Common use of Production Services Clause in Contracts

Production Services. 4.1 If specified in the Order and provided that Artwork is supplied to us in accordance with clause 3 of these Outdoor T&Cs, we will: (a) procure Printing; and/or (b) undertake the Design on the terms of this clause 4 of these Outdoor T&Cs. We warrant that we will procure Printing and/or undertake the Design (as appropriate) using reasonable skill and care. 4.2 You hereby grant us a non-exclusive licence of all IPR in and to the Artwork reasonably required by us to design Advertisement Copy and to perform our other obligations in this Agreement without infringing any third party’s rights. Without prejudice to any other provision of this Agreement, you warrant that you have the right, capacity, power and authority to give the licence contained in this clause 4.2. You covenant to pay and shall indemnify us and the Indemnified Parties on demand for and against all Losses incurred by any of them, arising out of or in connection with a claim by a third party that the use of the Artwork as contemplated by this Agreement infringes that third party's rights. 4.3 Following receipt of the Artwork in accordance with clause 3 of these Outdoor T&Cs, we will provide you with an electronic copy of the draft Advertisement Copy ("Draft Copy").‌ 4.4 Upon receipt of the Draft Copy, you will promptly (and, in any case, in no more than three (3) Working Days) accept or reject the Draft Copy by notice in writing to us. Subject to clause 4.6 of these Outdoor T&Cs, where you reject any Draft Copy (or revised Draft Copy), we will endeavour to produce revised Draft Copy for your approval, and upon receipt of any such revised Draft Copy, you will within one (1) Working Day accept or reject the revised Draft Copy by notice in writing to us. You undertake to provide us with such information as we may reasonably request to facilitate the performance by us of our obligations in this clause 4.4. 4.5 Where Design is included in the Fee or is otherwise stated to be free of charge in respect of any Outdoor Campaign, you will be entitled to the initial Draft Copy and no more than three (3) revised drafts of the same (provided that we have complied with the warranty set out in clause 4 of these Outdoor T&Cs). All further Design work undertaken by us shall be charged at our standard rate of £150 for each subsequent revised draft. 4.6 We will be under no obligation to provide revised Draft Copy to the extent that the Draft Copy or any revised Draft Copy provided by us acting in good faith has not been approved by you by the date which is three (3) Working Days before the Copy Deadline for the relevant Outdoor Campaign. 4.7 To the extent that: 4.7.1 the Artwork is not provided in accordance with clause 3 of these Outdoor T&Cs; or 4.7.2 by the date which is at least three (3) Working Days before the Copy Deadline, you have not approved the Draft Copy or any revised Draft Copy in accordance with clause 4.3 of these Outdoor T&Cs, then you will be deemed to have cancelled the relevant Outdoor Campaign and you will pay the Fee for the relevant Outdoor Campaign in full. You acknowledge that time is of the essence in the production and posting of Advertisement Copy and that this provision is the minimum required to ensure that Advertisement Copy is ready for display in good time. 4.8 Any Draft Copy approved by you shall be Advertisement Copy for the purposes of this Agreement. For the avoidance of doubt, we will be under no obligation to display any Draft Copy which you have not approved in writing in accordance with this clause 4.8.

Production Services. 4.1 If specified in As long as the Order and provided that Artwork is supplied to us in accordance with clause 3 of these Outdoor T&Cs, we will: (a) procure Printing; and/or and (b) if specified in the Order, undertake the Design on the terms of this clause 4 of these Outdoor T&Cs. We warrant that we will procure Printing and/or and, if applicable, undertake the Design (as appropriate) using reasonable skill and care. 4.2 You hereby grant us a non-exclusive licence of all IPR in and to the Artwork reasonably required by us to design Advertisement Copy and to perform our other obligations in this Agreement without infringing any third party’s rights. Without prejudice to any other provision of this Agreement, you warrant that you have the right, capacity, power and authority to give the licence contained in this clause 4.2. You covenant to pay and shall indemnify us and the Indemnified Parties on demand for and against all Losses incurred by any of them, arising out of or in connection with a claim by a third party that the use of the Artwork as contemplated by this Agreement infringes that third party's rights. 4.3 Following receipt of the Artwork in accordance with clause 3 of these Outdoor T&Cs, we will provide you with an electronic copy of the draft Advertisement Copy ("Draft Copy").‌Copy"). 4.4 Upon receipt of the Draft Copy, you will promptly (and, in any case, in no more than three (3) Working Days) accept or reject the Draft Copy by notice in writing to us. Subject to clause 4.6 of these Outdoor T&Cs, where you reject any Draft Copy (or revised Draft Copy), we will endeavour to produce revised Draft Copy for your approval, and upon receipt of any such revised Draft Copy, you will within one (1) Working Day accept or reject the revised Draft Copy by notice in writing to us. You undertake to provide us with such information as we may reasonably request to facilitate the performance by us of our obligations in this clause 4.4. 4.5 Where Design is included in the Fee or is otherwise stated to be free of charge in respect of any Outdoor Campaign, you will be entitled to the initial Draft Copy and no more than three (3) revised drafts of the same (provided that we have complied with the warranty set out in clause 4 of these Outdoor T&Cs)same. All further Design work undertaken by us shall be charged at our standard rate of £150 for each subsequent revised draft. 4.6 We will be under no obligation to provide revised Draft Copy to the extent that the Draft Copy or any revised Draft Copy provided by us acting in good faith has not been approved by you by the date which is three (3) Working Days before the Copy Deadline for the relevant Outdoor Campaign. 4.7 To the extent that: 4.7.1 the Artwork is not provided in accordance with clause 3 of these Outdoor T&Cs; or 4.7.2 by the date which is at least three (3) Working Days before the Copy Deadline, you have not approved the Draft Copy or any revised Draft Copy in accordance with clause 4.3 4.4 of these Outdoor T&Cs, then you will be deemed to have cancelled the relevant Outdoor Campaign and you will pay the Fee for the relevant Outdoor Campaign in full. You acknowledge that time is of the essence in the production and posting of Advertisement Copy and that this provision is the minimum required to ensure that Advertisement Copy is ready for display in good time. 4.8 Any Draft Copy approved by you shall be Advertisement Copy for the purposes of this Agreement. For the avoidance of doubt, we We will be under no obligation to display any Draft Copy which you have not approved in writing in accordance with this clause 4.84.