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This Agreement is made on [insert date] (the Commencement Date) between the following parties (each a party and together the parties):

Parties

1. 1

   [insert licensor name] a Company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensor’); and

1. 2

   [insert licensee name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the ‘Licensee’).

Background

1. 1. (A)

      Licensor is the proprietor of the Photographic Works.

   1. (B)

      Licensor wishes to license the Photographic Works to Licensee and Licensee wishes to receive the same on the terms of this Agreement.

The parties agree:

1. 1. 1

      Definitions and interpretation

      1. 1.1

         Definitions

         In this Agreement:

      Affiliate

      1. •

         means any entity that directly or indirectly controls, is controlled by or is under common control with, another entity;

      Control

      1. •

         means that a person owns directly or indirectly more than 50% of the shares or securities of the other person representing the right to vote on all or substantially all matters including the election of directors and Controls and Controlled shall be interpreted accordingly;

      Fees