DOC

AGREEMENT AND LICENCE

By Megan Ferguson,2014-07-16 22:46
8 views 0
AGREEMENT AND LICENCE

    PROTECT COMMERCIAL

    LICENCE AGREEMENT

    This Agreement is made on [date]

BETWEEN

The Fire Service College, London Road, Moreton in Marsh, Gloucestershire

     GL56 0RH (‘the Licensor’)

AND

    […Company/Organisation/Individual Name and address]………………….. ……….. (‘The Licensee’)

     PROTECT COMMERCIAL 1

    PROTECT COMMERCIAL

Parties

    (1) The Fire Service College, an executive agency of the Crown established as a trading

    fund on 1 April 1992 pursuant to the Fire Service College Trading Fund Order 1992,

    whose place of business is at London Road, Moreton in Marsh, Gloucestershire GL56

    0RH (FSC).

    (2) [Name…………………………]

Definitions and interpretation

    In this Agreement and Licence, unless the context otherwise requires, the following definitions and expressions apply:

    ‘Crown copyright’ Materials that are produced by employees of the Crown in

    the course of their work and materials commissioned by

    Crown bodies.

    The date that payment is due to the Fire Service College, Due Date’ th day after the end date of each six month usually by the 30

    period.

    Each six-month period during the Term ending on 28 ‘Payment Period’

    February and 30 September. All payment/fees will be due

    on these dates, irrespective of Agreement commencement

    and expiry dates, up until such point that the Agreement is

    terminated.

    The use of the Material in a way that it was not originally ‘Re-use’

    intended for. It includes copying, adapting, developing,

    adding value, broadcasting, commercially exploiting.

    The date of the Agreement ‘Start Date’

1 Grant

    1.1 In consideration of the payment of the fees The FSC grants to[……..] a non-exclusive,

    non-transferrable licence under the Crown Copyright to do the following acts, in

    territory, for the purpose of delivering the Material to [……………..] personnel only and

    for the term of this Agreement:

    1.1.1 make copies of, reproduce and publish the Material (including in Braille format) 1.2 You shall not grant sub-licences under this Agreement.

    1.3 You must agree and acknowledge that you shall copy and reproduce the Material

    accurately.

     PROTECT COMMERCIAL 2

    PROTECT COMMERCIAL

2 Material

    2.1 The Material covered by this Agreement is the

    [……………………………………………………………………………………………] only.

3 The Licensee’s Obligations

    3.1 You shall ensure that every copy, reproduction or publication of the Material is:

    ; an accurate copy, reproduction or publication of the original Material; and

    ; shall be marked with a notice in the following terms:

    ? Crown Copyright material, reproduced with the permission of the Fire Service

    College England, under delegated authority from the Controller of HMSO.

    3.1.1 The Material may be incorporated into other material.

    3.1.2 Logos and content of the Material MUST NOT be changed.

    3.2 You shall ensure that

    3.2.1 the Material will be delivered only by the Trainer who has successfully

    completed the X Course delivered at FSC

    3.2.2 the Material is not used in a way that would suggest that FSC endorse [Insert

    FRS/company name] use of the Material, and

    3.2.3 there is no misrepresentation of the Material or its source

    3.3 You shall promptly make available to the FSC any copies, reproductions and

    publications of the Material on request.

    3.4 The licence agreement for re-use is limited to the Permitted Use only. Licensees must

    refer all other requests for re-use by a third party to The Fire Service College.

    3.5 You shall promptly provide the FSC with copies of all communications relating to

    Crown copyright or the Material with any regulatory body or other authority. 3.6 You shall keep proper records and books of account showing the number of

    [candidates/delegates who have enrolled on/received Training with use of the Material]

    during each Payment Period.

    3.7 You shall, in exercising your rights under this Agreement, comply with all applicable

    laws, regulations and codes of practice.

    4 Licensor’s Obligations

    4.1 The Fire Service College, the Licensor, will provide a current copy of the Material on

    the Start Date to the Licensee, and provide annual updates to the Material on request

    from the Licensee.

    4.2 The Fire Service College will give the Licensee details of any changes to this licence

    agreement in writing or email four weeks before any changes come into effect.

     PROTECT COMMERCIAL 3

    PROTECT COMMERCIAL

5 Protection of Crown Copyright

    5.1 The Licensee shall immediately notify the FSC in writing giving full particulars if any of

    the following matters come to its attention:

    5.1.1 any actual, suspected or threatened infringement of the Crown Copyright; and

    5.1.2 any claim made or threatened that the Material infringes the rights of any third

    party.

    5.2 In respect of any of the matters listed in clause 5.1:

    5.2.1 the FSC shall, at its absolute discretion, decide what action to take, if any;

    5.2.2 the FSC shall have exclusive control over, and conduct of, all claims and

    proceedings;

    5.2.3 You shall not make any admissions other than to the FSC and shall provide

    the FSC with all assistance that it may reasonably require in the conduct of

    any claims or proceedings; and

    5.2.4 The FSC shall bear the cost of any proceedings and shall be entitled to retain

    all sums recovered in any action for its own account.

    6 Term

    6.1 This Agreement comes into effect on the Start Date and, unless terminated earlier

    under the provisions of this Agreement, remains in force until the expiry of the Term. 6.2 The Term of this Licence Agreement is [Single Use/12/24/36] months. 7 Territory

    7.1 The Territory applicable to this licence agreement is the [United Kingdom/The world]. 8 The permitted use

    8.1 The Licensee may:

    8.1.1 Reproduce, publish and sell the Material in the English language as part of

    your products.

