Contract No: [_______]
IFTA
®
International V: 2018
Standard Terms ST-17 D:__ __
multiple Pictures, Licensor may exercise any available termination right for the affected Picture or for any
or all other Pictures.
16.3. Licensor’s Default: Licensor will be in default under this Agreement for failure to perform
any of its obligations under this Agreement as and when due. Licensor will be a material default if: (i)
Licensor fails to give Distributor a Notice of Initial Delivery before the Outside Delivery Date, or
otherwise fails to complete Delivery in a timely manner as required in Paragraph 12.5.3.; (ii) the Picture
as Delivered does not contain a Key Element (or approved Key Replacement) under Paragraph 2.2., or
contains an unapproved Key Replacement under Paragraph 2.3.; (iii) Licensor becomes insolvent, seeks
relief under any insolvency Law, or allows an insolvency representative to be appointed who is not
removed within thirty (30) days; or (iv) Licensor’s default is substantially likely to cause Distributor
significant harm or to deprive Distributor of a significant benefit of this Agreement. Any default by
Licensor is limited to the particular Picture affected, and no default by Licensor as to any one Picture or
agreement with Distributor will be a default as to any other Picture or agreement with Distributor.
16.4. Licensor’s Cure and Breach: Distributor will give Licensor Notice of any claimed default.
Licensor will have fourteen (14) days after receipt of Distributor’s Notice to cure a monetary default, and
twenty-one (21) days after its receipt to cure a non-monetary default. If the default is incapable of cure,
or Licensor fails to cure within the allowed time, then Licensor will be in breach of this Agreement. An
uncured material default will be a material breach. Distributor may then proceed against Licensor for all
available relief for the particular breach, including seeking recoverable damages and terminating this
Agreement for a material breach.
16.5. Recoverable Damages: Each Party may only seek to recover incidental or direct damages
occasioned by any breach. Each Party waives any right to seek special, consequential, or punitive
damages, including “lost profits” from any breach. This waiver is an independent covenant that survives
the failure of essential purpose of any other remedy, even if limited. Nothing in this Agreement limits
Licensor’s remedies for infringement claims for any exploitation of the Picture by other than the Licensed
Rights, outside the Territory, or before or after the Term.
16.6. Termination:
16.6.1. Operation: A Party may terminate this Agreement for a material breach by the other Party.
A Party effects such termination by giving Notice of so doing to the other Party. The termination is
effective upon the later of receipt of the Notice or date specified in the Notice. A Notice of
Termination is required in addition to any Notice of default or breach. Upon termination all applicable
unperformed obligations of both Parties for the affected Picture(s) are discharged but each Party retains
all its remedies, including seeking any available recoverable damages, and remains liable for any
breach or failure of any representation or warranty occurring before termination. Upon termination
all Licensed Rights in the affected Picture(s) revert to Licensor, and Licensor will be free, and if
necessary Distributor grants to Licensor the right, to exploit or authorize exploitation throughout the
Territory of any Licensed Rights for the affected Picture(s), but Licensor has no obligation to do so.
Upon termination, Licensor will have no obligation to make any further Delivery for the affected
Picture(s) and Distributor will promptly return to Licensor all Delivery Materials received by
Distributor for the affected Picture(s).
16.6.2. Sublicenses: Upon termination, Distributor will provide Licensor with all documents
regarding all subdistribution and agency agreements (“sublicenses”) entered into by Distributor for
the affected Picture(s). Upon the effective date of termination, all such sublicenses will also terminate
except as provided in this Paragraph. If allowed in the sublicense and Licensor and Distributor
mutually agree, or if Licensor, Distributor and the sublicensee mutually agree, Distributor may
continue to service the sublicense including making collections and recoupments from Gross Receipts
in accordance with this Agreement, but may not conclude any new sublicenses. Otherwise, if Licensor
and the sublicensee mutually agree each in their sole discretion, Licensor may assume the sublicense