FILM PRODUCTION TERMS

KOKOE FILM & KOKOE STUDIOS - PRINCIPAL PRODUCTION

TERMS AND CONDITIONS GOVERNING ALL PRODUCTIONS

TERMS AND CONDITIONS

1 Interpretation

The following terms and conditions and definitions and rules of interpretation apply to and in any Contract and are deemed to have been accepted on signing of any such contract or deal memo or contract or services agreement or any other document/s or agreements to carry out work that involves all film production of any type and any level.

1.1 Definitions:

"Company" or "Production Company" means Kokoe Studios or Kokoe Film (check your contract for company name).

"Business Day" means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.

"Delivery Materials" means The artistic and other works forming part of the film or all of the film or the works attached.

"Fee" means the fee described in clause 5 of this Contract.

"Key Personnel" means any persons who will provide services for the production of the Video, including presenters or actors appearing in or providing voice-over contributions to the Video, the director, individual producer, lead photographer or cameraman or editor or any other crew ember of professional or other person.

"Production Schedule" means any planned dates, times and locations for the preparation, production and post-production of the Video as set out or referred to in the Proposal. Services: the services to be provided by the Producer under this Contract as set out in clause 2.
'Production Services' or 'Services' shall mean all and any services provided by the Production Company under any Contract and Services Agreement in the carrying out of its duties under this and all other Production Terms and Conditions including and not limited to Feature Film Production Terms and Conditions and Post Production Terms and Conditions which the Client agrees to be bound by the day and minute he engages our services.

1.2 The Production Company is a Limited Company with its Registered Office situated at 40 . Old School Lane . Blakesley . Towcester . NN12 8RS. Kokoe Studios are a licensed entity working in conjunction with On-Q Media and as such, shall be governed by the same terms and conditions herein as the Production Company, a brand working under Quaternion House Limited, suppliers of general management and associated media such as print, web and design.

1.3 Any words following the following terms: ’include’, ‘in particular’, ‘for example’ or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2 Engagement

2.1 Payment by the Client on deposit of any amounts or on signature of this Contract (or whichever is the sooner) shall be deemed to constitute full acceptance by the Client of all of the terms of this Contract and of all General Terms and Conditions of the Company, its Non-Disclosure Agreements and its Other General Terms and Conditions without limit or exclusion and in full or in part thereof.

2.2 In consideration of payment to The Production Company of the Fee, the Client engages The Production Company, and The Production Company agrees, to produce the Film using its Key Personnel and in accordance with the Proposal and the Production Schedule and to provide such other services as are agreed between the parties from time to time in connection with the Film. The Services where paid for shall include:

2.2.1 Where agreed by The Production Company, creating and developing a storyboard for the Film in discussion with the Client and in accordance with the directions and request of the Client;

2.2.2 consulting with and assisting in the writing of any script for narration in the Film, the final production screenplay for which shall be retained by the company;

2.2.3 casting voice artists in consultation with the Client;

2.2.4 selecting, gathering, holding and developing in consultation with the Client material that is to be contributed to the Film by third parties;

2.2.5 making necessary preparations for the filming and production of the Film including providing or engaging the crew, studio and other necessary facilities and services necessary to render the Services;

2.2.6 obtaining a licence to use background music;

2.2.7 creating and producing the Film in a timely fashion in accordance with the Scope and the Production Schedule;

2.2.8 undertaking and overseeing all post-production titling, editing, scoring, dubbing, cutting and completion of the Film;

and

2.2.9 Where requested (or included as part of the Proposal or agreed budget) providing a distribution consultancy service.

2.3 The Production Company will use reasonable endeavours to provide the Production Materials to the Client or to the Post Production facility on or before the Delivery Date (see Terms and Conditions of Post Production); but the Client acknowledges that filming of a Film requires timely patience and/or assistance and understanding by the Client and is dependent on any changes to the Scope and other matters beyond the control of The Production Company, including (without limitation) weather, licensing, other services, social media, third party delays or influences outside of the control of Company or not, availability of actors for use in the Film and / or delays caused by third party providers, including, for example, such as Clearcast (who clear Films for use on tv or cinema, including supporting legal processes). Accordingly The Production Company will have no liability to the Client for any failure to provide the Delivery Materials by the Delivery Date and time shall not be of the essence.

