The date of this Agreement is [Day] of [Month], 20[Year] (the “Signing Date”)
This is an agreement between:
- [Released Party Name] with its registered office at [Registered Office Address] ("We/Us" in this Agreement); and
- [Releasing Party Name] with its registered office at [Registered Office Address] ("You" in this Agreement); and
- [Continuer Name] with its registered office at [Registered Office Address] (the "Continuer" in this Agreement).
- 2.1 We have a previous Agreement with You dated [Insert Contract Date] ("the Contract").
- 2.2 We have agreed with the Continuer in an agreement with them dated [Insert Contract Date] that the Continuer will buy all of our assets and take over responsibility for our business commitments
- 2.3 This means that we wish to be released completely from the Contract as from [Insert Release Date] (the “Release Date”) so that We are no longer responsible for performing the Contract, and You have agreed to release Us from the Release Date, as long as the Continuer agrees to perform the Contract and be bound by the terms of the Contract in place of Us.
- 2.4 In legal terms this arrangement, is called a “Novation”.
- 3.1 From the Release Date, the Continuer agrees with both You and Us to perform the Contract and be bound by all its terms as if the Continuer was a signatory to the Agreement in place of Us.
Also included in this document:
5. Pre-Existing Claims and Indemnity
6. Which Law System applies and the Place for Disputes
Tip Sheet for Granting a Licence
Term and Territory
How long is the Term for which you have granted rights? Is there any extension at the end of the Term or a sell-off period for any stock? Are all materials and stock returned to you at the end of the Term/sell-off? Is the Territory less than worldwide? If so, can you add other territories as the deal progresses? And can you sell in goods or services to the Territory from outside the Territory?
Grant of Rights
Are the rights you are granting exclusive or non-exclusive? What rights are you granting? Manufacturing? Selling? Marketing? Advertising and promotion? For which sales channels do they have these rights? Do they include online and mobile? Can they sub-licence to someone else?
Does the company you are granting rights to need any approvals from you before they carry out particular activities? If so, are there any time limits you must comply with? Must you be "reasonable" about granting approvals or not? Must the approval be in writing or is it okay if it's verbal?
If there is an advance or licence fee when is that payable? Is some of it staged rather than it all being paid up-front? Is there a guarantee instead or as well, which is not paid out till the end of the Term? Is the advance/fee off-set against royalties or commission you have to pay? How is any royalty or commission calculated? What is the "base price" - is it a dealer or retail price? Can deductions be made from that base price before calculating the royalty - for example discounts or rebates given to customers, packaging costs, or marketing costs all spent by the company you are giving the licence to?
How often do you have to be accounted to for royalties? In what format must statements be delivered and in what currency must you be paid. Must they receive an invoice before payment? How are withholding taxes dealt with - may they be deducted before you are paid?
Can you promise in the agreement that the product is owned by you and that you are fully entitled to grant them all rights? Have all rights granted by you been fully cleared and paid for?
Are you able to assign the agreement to someone else if you need to? Can they? Or does that need your approval? If they take in investment or get bought and have a change of control does that affect their rights? Can you terminate?
Marketing Commitments and Service Levels
Are they agreeing to any marketing or service level commitments? If so are they precise, measurable, achievable and timetabled? What are the consequences if they fail to perform? Are there any service level commitments you have to agree to cover things like maintenance, repair, replacement of faulty goods or fixing software bugs? Can you fulfil those commitments?
LawBite Legal Advice
LawBite professional advisors can help you straightaway with all of these issues and more. Just go to the the Legal Advice section and make your enquiry. We'll get back to you within 24hrs with a meaningful response.
Clive Rich is a highly experienced entertainment and digital media lawyer, who has also successfully run digital businesses for companies such as Sony and Bertelsmann.
A qualified barrister, he has been a lawyer for almost 30 years and has drafted and crafted contracts for a broad spectrum of multi-nationals, major organisations and brands, including Yahoo, Apple, Napster, SanDisk, Myspace and the BBC.
He has also previously run his own legal practice, Rich Futures Ltd in association with the Top 30 UK law firm, Olswang LLP, representing a variety of technology companies and SMEs.
Clive is a qualified Mediator through the Centre for Effective Dispute Resolution (CEDR) and a qualified Arbitrator through the Central Institute of Arbitration (CIArb) in London.
As a negotiator, he is the author of “The Yes Book: the Art of Better Negotiation”, published by Random House in March 2013. Clive has also designed and successfully launched a negotiation App called “Close My Deal”, enabling people to understand the basis of successful negotiation and apply the skills to everyday scenarios. He has provided negotiating coaching and deal making services to a wide range of large organisations and SMEs. He has also been a board member of a number of digital SMEs.
Clive is a devoted father and husband, but when he is not spending time with his family, he likes to unwind by playing golf or watching a variety of sports (football, rugby, cricket). He's a lifelong Milwall FC fan... but don't hold that against him!
Step By Step Guide
When To Use this document:
This document is useful if you have been bought or re-organised and as a result you want to make sure that someone else fulfils your obligations under an existing agreement from a particular date. This document makes sure that both your existing contract partner and the company replacing you agree to that change.