1. In these Terms and Conditions we (British Pathe Limited) are referred to as "the Licensor" and you are referred to as "the Licensee". 2. Each Licence invoice rendered by the Licensor to the Licensee will grant to the Licensee the non-exclusive right to include the Material in the Production in the Media within the Territory for the number of transmissions and for the Licence Period only upon and in accordance with these terms and conditions and any additional terms and conditions set out in the Invoice for the Production in question. 3. The Material shall not be altered or used except in the form supplied to the Licensee (other than cutting for editorial purposes) and may not be used for any purpose other than inclusion in the Production except for publicising and promoting the Production.

4. The Licence Fee and any other payments due to the Licensor hereunder shall be paid within 30 days of the date of the Licensor's invoice and shall be exclusive of VAT and any other applicable taxes which shall additionally be paid by the Licensee. The Licensee shall pay the Licence Fee and any other payments due to the Licensee hereunder in full without any deduction or set-off from any amounts due to the Licensor under this Agreement or any other agreement between the Licensor and the Licensee.

5. If payment is not made to the Licensor on the due date, the Licensor reserves the right to charge interest on the amount unpaid equivalent to 4% above the then current National Westminster Bank plc base rate for the period commencing on the date when such amount should have been paid to the Licensor and ending on the date that full payment is made. Where interest is payable hereunder, all payments by the Licensor shall be applied first to pay such accrued interest and thereafter to discharge the original sum due.

6. The Licensee shall be responsible for all charges in connection with the Licensor's supply of the Material including, without limitation, all search fees, courier, messenger, handling and laboratory charges. Where such charges are paid by the Licensor such charges shall be recharged to the Licensee at the Licensor's standard rate.

7. A loan fee of £25 per master tape shall be payable for the first and each successive week or part thereof in which the loaned master tape is in the possession or under the control of the Licensee ("the Loan Period"). In the event that the Loan Period exceeds six weeks or the loaned master tape is lost, damaged or destroyed whilst in the possession or under the control of the Licensee, the Licensee shall pay to the Licensor the costs of replacing the same.

8. (i) The Licensee shall send the Licensor details of the Material used in the final edited version of the Production within five working days of completion of the same, including the total running time or number of feet used, as appropriate, and shall, at the Licensee's request, send the Licensee a VHS copy of the final edited version of the Production.

(ii) Where Material has been supplied to the Licensee hereunder and no declaration of usage has been made to the Licensor before the elapsing of the shorter of
 (a) one week from the date of initial exploitation of the Material in any Medium or
 (b) one month after the date on which the Production is completed or
 (c) three months from the date of supply of the material

the Licensee will be liable for a minimum Licence Fee equivalent to either of the cost at the then current rate of the minimum usage for the rights originally requested or the cost of twenty five seconds at the then current rate for two national transmissions at the Licensor's absolute discretion whether or not the Licensee uses the Material in the Production.

9. Where the Production includes credits, the Licensee will credit the source of the Material as British Pathe.

10. Any Licence of Material granted shall be of no force and effect unless and until the Licensee shall have paid the Licensor the Licence Fee and any other monies due hereunder in full and obtained any consents and clearances required including, without limitation, any consents and clearances required pursuant to paragraph 10 hereof.

11. No personality rights or music or other consents or clearances are given in the Material and the Licensee will be responsible for obtaining and paying for these.

12. The Licensor warrants that it has the right to grant to the Licensee the Licence granted herein and the Licensor will indemnify the Licensee in respect of any costs, claims, liabilities, damages or expenses, including reasonable legal fees, actually incurred by the Licensee which may arise from or out of the Licensor's breach of the foregoing warranty.

13. The Licensee will indemnify the Licensor on demand in respect of any costs, claims, liabilities, damages or expenses, including reasonable legal fees, actually incurred by the Licensor which may arise from or out of the Licensee's usage of the Material.

14. The Licensor shall be entitled to terminate any Licence granted pursuant to these terms and conditions in the event that the Licensee is in material or persistent breach of any of its terms and all rights granted thereunder to the Licensee shall automatically terminate.

15. The Licensee shall not assign, transfer or sub-license the benefit of this Agreement or any of the rights granted to the Licensee pursuant to this Agreement, other than for the purpose of the exploitation of the Production in full, without the prior written consent of the Licensor.

16. (a) This Agreement and each invoice rendered to the Licensee hereunder set out the entire agreement between the Licensor and the Licensee and any amendment or variation hereto or thereto must be in writing and signed by an authorised representative of each party;
(b) no failure or delay by either party in exercising any right under this Agreement shall operate as a waiver thereof;
(c) if any provision of this Agreement shall be declared illegal or unenforceable then such provision shall be deemed deleted from this Agreement and the remaining provisions shall continue in full force and effect;

17. Any notice to be given under the provisions of this Agreement shall be in writing and shall be given either by personal delivery or by sending it by fax or by first class post to the other party at its address as set out in this Agreement or as otherwise designated by the party concerned. A notice shall be deemed duly served at the time of actual receipt, if delivered by hand, upon confirmation of successful transmission if sent by fax and two business days after posting if sent by first class post.

18. This Agreement shall be subject to and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.