3 Creative Control

3.1 The parties agree to meet from time to time as agreed between the parties to consult in good faith with each other over the editorial content and artistic direction of the Film; provided that The Production Company shall, in its absolute discretion but with discussion with the Client and giving good faith consideration to the Client's views as a professional production company, have final editorial and artistic control over the Film.

3.2 The Production Company shall have the exclusive right on behalf of the Client to accept as satisfactory and to be granted full use and exclusive license to all story, outline/s, script/s, screenplay/s voice/s, storyboard/s, design and music of the Film and all and any other necessary and required elements for use in all feature film production/s.

3.3 The Client shall be responsible for any costs necessitated by any changes to the Scope overall, or, any changes:

3.3.1 necessitated by inaccurate or misleading information provided by the Client to The Production Company in preparation of the Proposal;

3.3.2 resulting from any failure by the Client to obtain consent from any third party or employees necessary in the delivery of the Film;

3.3.3 inaccurate technical direction or requirements imposed or required by the Client ‘on shoot’; Provided that the Client will not be responsible for the cost of changes arising from errors by or omissions of The Production Company.

3.4 The Client Representative will, if required, be available to provide hands-on assistance during filming.

3.5 The Production Company will, where agreed, shall submit to the Client details of the Director’s treatment, voices, storyboards, design and music for the Film for review and acceptance. The Client shall confirm either its acceptance or non-acceptance (with reasons in writing) within five Business Days after receipt of such details. If The Production Company does not receive notice of such acceptance or non-acceptance within that period of five Business Days, the Client will be deemed to have accepted the same, which will then form part of the Delivery Materials.

3.6 If the Client declines to accept any of the Delivery Materials, The Production Company will then have fourteen days in which to make all necessary changes to them, the Client having given written reasons for non-acceptance. The Production Company will then submit to the Client the revised material or replaced materials and the provisions of clause 3.5 and this clause 3.6 will apply again save that any further request for amendment by the Client after the second review shall be subject to charge by The Production Company to cover reasonable costs necessarily incurred as a result of the second non-acceptance; such costs to be paid within 30 days of the Client's receipt of a valid invoice for them.

3.7 The Client's Representative shall have the opportunity to accept, or refuse to accept, the Film at rough cut and fine cut stage delivered in hard copy or posted online for online review at The Production Company's cost. Subject to dates being agreed in advance, the Client shall be entitled to request within a period of fourteen Business Days from receipt of each of the rough cut and fine cut, reasonable amendments which shall be undertaken by The Production Company at its own cost. If the Client does not request amendments within fourteen Business Days, acceptance shall be deemed to have occurred and the Film accepted.

3.8 In the case of 3.6 above, this clause shall only apply if the Client or Client's agent has not breached any of the Production Company's terms and conditions. Should any breach or misconduct or what the Production Company considers to be any form of misconduct be caused by the Client via communication or other means of contact then the Production Company shall have the exclusive and sole right to not only continue to use the materials licensed to it for its exclusive and sole use in order to fulfil the terms of its contract to finish the film but to continue with the Production at its own discretion and without any further reference to the Client under Clause 3.1.

3.9 Any and all rights in 3.6 and 3.7 shall be withdrawn as a result of any misconduct. As a result of such misconduct, the Production Company shall finish the Production to its best ability or abilities and to render a Production 'final cut' and to do so with the full agreement of the Client regarding the Production Company's sole and final approval of the final cut and that such a final cut shall be approved by the Production Company in the absence of the client and that at all times all actions and discretions and decisions shall be governed by both the Company's Production Terms and Post Production Terms and Conditions.

4 Obligations

4.1 The Production Company agrees that it shall:

4.1.1 render the Services to the highest professional standards and in accordance with the Client's reasonable instructions and requests where relevant;

4.1.2 perform the Services in co-operation with the Client via the Client Representative and where requested by the Client, its other professional advisors and service providers such as the Client's PR or advertising agency;

4.1.3 not without the Client's written consent, incur any liability on the Client's behalf nor pledge its credit nor hold itself out as being entitled to do so other than as is contemplated in the Proposal;

4.1.4 subject to clause 8.5 not without prior discussion with the Client make any commercial use of its role in, or association with, the Film (excepting the case of 3.9 above);

4.1.5 be responsible for arranging and supervising the performance of the Services and delivery of the Delivery Materials;

4.1.6 maintain an appropriate policy of public liability insurance in respect of any act or omission of The Production Company.

