detail the technical reasons why such Delivery Materials are not of acceptable quality and Raydar shall be entitled during a thirty (30) day period (and at Raydar’s cost) to either remedy any deficiencies so notified or to deliver to the Licensee a substitute programme(s) from Raydar's catalogue of programmes valued at the same value as the Programme as agreed between the parties. 3.3 Subject as otherwise specified at Clause 3.2, all air freight, courier or other delivery and associated costs, all customs and duty charges Incurred in relation to the delivery of the Delivery Materials to the Licensee or provide access the returning of the Delivery Materials to Raydar shall be the responsibility of the party specified in the Agreement. All costs of copying or duplicating the Delivery Materials for use by the Licensee shall be the responsibility of the Licensee. 3.4 Unless otherwise agreed by the parties in writing, all Delivery Materials supplied under the terms of this Agreement shall remain the property of Raydar at all times. 3.5 The Delivery Materials shall be held at the Licensee's risk from the time of delivery until the time they are returned to Raydar and the Licensee undertakes to pay to Raydar the cost of replacing any Delivery Materials lost or damaged while held by it or held on its behalf or any costs incurred by Raydar as a result of any failure by the Licensee to return Delivery Materials to Raydar as aforesaid. 3.6 The Licensee shall further use all reasonable care in handling and storing the Delivery Materials according Materials, including taking reasonable precautions to Section 1. Banijay is not obliged to make delivery if the Licensee is in breach prevent any unauthorised duplication or reproduction of its obligations under this Agreement including any failure to make any payment due prior to delivery of the Title(s). 4.2 The Licensee may use and copy the Delivery Materials according to this Agreement in the course of exercising the Rights. The copyright in the Delivery Materials and any copies made according to this Agreement remains the property of the owner of the Rights and/or ▇▇▇▇▇▇▇. The Licensee shall not create any lien, charge, pledge, mortgage or other encumbrance over any of the Delivery Materials or copies of the Delivery Materials. 4.3 The Delivery Materials will be sent to the Licensee with the costs billed to the Licensee’s nominated courier account unless the Delivery Materials are delivered electronically. 4.4 The Licensee will notify ▇▇▇▇▇▇▇ within fourteen t (14) Business Days of delivery of any defects in the Delivery Materials. If no defects in the Delivery Materials are notified to Banijay within fourteen (14) Business Days of the delivery, the Delivery Materials will be deemed to have been accepted by the Licensee. Upon receiving the notice ▇▇▇▇▇▇▇ will promptly replace any defective Delivery Materials. Costs of inspection of Delivery Materials will be met by the Licensee. After delivery is accepted the Licensee will not have any grounds to return the Delivery Materials including but not limited to on the basis of any defects, in relation to the content or any circumstances surrounding the actors/ locations or scenes within the Title(s). 4.5 If ▇▇▇▇▇▇▇ is unable to supply Delivery Materials without defects, ▇▇▇▇▇▇▇ may substitute another programme of comparable quality and entertainment value selected by ▇▇▇▇▇▇▇ with the written (email being sufficient) approval of the Licensee. Any substituted programme will be treated as the Title maintaining adequate insurance cover for the purposes of this Agreement. 4.6 If the Licensee does not approve any substituted programme: (a) this Agreement will terminate, however, if the Agreement relates to other Titles then the Agreement shall be deemed to be amended accordingly to remove the abandoned title(s) and the remaining licensed Titles shall remain as part of the Agreement; (b) any part of the Licence Fee paid to ▇▇▇▇▇▇▇ in respect of the programme which is not substituted will be refunded to the Licensee; and (c) Clause 10.6 will apply. 4.7 Licensee shall store all Delivery Materials safely whether in a physical location or if electronically then stored offline in appropriately secure databases and at all times adhering to Clause 5.10 below. In the event of loss, theft or destruction of or damage to the any of the said Delivery Materials, the Licensee shall notify Banijay within forty- eight (48) hours after discovery of the loss, theft, destruction or damage. 4.8 The Licensee shall pay to ▇▇▇▇▇▇▇ promptly on demand the cost of replacement of any lost, stolen, destroyed or damaged master or trailer. 4.9 Masters and other Delivery Materials shall be erased or destroyed upon the termination of this Agreement or expiry of the Term in accordance with Clause 10.6Raydar’s reasonable request in relation thereto.