    8.1.2 Convert the Material to Braille and to other formats for people who are visually

    impaired.

    8.1.3 Reproduce the material internally within your organisation only/ to deliver

    training to your own employees/ deliver training for a commercial purpose

    8.1.4 Re-use the Material on your organisations website/in brochures/newsletter etc

    8.1.5 Translate Material from the language into any other language. (If you wish to

    use a translated version of the Material, you may request from us an indication

    of the cost of procuring a translation from the translators of the Department for

    Communities and Local Government.)

     PROTECT COMMERCIAL 4

    PROTECT COMMERCIAL

9 Fixed fees

    9.1 The Licensee shall, during the Term, pay the FSC a fixed fee of [?X] per candidate

    who is registered for training after the Start Date/ ?x per annum.

    10 Reports and accounting

    th10.1 The first accounting period will run from the Start Date until 28 February 20XX stth(inclusive). After that, the accounting periods will be six monthly from 1 March to 30 stththSeptember , and 1 October to 28/29 February as appropriate, to the end of the

    Licence agreement. (Inclusive)

    10.2 [Delete if fixed fee applicable]Within 30 days of the end of each payment period, the

    Licensee shall supply to the FSC a written statement of the number of

    candidates/delegates registered to undertake training in respect of that payment

    period. Following this the FSC will issue an invoice to you detailing the fees payable in

    respect of those candidates/delegates.

    10.3 FSC, or our representative may, upon giving reasonable notice, inspect the Licensee’s

    records and books for sales income for fees due to us. Reasonable notice will be

    given; either in writing or by email, of FSC’s wish to inspect your records and the

    inspection will take place during normal business hours. We are entitled to take copies

    of records and books of account.

    10.4 Where the FSC, or its representatives, detect that the calculation of fees due under

    this agreement by the Licensee is inaccurate by 4% or more, you shall reimburse the

    costs of the FSC, and the FSC’s representatives, associated with the inspection of

    records and books of account.

    10.5 The Licensee shall comply with any measures stipulated in writing by the FSC as a

    result of any inspection of records or books of account by the FSC or the FSC's

    representatives.

    10.6 The provisions of clause 10 shall remain in effect notwithstanding expiry or earlier

    termination of this agreement until all claims for payment have been settled. 11 Payment

    11.1 FSC will send the Licensee invoices for the amounts that are due to be paid to FSC. 11.2 All invoices must be paid within 30 days after the invoice date ("the Due Date").

    Cheques should be made payable to The Fire Service College and sent to:

    The Finance Department

    The Fire Service College

    Moreton-in-Marsh

    Gloucestershire. GL56 0RH.

    11.3 All invoices should be paid in Pounds Sterling. All payments will be made subject to

    VAT at the appropriate rate.

     PROTECT COMMERCIAL 5

    PROTECT COMMERCIAL

    11.4 FSC has the right to charge interest on any amounts that are not paid within the 30

    days at the statutory rate of interest, as specified under the Late Payment of

    Commercial Debt (Interest) Act 1998.

    12 Termination of the Licence Agreement

    12.1 Either party may terminate this Agreement by giving to the other party not less than

    four weeks notice in writing, (including fax or email).

    12.2 On termination or expiration of this Agreement, the Licensee shall immediately cease

    to use, and return or destroy, all Material covered by this Agreement. 12.3 Either party may terminate this Agreement by notice in writing to the other if the other

    is in material breach of any of the terms of this Agreement and such breach is

    incapable of remedy, or where the other party fails to remedy the breach within 30

    days after service of a written notice from the other party specifying the breach and

    requiring it to be remedied.

    12.4 In such instances of the Licensee being declared insolvent, entering into liquidation

    compounding with its creditors or ceasing to carry on business, the Fire Service

    College reserves the right to terminate this Agreement immediately on notice. 13 Effect of termination

    13.1 On expiry or termination of this Agreement for any reason:

    13.1.1 All outstanding sums payable by the Licensee to the FSC shall immediately

    become due and payable, including any fees payable in respect of

    candidates/delegates enrolled on the training during the Payment Period in

    which this Agreement expires or is terminated;

    13.1.2 The Licensee shall cease to make any use of the Material;

    13.1.3 Within 14 days after the date of termination the Licensee shall promptly

    destroy, or deliver at your expense to the FSC or any other person designated

    by the FSC, all copies of the Material.

    14 Assignment

    14.1 The Licensee must not pass their rights under this Agreement to anyone else.

    15 Disclaimer

    15.1 The use of the Material under this Agreement is entirely at the Licensee’s risk. The

    FSC make no warranty, representation or guarantee that the Material is error free. 15.2 The FSC shall not be liable to the Licensee for any costs, expenses, loss or damage

    arising from the Licensee’s exercise of the rights granted to it under this Agreement. 16 Governing Law and Jurisdiction

    16.1 This Agreement shall be subject to English law and the jurisdiction of the English

    courts.

     PROTECT COMMERCIAL 6

    PROTECT COMMERCIAL

16.2 The FSC shall be free to enforce its intellectual property rights in any jurisdiction.

    SIGNED for and on behalf of SIGNED for and on behalf of The Fire Service College

    By By

    Signature Signature

    Date Title

     Date

     PROTECT COMMERCIAL 7

Report this document

For any questions or suggestions please email
cust-service@docsford.com