4.2 The Client agrees that it shall:

4.2.1 (where necessary) provide The Production Company with reasonable access to its premises at no expense to The Production Company (inclusive of the cost of space, heat, light, power) providing that The Production Company shall, and shall procure that all its employees and contractors shall, enter into the Client's standard conditions for such access if so required; and

4.2.2 inform all employees, agents and guests at its premises of the proposed filming and obtain relevant release forms duly signed by all such persons;

4.2.3 (where necessary) give The Production Company access to the Client's personnel and instruct such personnel to assist and support The Production Company wherever possible, to comply with The Production Company's reasonable requests in making the Film, and in particular to provide such information as The Production Company may request;

4.2.4 where any filming is to take place at the Client’s premises or a location designated by the Client, ensure such location is safe and that adequate insurance is in place; and

4.2.5 provide access to digital information, company graphics and website for use in the Film;

4.2.6 be solely responsible for third party costs associated with all and any use of the Film on television (including without limitation all ‘buyouts’ required to be paid to actors appearing in the Film).

4.2.7 provide an exclusive and sole license to all and any story material, script and screenplays for the Production Company to use in order to produce all production associated elements from such Client's supplied material in whatsoever form supplied. Client hereby provides Production Company with a sole and exclusive license to utilise all Client materials supplied by the Client in order for it to carry out its Production Services without interference or encumbrance and such supply shall be governed by the Company's Film Production Terms and Conditions the aforesaid which the Client agrees to be bound by.

5 Fees and Payment

5.1 The Client pay to The Production Company the Fee payable in the sums and amounts specified on the Payment Dates.

5.2 Payment terms will be set out in the Proposal. Where payment terms are not set out in Proposal payment is due 30 days after the invoice date and time is of the essence. Payment is not deemed to be received until it is represented by cleared funds.

5.3 The Production Company reserves the right to:

5.3.1 charge interest under the Late Payment of Commercial Debts (Interest) Act 1998 at the rate as deemed reasonable by the Courts and as deemed reasonable in excess of the percentage quoted by the Bank of England and the Courts;

5.3.2 charge any fees incurred in recovering payment; and

5.3.3 stop or postpone delivery or performance under this Contract (and The Production Company will not be liable for any loss the Client may suffer as a result of application of this clause) until payment of any outstanding sums is made.

5.4 The Deposit (if any) shall be paid by the Client to The Production Company; and The Production Company shall have no responsibility to commence any work under this Contract until such payment is made. The Deposit is non-refundable

5.5 All prices are exclusive of VAT, which is payable in addition to the net amount quoted on its invoice or quotations or estimates.

5.6 Payment of any Fee shall be made in full without any discount deduction, set off or abatement.

5.7 Until payment of the Final Payment The Production Company shall have a general lien or right of retention on and to all work in progress and on the Film and Delivery Materials or any part thereof in its possession.

5.8 Unless full payment is received within one further month then The Production Company shall have and hold every right to do with the material as it sees fit within the scope of its right in copyright or other right.

6 Expenses

6.1 All reasonable expenses incurred by The Production Company in providing the Service shall be the cost of the Client and payable in addition to the Fee.

6.2 Where possible, expenses will be pre-arranged between The Production Company and the Client and/or set out in the Proposal.

6.3 In the absence of prior notification of expenses by The Production Company, the following rates shall apply:

6.3.1 all mileage at 0.45p per mile (unless prior agreed in writing otherwise).

6.3.2 overnight stay at £115 per person (unless prior agreed in writing otherwise).

6.3.3 daily subsistence at £25 (unless prior agreed in writing otherwise).

6.4 The Client will be responsible for third party costs of production, extra equipment and personnel required for filming booked in advance of the shooting date. In the event of a shoot cancellation, all fees incurred for hired equipment, talent/cast, make up artists and additional crew required for the project will be charged back to the Client. In the event of a rescheduled shoot, all costs incurred for the original filming date(s), including all elements stated above, will be charged back to the Client along with any additional fees for the re-scheduled filming dates.

7 Cancellation

7.1 Dates for production shall be agreed in advance and confirmed by the Client in writing. Where dates are cancelled because of a request from the Client, or due to an amendment to the Scope by the Client that results in a cancellation; The Production Company may impose the following additional charges:

7.1.1 Within 1 month of scheduled shoot date – 50% of daily shoot rate; or

7.1.2 Within 14 days of initial shoot date – 75% of daily shoot rate; or

7.1.3 Within 7 days of initial shoot date – 100% of daily shoot rate; and any third party expenses for which The Production Company shall be liable following such cancellation.