Delivery Materials. 4.1 Banijay a) Licensor shall provide Licensee with the Delivery Materials upon signature of this Agreement and payment of the first installment of the License Fee, unless otherwise agreed herein. The Delivery Materials will be considered technically accepted unless Licensor has received a written notification from Licensee specifying the technical defect within ten (10) days after despatch of the Delivery Materials by Licensor. Upon receipt of such notification, Licensor shall timely deliver corrected or replacement Delivery Materials. Any corrected or replacement Delivery Materials will be considered technically accepted within ten (10) days after despatch of each such corrected or replacement Delivery Materials by Licensor. For the avoidance of doubt, in the event the Delivery Materials are held or retained by any local custom or governmental authority, Licensor shall not be liable for any late receipt of the Delivery Materials by Licensee as a consequence thereof. Furthermore, in the event of digital delivery of files, Licensee has fourteen (14) days after Licensor has sent a download link to download the files. If the files are not downloaded within this timeframe and a re-delivery is requested, a re-delivery of EUR 149 per file shall apply. b) In the event of suspension of exercise of the Licensed Media Rights due to a situation as described in Clause 6.a) above, Licensee shall not claim any damages or lost profits. Instead the License Period(s) will be extended during the suspension. This suspension of the License Period(s) shall not last for more than three (3) consecutive months. c) Legal ownership of the Delivery Material shall stay with Licensor. d) If the Delivery Materials are delivered to Licensee on loan, Licensee shall retain the Delivery Material for the number of days as specified in the Specific Terms and Conditions after receipt of the Delivery Materials by Licensee (“Return Date”) to enable the appropriate number of copies to be taken therefrom. Thereafter Licensee shall return, at Licensee’s expense, the Delivery Materials to such address as Licensor may specify or if no address is specified to Licensor's address as set out in the Licensee or provide access to heading of this Agreement. Each of the Licensee to copies of the Delivery Materials according to Section 1. Banijay is not obliged to make delivery if the Licensee is in breach of its obligations under this Agreement including any failure to make any payment due prior to delivery of the Title(s). 4.2 The Licensee may use and copy the Delivery Materials according to this Agreement in the course of exercising the Rights. The copyright in the Delivery Materials and any copies made according to this Agreement remains shall become the property of Licensor upon being manufactured by Licensee, subject only to a right of use for the owner purpose of the Rights and/or ▇▇▇▇▇▇▇. The Licensee’s exercise of those rights granted to Licensee hereunder and Licensee shall do nothing that would impair Licensor's title and shall not create permit any lien, charge, pledge, mortgage or other encumbrance over to attach thereto. Licensee shall be responsible for any of and all losses and damages to the Delivery Materials or copies of the Delivery Materials(fair wear and tear excepted) until receipt by Licensor. 4.3 The Delivery Materials will be sent to e) If the case may be, Licensee with the costs billed to the Licensee’s nominated courier account unless the Delivery Materials are delivered electronically. 4.4 The Licensee will notify ▇▇▇▇▇▇▇ within fourteen t (14) Business Days of delivery of any defects in the Delivery Materials. If no defects in the Delivery Materials are notified to Banijay within fourteen (14) Business Days of the delivery, the Delivery Materials will be deemed to have been accepted by the Licensee. Upon receiving the notice ▇▇▇▇▇▇▇ will promptly replace any defective Delivery Materials. Costs of inspection of Delivery Materials will be met by the Licensee. After delivery is accepted the Licensee will does not have any grounds to return the Delivery Materials including but not limited without limitation the program master material, which shall be rewound and in good condition, on or before the Return Date, Licensee will pay for all resulting losses and expenses including without limitation Licensor’s costs of getting the Delivery Materials back from Licensee and costs of arranging for replacement Delivery Materials to on the basis of any defects, in relation to the content or any circumstances surrounding the actors/ locations or scenes within the Title(s)third parties. 4.5 If ▇▇▇▇▇▇▇ is unable to supply Delivery Materials without defectsf) In any case, ▇▇▇▇▇▇▇ may substitute another programme of comparable quality and entertainment value selected by ▇▇▇▇▇▇▇ with upon the written (email being sufficient) approval expiry of the Licensee. Any substituted programme will be treated as the Title for the purposes of this Agreement. 4.6 If the Licensee does not approve any substituted programme: (aLicense Period(s) this Agreement will terminate, however, if the Agreement relates to other Titles then the Agreement shall be deemed to be amended accordingly to remove the abandoned title(s) and the remaining licensed Titles shall remain as part of the Agreement; (b) any part of the Licence Fee paid to ▇▇▇▇▇▇▇ in respect of the programme which is not substituted will be refunded to the Licensee; and (ceach Program(s) Clause 10.6 will apply. 4.7 Licensee shall store all Delivery Materials safely whether in a physical location or if electronically then stored offline in appropriately secure databases and at all times adhering to Clause 5.10 below. In the event of loss, theft or destruction of or damage to the any of the Delivery Materials, the Licensee shall notify Banijay within forty- eight (48) hours after discovery of the loss, theft, destruction or damage. 4.8 The Licensee shall pay to ▇▇▇▇▇▇▇ promptly on demand the cost of replacement of any lost, stolen, destroyed or damaged master or trailer. 4.9 Masters and other Delivery Materials shall be erased or destroyed upon the termination of this Agreement any copies of each Program(s) or expiry all Program(s), as the case may be, shall be erased or otherwise destroyed by Licensee and Licensee shall, if so required by Licensor, deliver to Licensor a certificate of the Term in accordance with Clause 10.6such destruction.