Last updated: November 2023
1. In this Agreement:
“The Module” means the short audio-visual training module lesson on the agreed medical procedure as further described in the Order Form;
“The Materials” means audio-visual material filmed at the Premises;
“The Premises” means the premises at the address set out in the Order Form;
“The Shooting Period” means the dates on which ExR will have access the Premises for the purposes of filming, as set out in the Order Form;
“The Additional Shooting Period” shall have the meaning set out in clause 4.
References to “filming” shall be deemed to include taking still photographs and making voice-only recordings and references to “film(s)” shall be deemed to include still photographs taken and voice-only recordings made.
2. In consideration of the Organisation permitting ExR to film on the Premises and for ExR licensing the Organisation to make the Module available on ExR’s website at [www.exr.education and via it’s VR Headset applications] [without any fee or other payment being made to ExR] , the Organisation hereby grants to ExR and to persons authorised by ExR (and warrants that the Organisation is authorised to grant to ExR) the right to enter the Premises and to film all or any part of the Premises, the demonstration of the medical procedure and other related matters and for such purposes to bring on the Premises such persons and equipment as ExR shall deem appropriate together with the right to use the Materials as part of and in connection with the Module and to exploit the same in accordance with the terms of this Agreement.
3. The Organisation agrees to make available to ExR such facilities in relation to the filming to be undertaken by ExR as ExR shall agree with the Business.
4. ExR and the Organisation shall mutually agree the dates of the Shooting Period. The Organisation agrees that if filming is not completed during the Shooting Period, ExR shall be entitled to return to the Premises to continue filming or to re-shoot footage for a mutually agreed time (“Additional Shooting Period”). The parties shall negotiate in good faith and the Organisation shall not unreasonably delay or refuse to agree such dates. The terms of this agreement shall apply to the Additional Shooting Period.
5. The Organisation hereby gives ExR its consent to the filming of its employees, agents and contractors and all other persons who may be at the Premises during filming and, if requested, will also assist ExR in obtaining individual releases in the form set out in Schedule 1, attached hereto.
6. All rights in the Materials shall vest in ExR and ExR shall be entitle to assign, license, and exploit the same, in whole or in part, throughout the world in all manner and in all media (whether now known or hereinafter invented) in perpetuity as ExR may at its absolute discretion elect including the irrevocable right to use or not to use the same.
7. The Organisation and ExR will liaise in relation to all Health and Safety issues.
8. There is no obligation on ExR’s part to use the Materials in any Module.
9. ExR will provide the Organisation with an on-screen credit in a form to be agreed.
10. The Organisation warrants and undertakes that:
(a) it is not prevented by contract or otherwise from entering into and fulfilling its obligations hereunder and that ExR shall have the right to film for the making of the Modules and to exploit the Materials and Modules in accordance with the terms of this Agreement;
(b) no consents are required from any third party (including without limitation any planning consent) with respect to the Organisation's intended use of the Premises;
(c) it will not make any objection in the future to the Premises being included in the Module (including any advertising or promotion thereof) irrevocably waives, and releases ExR from all liability for losses caused to the Organisation following from or arising as a result of the portrayal of the Premises in the Module including, without limitation, claims in respect of defamation and misuse of private information.
11. In the event of any breach of this agreement by ExR, the Organisation shall be entitled to an action at law for damages, if any are actually suffered, and the Organisation shall not have the right to rescind this agreement or terminate the rights granted under this agreement or to enjoin, injunct or restrain the Module or the publication, distribution, advertising, publicity or exploitation of the Module or any products deriving from it.
12. ExR’s liability in respect of any loss or damage suffered by the Organisation and arising out of or in connection with this agreement whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall not exceed [£1,000 (one thousand pounds)] Nothing in this agreement shall limit the ExR’s liability for personal injury or death resulting from ExR’s negligence or fraud.
13.
(a) The parties agree to indemnify each other against all actions claims costs proceedings and damages arising by any breach or non-performance by it of any warranty given by it or obligation undertaken by it in this Agreement and against all costs incurred and payments made on the advice of counsel in settling any action claim or proceedings arising from such breach or non-performance.
(b) Neither of the parties shall have any liability to the other for any indirect, special or consequential loss or loss of profit whether direct or indirect arising out of or in connection with the performance of that party’s obligations pursuant to this Agreement.
(c) Nothing in this Agreement seeks to limit liability for negligence resulting in death or personal injury for which liability shall be unlimited.
14. No amendment or waiver of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver, express or implied, by one party hereto of any breach by the other party of any of the provisions of this Agreement shall operate as a waiver in respect of any subsequent breach of any of the provisions of this Agreement. No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under this Agreement shall operate as a waiver or in any way prejudice any right of the first mentioned party under this Agreement.
15. A person who is not a party to this Agreement has no right to enforce any term of this Agreement. References to a party hereunder include references to such party’s successors and lawful assigns.
16. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supersedes all prior and contemporaneous agreements, whether oral or written of the parties. If the whole or any part of any one or more provisions of this Agreement are invalid or unenforceable at law, all the other provisions of this Agreement shall remain in full force and effect and the parties shall negotiate in good faith to agree and implement one or more substitute provisions having similar effect so far as the law permits.
17. This Agreement shall be governed by and construed in accordance with the laws of England and Wales the courts of which shall be courts of competent jurisdiction.
ExR is producing a short audio-visual training module lesson on the following medical procedure [short description of the medical procedure] (“the Module”).
In consideration of the sum of £1 (one pound) (receipt of which is hereby acknowledged) you irrevocable agree:
1. to permit ExR to film or photograph you and to record your voice and to edit at its discretion any contribution by you to the Module (“your Contribution”);
2. to grant to ExR and its assignees, licensee and sub-licensees and successors in title the unlimited right in perpetuity throughout the world to use and license others to use all or any part of your Contribution in any and all media whether now known or hereinafter invented without liability or acknowledgement to you
3. to grant to ExR and its assignees, licensee and sub-licensees and successors in title the unlimited right to reproduce your name and photograph by all means and in all media throughout the world and in perpetuity for the purposes of advertising and publicity.
You warrant and undertake that you are fully entitled to give your Contribution to ExR and that it is truthful, will not infringe the copyright or other rights of any person, breach any contract or duty of confidence or privacy, constitute a contempt of court or be defamatory in any way.
You agree that ExR’s use of your Contribution will not invade your privacy and that your only remedy against ExR or its assignees, licensee and sub-licensees and successors in title shall be an action for damages.
This release shall be governed by and construed in accordance with English law.