8 Rights

8.1 Subject to payment by the Client of the Final Payment; and subject to clauses 8.2 and 8.3, The Production Company hereby grants and assigns to the Client:

8.1.1 a granted paid copyright throughout the world in the agreed media whether now known or hereafter developed for the period of copyright agreed with certain and reasonable renewals, revivals, reversions and extensions thereof (and thereafter, in so far as it is able and as agreed and paid for, in perpetuity) including so called rental and lending rights and, to the extent relevant, by way of assignment by agreement and payment of future copyright provided that no other rights have been granted to a third party or to the Production Company; and

8.1.2 other rights of The Production Company including consents under Part II of the Copyright, Designs and Patents Act 1988 or any statutory modification or re-enactment thereof for the time being in force (CDPA) in the Film, to enable the Client to make use of the Film for the use agreed provided that no other rights have been granted to a third party or to the Production Company.

8.2 excludes design and production elements including concepts and elements such as logos, themes, plans, models, together with all and any copyright in any scripts, screenplays or adaptations and all music or other FX or elements shall remain vested in The Production Company but shall be made available to the Client from the Delivery Date on a licence provided that the Client shall only be permitted to use such material and design concepts for the purpose identified in the Proposal or the Contract and Services Agreement as agreed and provided that the full incense fee be paid in advance by the Client.

8.3 The Client will not, without written consent of The Production Company, edit, copy, alter, add to, take from, adapt and translate all or any of the Film after delivery by The Production Company to the Client.

8.4 The Client agrees that The Production Company may use the Client's name and intellectual property rights solely to the extent necessary for the purpose of providing the Services agreed. The Client warrants that no such use shall infringe the rights of any third party out he rights of the party whose copyright it owns.

8.5 The Production Company shall have the exclusive right for a period of ten years from the Delivery Date to use extracts from its Film for its own promotional use internally only and for client and prospective client presentations, showreels and on The Production Company's website where agreed. Each such extract must be no longer than 30 seconds in length unless agreed otherwise, and the extracts used in any one promotional item must not exceed 2 minutes cumulatively. The Client shall have the right to request to The Production Company that the extracts (or any one or more of them) be removed and no longer used by The Production Company if the Client reasonably considers that such use may be detrimental to the Client's reputation or its commercial interests and provided that the Production Company agrees such.

8.6 For the purposes of the Data Protection Act 1998, as amended, The Production Company agrees and consents to the Client the holding and processing of personal data relating to The Production Company and individuals connected with The Production Company in any form, whether electronically or otherwise, provided that The Production Company complies at all times with data protection law and best practices.

8.7 The Client authorises The Production Company, at the Production Company's option, to insert, a credit as The Production Company of the Film on the end credits of the Film, with its name and web address printed on all hard copies of the Film and included alongside all online versions of the Film.

8.8 The Client authorises The Production Company, at the Production Company's option, to insert, a credit for all and any third party services provided and to insert such credit as a line or full screen page on the end credits of the Film, with, where required or deemed necessary by the Production Company, such third party's name and web address and to be printed on all hard copies of the Film and included alongside or on all online versions of the Film.

9 Master Copy

9.1 The Production Company will for a period of three years from the Delivery Date, preserve one master copy of the final Film; but shall have no responsibility to keep a copy of outtakes or unused production material beyond that date.

9.2 All media produced by The Production Company on behalf of the Client will be stored as follows:

9.2.1 All footage will be captured in Hi-Definition (as standard) and then stored on professional format digital media and transferred for on-lining to high speed RAID array;

9.2.2 All footage on a RAID hard drive will be retained by The Production Company on password protected computer systems until completion of the post production process and for a period no longer than three years or at its discretion;

9.2.3 Following approval of the final Film, all source files and edit files will be transferred by The Production Company onto portable hard drives on high capacity LTO digital tapes or onto a cloud or retrieval site such as Vimeo and stored in a secure off site storage facility for up to two years or more as only agreed by the Client and paid for by the Client. If no payment for archival is made then the Production Company reserves the right to delete or archive the files at its own behest,

9.3 Copies of the Master Copy can be made available to the Client at a cost of £750 plus VAT for each file thereon for productions of less than 5 minutes and for productions of more than 5 minutes £1,500 plus VAT for each file and of productions more than 30 minutes of £2,500 plus VAT plus costs of storage and render plus VAT. for each file.

