Common use of MATERIALS Clause in Contracts

MATERIALS. 4.1 Within 30 (thirty) days of payment of the License Fee (or the first instalment thereof, if so indicated in the Principal Terms), Licensor shall deliver the Materials on loan to Licensee. Any shipping costs, charges or expenses (including, but not limited to, risk of loss, insurance, taxes, customs clearance, shipping and forwarding charges) shall be borne by Licensee. If the Materials are lost, stolen, destroyed or damaged after delivery by Licensor to a shipping agent and before arrival at its destination, Licensee shall provide to Licensor and/or execute any document requested by Licensor certifying such loss, theft, destruction, or damage and all details known to Licensee relating to such occurrence, and Licensor shall make and deliver to Licensee a replacement copy of the Materials at Licensee’s expense. 4.2 Licensee shall examine the Materials, and shall have 30 (thirty) days of receipt thereof to notify Licensor (if necessary) that such Materials do not technically comply with commercial industry standards. In such event, Licensor shall use reasonable efforts to provide replacement Materials within 30 (thirty) days. However, if Licensor determines that it is not practicable to create a replacement copy of the Materials which meets the required standards, Licensor may elect to withdraw the Program and Licensee shall have the right to select a substitute program. In the event the Parties are unable to agree upon a comparable substitute program, or there is no comparable substitute program available, the License Fee paid by Licensee respecting such withdrawn Program shall be credited or refunded to Licensee. 4.3 The Materials shall be returned to Licensor no later than 30 (thirty) days after the end of the License Period (unless otherwise indicated in the Principal Terms) at Licensee's expense in the same condition in which they were received, failing which Licensee shall reimburse Licensor the actual cost of replacement of the Materials. If the Parties enter into a written agreement that the Materials may be destroyed, Licensee may also destroy the Materials and provide a certificate of erasure, together with a statement that no other copies are in its possession and/or control, no later than 60 (sixty) days after the end of the License Period. Title in and to the Materials of or relating to the Program, including any advertising and Publicity Materials, provided to Licensee hereunder is vested and shall remain in Licensor, and title in and to any dubbed or subtitled version of the Materials or any materials of or relating to the Program or its advertising and its promotion created by, for or at the request of Licensee and all rights therein, including (but not limited to) copyrights, rights of use and other rights of exploitation and all neighboring and connecting rights shall, to the fullest extent possible under applicable laws, vest and remain in and are hereby assigned to Licensor.

MATERIALS. 4.1 Within 30 (thirty) days 3.1 The Licensor shall, as soon as practicable after signature of this Agreement and conditionally upon the Licensee paying the Licence Fee payment as detailed above use all reasonable endeavours to deliver to the Licensee free and clear of encumbrances, the License Fee (or Materials by the first instalment thereof, if so indicated delivery date as agreed between the Parties. The Materials will be held in the Principal Terms), Licensor’s name. In the event that the Licensor shall fails to deliver the Materials on loan to in accordance with this Agreement, the Licensee. Any shipping costs, charges or expenses (including, but not limited to, risk of loss, insurance, taxes, customs clearance, shipping and forwarding charges) ’s remedies shall be borne limited to the amount of the Licence Fee paid to the Licensor in respect of the Materials not delivered. 3.2 Unless otherwise specified, the Licensee must approve the Materials as technically acceptable within ten (10) Working Days of delivery and at least fifteen (15) Working Days prior to the first scheduled transmission of the Programme(s). Failure by the Licensee to advise the Licensor within such period of unacceptability of the Materials, in writing shall be deemed acceptance of said Materials by the Licensee. If the Licensee shall give notice to the Licensor that the Materials for the Programme(s) are not technically acceptable such notice shall detail the technical reasons why such Materials are lost, stolen, destroyed or damaged after delivery by Licensor to a shipping agent not of acceptable quality and before arrival at its destination, Licensee shall provide to Licensor and/or execute any document requested by Licensor certifying such loss, theft, destruction, or damage and all details known to Licensee relating to such occurrence, and the Licensor shall make be entitled during a period of thirty (30) Working Days (and deliver at the Licensor’s cost) to Licensee a replacement copy either remedy any deficiencies so notified; or, following the return of the Materials to the Licensor for a quality-check, to terminate this Agreement and to refund to the Licensee the Licence Fee paid for the Programme(s) accordingly. 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 Materials to the Licensee shall be the responsibility of the Licensor and the costs in returning of the Materials to the Licensor shall be the responsibility of the Licensee. For the avoidance of doubt all costs of copying or duplicating the Materials for use by the Licensee shall be the responsibility of the Licensee or as otherwise agreed. 3.4 Unless otherwise agreed by the Parties in writing, all Materials supplied under the terms of this Agreement shall remain the property of the Licensor at all times. 3.5 The Materials on loan shall be held at the Licensee’s expenserisk from the time of delivery until the time they are returned to the Licensor or destroyed in accordance with Clause 12.3 and the Licensee undertakes to pay to the Licensor the cost of replacing any Materials lost or damaged while held by it or held on its behalf or any costs incurred by the Licensor as a result of any failure by the Licensee to return Materials to the Licensor as aforesaid. 4.2 3.6 The Licensee shall examine further use all reasonable care in handling and storing the Materials, and shall have 30 (thirty) days of receipt thereof including taking reasonable precautions to notify Licensor (if necessary) that such Materials do not technically comply with commercial industry standards. In such event, Licensor shall use reasonable efforts to provide replacement Materials within 30 (thirty) days. However, if Licensor determines that it is not practicable to create a replacement copy prevent any unauthorised duplication or reproduction of the Materials which meets the required standards, Licensor may elect to withdraw the Program and Licensee shall have the right to select a substitute program. In the event the Parties are unable to agree upon a comparable substitute program, or there is no comparable substitute program available, the License Fee paid by Licensee respecting such withdrawn Program shall be credited or refunded to Licenseemaintaining adequate insurance cover for said Materials. 4.3 The Materials shall be returned to Licensor no later than 30 (thirty) days after the end of the License Period (unless otherwise indicated in the Principal Terms) at Licensee's expense in the same condition in which they were received, failing which Licensee shall reimburse Licensor the actual cost of replacement of the Materials. If the Parties enter into a written agreement that the Materials may be destroyed, Licensee may also destroy the Materials and provide a certificate of erasure, together with a statement that no other copies are in its possession and/or control, no later than 60 (sixty) days after the end of the License Period. Title in and to the Materials of or relating to the Program, including any advertising and Publicity Materials, provided to Licensee hereunder is vested and shall remain in Licensor, and title in and to any dubbed or subtitled version of the Materials or any materials of or relating to the Program or its advertising and its promotion created by, for or at the request of Licensee and all rights therein, including (but not limited to) copyrights, rights of use and other rights of exploitation and all neighboring and connecting rights shall, to the fullest extent possible under applicable laws, vest and remain in and are hereby assigned to Licensor.