Inducement Letter
To: The Black Room Ltd
I am an artist licensing material to The Black Room Ltd through a limited company (“Lender”).
As an inducement to you to enter into the Artist Material Release Agreement with my Lender and for other good and valid consideration, I hereby warrant represent and undertake that:
1. I am a director of the Lender.
2. The Lender is a validly incorporated private company in England and Wales.
3. I have, before the acceptance date of this letter, entered into an agreement with the Lender whereby the Lender is and will remain fully and exclusively entitled to my services as an artist for at least the length of the term of the Agreement.
4. The Lender is therefore fully entitled and authorised to grant and provide to you my services and the products of my services as an artist on the terms and conditions set out in the Agreement.
5. All existing and future rights granted and assigned by the Lender to you under the Agreement have, where applicable, been granted to the Lender by me, and where necessary in writing, prior to the date of the Agreement.
6. I have read and understand the terms and conditions of the Agreement and consent to its signature by the Lender.
7. I shall render all those services loaned by the Lender under the Agreement to the best of my ability, meet all my obligations and observe all the terms of the Agreement that are applicable to me.
The warranties and representations made in the Agreement by the Lender are true and accurate and I hereby repeat and ratify them to the extent that they are applicable to me, including without limitation in respect of the Bribery Act 2010.
8. To the extent (if at all) that the same have not been assigned to you by the Lender under the terms of the Agreement (for Buyouts and Commissions only), I hereby assign to you the entire copyright (including the right to all extensions and renewals) and all other rights worldwide in the Material (as defined in the Agreement) in order for you to make the fullest use of the Material.
9. I hereby irrevocably waive any so-called moral rights in the Material (including under section 77 and section 80 of the Copyright, Designs and Patents Act 1988 and any similar laws of any jurisdiction) in favour of you and all your licensees, sub-licensees, assignees and successors in title to the copyright in the Material that I have now or may acquire in the future in relation to the Material.
10. I shall look solely to the Lender for all compensation for the services to be rendered by me in connection with the Agreement and acknowledge that payments to the Lender under the Agreement constitute full and equitable remuneration for my services provided under the Agreement including in respect of so-called rental and lending rights.
11. I shall use my best endeavours to procure that the Lender shall meet all its obligations under the Agreement and that if I cease to be employed by the Lender, or the Lender ceases to exist or otherwise fails or is unable to duly observe and perform its obligations under the Agreement, I shall continue to provide my services to you and shall enter into an agreement with you in place of the Lender on similar terms (provided always that such terms are no more onerous than those agreed by the Lender in the Agreement).
12. No breach by you of any of your non-material obligations to the Lender under the Agreement shall relieve me of any of my obligations under this letter.
13. This letter agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
14. I irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this letter agreement or its subject matter or formation.