10 Warranties

10.1 The Production Company hereby warrants, represents and undertakes to the Client that:

10.1.1 The Production Company is fully entitled to enter into and to perform this Contract;

10.1.2 the Film (save to the extent that it incorporates material made available to The Production Company by the Client) will be wholly original to The Production Company and will not infringe the copyright or any other rights of any third party, including rights to privacy;

10.1.3 the Film will not contain any defamatory matter or breach any contract or duty of confidence nor bring the Client into disrepute or subject it to criminal or civil proceedings, and does not breach any provision of law unless such material has been provided to The Production Company by the Client and agreed in advance by the parties;

10.1.4 The Production Company is and will remain throughout the term a registered data holder and controller for the purposes of the Data Protection Act 1998 and shall hold all and any data relating to this Contract strictly in accordance with such legislation at all times;

10.1.5 The Production Company shall not make any commercial exploitation of any of the Film except as permitted under this Contract; and

10.1.6 The Production Company shall indemnify theClient and keep Client indemnified against agreed costs, demands, losses and expenses arising from any actual or threatened breach or non-performance of Production Company's warranties, representations, undertakings or obligations on The Production Company's part contained in clause 10.

10.2 In order to receive the indemnification under clause 10.1.6 the Client shall promptly notify The Production Company of a claim and shall grant The Production Company the sole right to defend, control and settle such claim, and The Production Company shall have the right at its own cost to have its own legal counsel present at all meetings and hearings relating to the claim. The Client shall not compromise, settle or otherwise resolve a claim without The Production Company's prior written consent, not to be unreasonably withheld or delayed.

10.3 The Client hereby warrants, represents and undertakes to The Production Company that:

10.3.1 it is fully entitled to enter into and perform this Contract;

10.3.2 it shall either own, or have obtained and paid for licences for it and the Production Company to use, all materials provided to The Production Company by the Client in connection with the production of the Film; and

10.3.3 the Client shall indemnify The Production Company and keep The Production Company fully and effectively indemnified against all actions, costs, demands, losses, claims and expenses, including legal actions, costs, demands, losses, claims and expenses and of whatsoever kind or nature arising from any actual or threatened breach or non-performance of any of the warranties, representations, undertakings or obligations on the Client's part contained in this Contract.

10.4 In order to receive the indemnification under clause 10.3.3, The Production Company shall promptly notify the Client of any claim and shall grant the Client the sole right to defend, control or settle such claim and The Production Company shall have the right to have their own counsel present at The Production Company's sole cost and expense.

10.5 Neither party shall be liable to the other party for incidental, consequential, special or punitive damages or loss of profits which the other party may suffer arising out of any breach of this Contract.

10.6 The Client also hereby warrants that it/she/he will respect the Company's staff and executives at all times and agrees that no member of staff or executive management should feel required or feel obliged to deal with any Customer either face to face, over the phone or in correspondence who exhibits threatening, stress causing or anxiety causing or abusive or violent behaviour including texts or emails or phone calls that display acts of malicious communication. In any of these circumstances any member of staff or executive management has the right to refuse to operate the Booking with the customer or to offer or operate any services and shall not be required to supply their name or any further details. Any such malicious act (under The Malicious Communications Act 1988) whether considered proven or not will see the cancellation of all and any other services or elements or items or otherwise in all other term and conditions of the Company which will be withdrawn, cancelled and/or terminated unilaterally and without limit forthwith from the time of the malicious act.

10.7 Threatening behaviour is defined as but not limited to threats of violence to members of staff or executive management or any other person which is, for example; sexist, racist or homophobic; including intimidating language, swearing and/or aggressive body language or the involvement of threats against members or their families of companies or threats of postings made online.

10.8 In all circumstances involving an actual or potentially violent/threatening or abusive Customer, the Company will explain to the Customer that their behaviour is unacceptable and the Customer will be asked to apologise and/or behave in a civil manner or certain services or supplies or elements will be limited or withdrawn to limit behaviour from happening again. Subject to the customer’s behaviour improving sufficiently and where possible an apology is received, the customer may only be dealt with at the level and discretion that the Company considers and deems as fitting and communication will be limited and this shall include the amount of information given or the amount of information on reports or emails as on a 'need to know' basis and nothing more.

10.9 If the Company chooses to limit the Customer with regards communications or services or privileges it offers or has or has had with the Customer are withdrawn or limited then the Customer will lose those communications or services or privileges and access to certain information will be at the total discretion of the Company in order to protects its staff and executive management from further abuse.

