ДОГОВО�  FASTKLEAN
AGREEMENT FASTKLEAN

(1) The Assignor owns the intellectual property rights in the Works listed in Schedule 1.

(2) The Assignor wishes to assign the intellectual property rights in the Works listed in Schedule 1 to the Assignee in accordance with the terms and conditions of this Agreement.

IT IS AGREED as follows:

1. Definitions and Interpretation
   • In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

• Unless the context otherwise requires, each reference in this Agreement to:
  • “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;
  • a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;
  • a Schedule is a schedule to this Agreement;
  • a Clause or paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and
  • a "Party" or the "Parties" refer to the parties to this Agreement.
• The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
• Words imparting the singular number shall include the plural and vice versa.

2. Assignment
   • Subject to the timely payment and receipt of the Fee in accordance with Clause 4, the Assignor hereby assigns to the Assignee absolutely the Assigned Rights in the Works with full title guarantee and free from encumbrances including, but not limited to:
     • the Assignor’s world-widerights, title and interest in and to the Assigned Rights;
     • all rights to any extensions, renewals, revivals or restorations of the Assigned Rights; and
     • all rights to apply for any registered rights in respect of the Works.
   • Subject to the timely payment and receipt of the Fee in accordance with Clause 4, the Assignor disclaims any right, title or interest in or to the Assigned Rights.
   • As the Assignee commissions the writing of any works as defined above in ‘’Assigned Rights”, all rights to such works are the Assignee’s property.

3. Waiver of Moral Rights

4. Proceedings
   • The Assignment in Clause 2 shall include the right for the Assignee to take legal action (including, but not limited to the bringing of proceedings) against any third party in respect of the infringement of the Assigned Rights which has occurred prior to the Effective Date.
   • The Assignor shall, on request, provide the Assignee with reasonable assistance in relation to such legal action which may be brought by or against the Assignee in respect of the Assigned Rights.
   • The Assignee shall reimburse the Assignor for any reasonable costs or expenses (including legal costs) incurred by the Assignor in providing assistance under this Clause 5.
   • The provisions of this Clause 5 shall apply notwithstanding the warranty set out in sub-Clause 7.1.4.

5. Further Assistance
   • Subject to receipt of the Fee, the Assignor shall provide all reasonable assistance that may be reasonably required by the Assignee in order to:
     • perfect or confirm the Assignee’s ownership of the Assigned Rights;
     • give the Assignee the full benefit of this Agreement;
     • assist the Assignee or its licensees to take legal action against third parties in respect of any infringement of the Assigned Rights;
     • assist the Assignee or its licensees to defend any legal proceedings brought by third parties in relation to the use of the Assigned Rights by the Assignee or its licensees.
   • The Assignee shall reimburse the Assignor for any reasonable costs or expenses (including legal costs) incurred by the Assignor in complying with the requests of the Assignee under sub-Clause 6.1.
   • The Assignor shall deliver up to the Assignee originals (or copies if originals are not available) of any and all correspondence, documents, models, evidence and legal advice which relates to:
     • the creation of the Works;
     • any and all previous transfers of ownership of the Assigned Rights; or
     • any ongoing matters relating to the Assigned Rights where the same are within the power, possession, custody or control of the Assignor or of an Affiliate.

6. Assignor’s Warranties
   • The Assignor hereby warrants and represents that:
     • the Assigned Rights are owned solely, exclusively and absolutely by the Assignor and that the Assignor is free to assign them absolutely to the Assignee;
     • the Assigned Rights exist and, but for the assignment to the Assignee under this Agreement, would be fully enforceable by the Assignor against any third party;
     • no third party has any right, title or interest in the Works nor has claimed the same at any time prior to the Effective Date;
     • to the best of its current knowledge and belief after due and diligent enquiry, the Assigned Rights are not being infringed (nor threatened to be so) by any third party as at the Effective Date;
     • to the best of its current knowledge and belief after due and diligent enquiry, no third party has infringed the Assigned Rights at any time prior to the Effective Date;
     • nothing in the Works is offensive, indecent, obscene, illegal, dishonest, untruthful, defamatory or discriminatory, and nothing in the Works will infringe the common law or statutory rights of any third party; and
     • no third party holds any copies of the Works.
   • The Assignor gives no warranties nor makes any representations beyond those detailed in sub-Clause 7.1 with respect to the Works, the Assigned Rights and any other matters arising out of this Agreement.

7. Assignee’s Warranties

• it has the right to enter into this Agreement;
• it shall pay the Fees in accordance with Clause 4; and
• it shall not exceed the rights granted by this Agreement (including, but not limited to, the Assigned Rights).

8. Indemnity
   • The Assignor shall indemnify and hold harmless the Assignee against any claim, loss, damage, proceedings, settlement, costs or expenses howsoever arising, directly or indirectly, as a result of any breach or non-performance by the Assignor of any of its obligations, undertakings or warranties as set out in this Agreement.
   • The indemnity set out in sub-Clause 9.1 shall apply provided that in all cases the Assignee shall:
     • notify the Assignor as soon as is reasonably possible of any claim, loss or damage;
     • consult with the Assignor as to the action to be taken in dealing with any such matters; and
     • make no agreement with any third party for the payment of any sum without the prior agreement of the Assignor, such agreement not to be unreasonably withheld.

9. Assignment of Agreement

10. Notice
    • All notices under this Agreement shall be in writing and be deemed duly given if signed by the Party giving the notice or by a duly authorised officer thereof, as appropriate.
    • Notices shall be deemed to have been duly given:
      • when delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient; or
      • when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or
      • on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or
      • on the tenth business day following mailing, if mailed by airmail, postage prepaid.
    • All notices under this Agreement shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

11. Force Majeure

12. No Waiver

13. Severance

14. Law and Jurisdiction
    • This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) shall fall within the jurisdiction of the courts of England and Wales.
    • Any legal action or proceedings arising between the Assignor and the Assignee or its affiliate practices in relation to any websites shall be governed by English law and submitted to the exclusive jurisdiction of the English courts.

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