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Terms and Conditions

1.Defined Terms In these Terms and Conditions, “Artist”, “Artwork”, “Territory”,
“Period”, “Licensed Goods”, “Licensed Use”, “Customer”, “Fee”, “Royalty” “Delivery
Date”, “Return Date”, and “Credit Line” have the meanings given to them in the
Particulars [overleaf] [to which these Terms and Conditions are attached]. “Advocate”
means Advocate Art Limited (company number 2964790), trading as Advocate and acting
as sole agent for the Artist.
2.Licence 2.1 Subject to the payment of the Fee and the Royalty by the Customer to
Advocate when due, Advocate grants to Customer a non-exclusive/exclusive licence to
reproduce the Artwork solely for the purposes of the manufacture, distribution and sale of
the Licensed Goods or for the purposes of the Licensed Use (as appropriate) in the
Territory for the Period, or until earlier termination of this licence in accordance with the
provisions of clause 9 below. In the case of a licence to manufacture Licensed Goods, the
licence also includes the right to reproduce the Artwork in advertising and promotional
material for the Licensed Goods. 2.2 If, at any time during the Period the Artwork has not
been exploited by the Customer by way of manufacture, distribution and sale of the
Licensed Goods or for the purposes of the Licensed Use for a consecutive period of 12
months, Advocate may serve a written notice upon the Customer terminating the licence
granted under clause 2.1 in respect of the Artwork which notice shall take effect upon
delivery. For the avoidance of doubt Licensed Goods as stated in the particulars will
relate to traditional retail models and unless stated as such excludes electronic sales
and bespoke publishing via print on demand.
3.Delivery of Artwork Advocate shall use its reasonable endeavours to procure the
delivery of the Artwork to the Customer by the Delivery Date. Time shall not be of the
essence for the purpose of this clause and, Advocate shall not be liable for any loss
(including without prejudice to the generality of foregoing any consequential loss or loss
of profits) incurred by the Customer if delivery of the Artwork is not made by the
Delivery Date.
4.Payment 4.1 The Customer shall pay the Fee to Advocate by the end of the calendar
month following the month in which Advocate’s invoice is issued which Fee shall be on
account of Royalties due to Advocate under clause .4.2 In addition to the payment of the
Fee, the Customer shall pay to Advocate the Royalty which shall be calculated as a
percentage of the Net [Wholesale][Retail] Price of all the Licensed Goods sold or
otherwise disposed of by the Customer during the Period. The Net [Wholesale][Retail]
Price of the Licensed Goods shall be the [wholesale][retail] price, excluding Value Added
Tax, at which the Licensed Goods are sold [by the Customer to the retailer][to the
public].4.3 The Customer shall pay interest to Advocate on any late payments of the Fee
or Royalty at the rate of 4% per annum over Barclays Bank PLC base rate from time to
time from the date such payment fell due until receipt by Advocate of the full amount
due, whether before or after judgement.4.4 All payments to be made under this licence
shall be exclusive of VAT and any applicable VAT shall be paid in addition to such
payments upon production of a valid VAT invoice.
5.Records and Inspection 5.1The Customer shall keep true and accurate accounts and
records of the sale and disposal of all Licensed Goods and the aggregate Net Retail Price
received in respect thereof together with any other information relevant to the
computation of the Royalty. The Customer shall within 14 days of the end of each
[calendar month/quarter] during the Period send to Advocate a full statement showing the
number of Licensed Goods sold or otherwise disposed of during that period, and the
aggregate Net Retail Price in respect thereof, together with a remittance for the Royalty
due to Advocate.5.2 The Customer shall, on request, allow Advocate, or its auditors, to
inspect, audit and take copies of the Customer’s accounts and records insofar as necessary
to verify sales and other disposals of the Licensed Goods and the aggregate of the Net
Retail Price in respect thereof and the Royalty due to Advocate. If the sums paid by the
Customer to Advocate are less than the amount certified as due by such auditors, the
Customer shall pay the outstanding balance and (if the said balance exceeds £1,000 or
10% of the amount due, whichever is the smaller) the auditor’s fees to Advocate within
seven (7) days of the date of the auditors’ certificate.5.3 All sums shall be paid in full
without deductions except only for such tax as the Customer is legally bound to withhold.
The Customer shall provide official tax receipts in respect of such deductions and shall
provide all documentation in relation to the withholding that Advocate requires in order to
recover the withheld tax.
6.Return of Artwork The Customer shall return the Artwork to Advocate by the Return
Date.

7.Loss of Artwork 7.1 Risk in the Artwork shall pass to the Customer at the time of
despatch to you from Advocate or the Artist(as applicable). The Artwork shall remain at
the Customer’s risk until it has been returned to and received by Advocate in accordance
with the terms of clause 6.