11 Confidentiality

The Production Company shall not, without the prior consent of the Client, make to any third party any statement or supply any information or photograph or trailer relating to the Film or to the Services or to the business or legal affairs of the other, other than to state that it is producing the Film (but this shall not prevent proper disclosures of information to the parties' professional advisers or as required by law).

12 Publicity and Promotion

The parties agree in good faith to consult on publicity and promotional plans for the Client that involves use of the Film. All public relations, promotional and press activities undertaken shall be subject to the Client's prior written approval (such approval not to be unreasonably withheld or delayed).

13 Loss and liability

13.1 The Production Company shall not be liable for:

13.1.1 any loss of profit or any indirect or consequential loss, loss of goodwill, claim for loss of publicity or opportunity to enhance the reputation of the Client even if The Production Company delays or abandons production of the Film; or

13.1.2 any loss, damage, costs, expenses or other claims for compensation arising from any materials supplied by the Client to The Production Company or instructions supplied by the Client which are incomplete, incorrect, inaccurate or illegible, or arising from late arrival or non-arrival, or any other fault of the Client

13.1.3 any loss or damage to the property of the Client, nor for any personal injury, illness or death caused or suffered in connection with its engagement under this Contract unless caused by the negligence of The Production Company and recoverable on that ground following the judgment of a competent court

13.2 Except in respect of death or personal injury the entire liability of The Production Company in contract, tort (including negligence or breach of statutory duty) misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Contract shall not exceed the amount claimable under the terms of the appropriate insurance policy held by The Production Company.

14 Termination

14.1 The Client may terminate this Contract on not less than 30 days prior written notice.

14.2 On termination under clause 14.1, The Production Company shall be entitled to receive payment:

14.2.1 of all sums that The Production Company is, up to the date of termination, contractually obligated to pay third parties; and

14.2.2 on a pro rata basis for Services rendered up to the date of termination and any sums to which The Production Company is, up to the date of termination, contractually obligated to pay third parties.

14.3 Without affecting any other right or remedy available to it, either party may terminate this Contract with immediate effect by giving written notice to the other party if:

14.3.1 the other party fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;

14.3.2 the other party commits a material breach of any other term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

14.3.3 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

14.3.4 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

14.3.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

14.3.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);

14.3.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company); or

14.3.8 the other party commits a material breach of any term of this Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so.

14.4 On termination of this Contract for any reason:

14.4.1 neither party shall have any further obligation to the other under this Contract, except as stated in this Contract;

14.4.2 the rights, remedies or obligations of the parties that have accrued or become due before termination shall remain unaffected; and

14.4.3 the Client shall remain entitled to all rights granted or assigned to it under this Contract.

15 Assignment and other dealings

The Production Company shall be permitted to transfer the benefit of this Contract to a limited company or LLP incorporated to assume all of the assets and liabilities of The Production Company; on terms that such limited company or LLP shall assume all of the responsibilities of The Production Company under this Contract as if it was a party thereto. Subject as aforesaid, neither party shall assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Contract.

16 Third-party rights

Save as in clause 15 provided, no one other than a party to this Contract shall have any right to enforce any of its terms.

17 No partnership or agency

Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.

18 Waiver

No failure or delay by a party to exercise any right or remedy provided under this Contractor by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

19 Variation

No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

20 Notices

20.1 Any notice given to a party under or in connection with this Contract shall be in writing and shall be:

20.1.1 delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

20.1.2 sent by email to any email address established for the purposes of communication.

20.2 Any notice shall be deemed to have been received:

20.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;

20.2.2 if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting [or at the time recorded by the delivery service]; or

20.2.3 if sent by email, at 9.00 am on the next Business Day after transmission.

20.3 The provisions of this clause 20 shall not apply to the service of any proceedings or other documents in any legal action.

21 Entire agreement

21.1 This Contract (incorporating the Proposal) constitutes the entire Contract between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

21.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.

22 Remedies

The Client acknowledges that in the event of any breach of any of the terms of this Contract by The Production Company, the Client's sole remedy shall be an action at law for damages and in no event shall it be entitled to rescind this Contract or receive any injunctive or other equitable relief.

23 Anti-bribery

The Production Company shall comply with all applicable laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010.

24 Jurisdiction

Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract, its subject matter or formation (including non-contractual disputes or claims).

25 Governing law

This Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the Laws of England.

Document: KKFLTOE2018/TAC