1. In consideration of the Fee the Company grants the Applicant a licence for the Period to enter and use the Location solely for the purpose of making audio and/or visual and/or audio/visual recordings ("the Recordings") solely on the basis of the terms of this Agreement ("the Licence").
2. The scope of the Licence (including without limitation the duration of use) may only be exceeded with the express agreement of an authorised representative (as specified by the Company's [LU Film Office]) ("the Authorised Representative") in which case additional changes shall be payable by the Applicant.
3. The Cancellation Fee will be payable if the Applicant notifies the Company of cancellation or postponement of the Licence less than one week before the Agreed Date or fails to give notice of cancellation or postponement. Irrespective of the date of such notice any and all expenses already incurred by the Company in arranging the Licence shall be paid by the Applicant.
4. The Applicant shall (and shall ensure that all agents, employees, contractors and representatives shall):
5. The Applicant shall not (and shall ensure that all agents, employees, contractors and representatives shall not):
6. The Applicant agrees that:
7. All rights in the Recordings shall vest in the Applicant and the Applicant shall be entitled in perpetuity to assign, license and/or exploit the same by all means and in all media as the Applicant may at its absolute discretion elect.
8. This Agreement does not grant the Applicant any right to use the Company's or Transport for London's intellectual property assets, including, but not limited to, the Roundel, the journey planner and the New Johnson Typeface, other than as filmed in accordance with this Agreement. Notwithstanding the foregoing, the Applicant is entitled to change the name of the station for the purposes of the Recordings.
9. The Company shall be entitled to video/film or take photographs of the Applicant, its activities, crew, personnel and/or any actors, at the Location, for use for the promotional purposes of the Company and/or Transport for London. Where requested, this may incorporate the Company's signs and logos. The Company shall use its best endeavours not to disrupt or disturb the Applicant's activities where such filming or photography is taken during the creation Recordings. All rights in such video recordings/photographs shall vest in the Company and the Company shall in its absolute discretion elect to exploit the same without liability or acknowledgement to the Applicant. In addition, and without prejudice to the foregoing, the Company shall be entitled to take copies of and publish on any external or internal website or intranet owned by Company such extracts from the Programme which include and/or relate to the Location provided that such publication by the Company takes place after the first release or publication of the Programme and that the Applicant is duly credited as the owner of such extracts as may be appropriate.
10. The Company shall not be responsible for the activities of the Applicant or those for whom it is responsible whilst on the Company's premises, even if performed with the consent of the Company's staff and the Company shall not be liable to the Applicant for any costs, expenses, liabilities, losses (including, without limitation, direct, indirect or consequential) howsoever caused including, for the avoidance of doubt, in respect of equipment or the withdrawal of the Licence by the Company.
11. The Applicant shall carry and upon entry to the location shall produce to the Authorised Representative evidence of a current policy of insurance providing cover for death and/or personal injury to any person and loss of or damage to any property. Such insurance cover shall be for not less than £2/5/10,000,000 for any one occurrence or series of occurrences arising out of any one event.
12. The Applicant agrees to indemnify and keep the Company indemnified from and against all costs, expenses, liabilities, enquiries, losses (including, without limitation, direct, indirect and consequential loss and loss of profit), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) as a consequence of any breach of the terms of this Agreement.
13. While the Company will make every effort to make the Location available, the Company reserves the right to cancel arrangements in an emergency, in case of mechanical or other breakdown or where otherwise necessary. In such circumstances, the Applicant shall be entitled to the refund of any sums already paid to the Company less any costs incurred by the Company.
14. The Company reserves the right to immediately withdraw the Licence should the Applicant breach any term or condition in this Agreement or in the Company's byelaws. The Applicant and the Applicant's attendees shall leave the Company's property immediately upon being requested to do so by any representative of the Company.
15. The Parties do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
16. Any payments, notices, requests or communications from the Applicant required to be given under this Agreement shall be in writing and addressed to, LU Film Office, London Underground Ltd, 55 Broadway, London SW1H 0BD.
17. This Agreement is personal to the Applicant and cannot be assigned.
18. This Agreement shall be deemed to include the Method Statement and Risk Assessment attached to this Agreement save that in the event of any conflict between their respective terms the terms of this Agreement shall prevail.
19. This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior agreements, representations and warranties.
20. This Agreement shall be governed by and controlled in all aspects in accordance with the laws of England and each party hereby subsists to the non-exclusive jurisdiction of the English courts.