8.Quality of Licensed Goods 8.1 The Customer shall ensure that any reproductions of
the Artwork for the Licensed Use shall be of first class technical and pictorial quality and
that the Licensed Goods are manufactured to a high standard of quality and shall, if
requested by Advocate, submit samples of the Licensed Goods to Advocate for their
approval prior to any distribution, sale or disposal of any Licensed Products. If such
approval is requested, no Licensed Goods shall be distributed or sold by the Customer
without such prior written approval. 8.2 The Customer shall comply with all
applicable laws, safety standards, codes and regulations relating to the manufacture, sale,
distribution or other dealing with the Licensed Goods in the Territory.
9.Termination and Consequences of Termination
9.1 Advocate may terminate the Licence immediately by notice in writing at any time to
the Customer if:(a)the Customer commits a material breach of any of the terms or
conditions of this Licence unless such breach is remedied (if capable of remedy) within
fourteen (14) days of notice given by Advocate requiring the Customer to do so;(b) if the
Customer enters into a deed of arrangement or commits an act of bankruptcy or
compounds with its creditors or if a receiving order is made against the Customer or if
(being a company) an order is made or a resolution is passed for the winding up of the
Customer or for the appointment of an administrator to manage the Customer’s affairs,
business and property or if a receiver is appointed of any of the Customer’s assets or
undertaking or if circumstances arise which entitle the Court to make a winding-up order.
9.2 Upon the termination or expiration of this Licence for any reason all Royalty and
other monies accrued due hereunder shall become immediately due and payable to
Advocate and, subject to clause 10.1, the Customer shall within thirty (30) days
deliver to Advocate or otherwise dispose of in accordance with the directions of
Advocate the Artwork, all Licensed Goods, samples thereof and any advertising,
promotional or sales material relating to the Licensed Products then in the possession
of the Customer. The Customer shall cease to manufacture, distribute, advertise or
sell the Licensed Products.
9.3 Upon termination or expiration of this Licence subject to any rights or obligations
which have accrued prior to termination and to the continued existence and validity
of the rights and obligations of the parties under those clauses which are expressed to
survive termination and any provisions of this Agreement necessary for the
interpretation or enforcement of this Agreement, neither party shall have any further
obligation to the other under this Agreement.
9.4 Upon termination or expiration of this Licence other than in accordance with the
provisions of clause 9.1, the Customer shall be entitled for a period of up to 6 months
following such termination or expiration, to distribute, sell and deal any Licensed
Goods in its possession and manufactured prior to the date of termination or
expiration. For the avoidance of doubt, Royalties shall be due to Advocate on any
Licensed Goods sold or otherwise disposed of during this period.

10.Alterations 10.1 The Customer shall not in any way modify, alter, amend or adapt
the Artwork or permit the Artwork to be altered, amended, adapted or modified in
any way. 10.2 The Customer shall not use the Artwork in anything other than its
original form save that the Customer may overprint text on reproductions of Artwork
and apply colour enhancement to reproductions of the Artwork.

11.Artist The Customer hereby acknowledges that Advocate has been appointed as
the Artist’s sole agent in respect of the exploitation of the Artwork and all and any
other artistic works created by the Artist and the Customer hereby agrees that if the
Customer wishes to acquire an additional licence to reproduce and exploit such
Artwork and other artistic works the Customer shall acquire such a licence from
Advocate and not from the Artist directly.

12.Assignability In the case of a non-assignable licence, this licence is personal to
the Customer, and the Customer shall not assign its rights or obligations hereunder to
a third party save that if the Customer is a company, this licence may be assigned to
another company within the same group. For purposes of this clause, “group” has the
same meaning as in Section 42 of the Landlord & Tenant Act 1954. In case of an
assignable license, the Customer may assign the benefit of this Licence to a third
party.

13.Liability and Indemnity
13.1 Advocate shall not be liable to the Customer for any loss or damage suffered or
incurred by the Customer as a result of the Artwork or the Licensed Goods breaching
any copyright, intellectual property rights or any other rights of any third party. 13.3
The Customer shall indemnify Advocate and hold it harmless against any costs,
claims, damages, demands, liabilities or expenses (including legal expenses) awarded
against or incurred or paid by Advocate arising out of or in connection with any
breach by the Customer of any of its obligations under this Agreement
14 Export Duties The Customer is responsible for any customs, duties or local taxes
in whatever form incurred, and Advocate does not accept any liability for these
charges.
15.Credit Line and Copyright Notice
15.1 The Customer hereby agrees that the Credit Line shall be included on all
Licensed Goods. Advocate hereby asserts on behalf of the Artist, the Artist’s right to
be identified as the author of the Artwork in accordance with Sections 77 and 78 of
the Copyright, Designs and Patents Act 1988. 15.2 Each and everyone of the
Licensed Goods including the packaging, advertisements and other related material
shall contain such copyright notices as shall be required and/or approved by
Advocate.
16.Warranties 16.1 Advocate warrants: (a) it is the exclusive Licensee of the
Artwork and entitled to enter into this licence;(b) to the best of its knowledge and
belief the Artwork does not infringe the copyright or any other right of any other
person;(c) to the best of its knowledge and belief the does not contain any defamatory
or obscene statement or matter; and(d) it has not previously licensed, assigned,
granted or in any way encumbered the Artwork so as to derogate from the licence
hereby granted.

17.Severability If any provision of these terms and conditions is declared by court of
competent jurisdiction to be invalid for any reason, such invalidity shall not affect the
remaining provisions.

18.Entire Agreement and Variation This Agreement supersedes all prior
agreements, negotiations and discussions between the parties relating thereto. No
amendment or other variation to this Agreement shall be effective unless it is in
writing and is signed by or on behalf of each of the parties.

19.Notices All notices required or permitted under this Agreement shall be in written
form and shall be sent to the addresses set out in the Particulars to which these Terms
and Conditions are attached and shall be given by personal delivery, post or
transmitted by facsimile and if sent by post shall be deemed to have been delivered
(in the case of internal UK post) 48 hours after despatch and in proving the fact of
despatch it shall be sufficient to show that the envelope containing such notice was
properly addressed stamped and posted, if delivered personally shall be deemed to
have been delivered when it is received and in the case of notices sent by facsimile,
when it has been successfully transmitted.

20.Governing Law This Licence shall be governed by and construed in accordance
with the laws of England and the parties submit to the jurisdiction of the English
Courts.