1. In consideration of the Fee the Company grants the Applicant a licence for the Period to enter and use the Location solely for the purpose of making audio and/or visual and/or audio/visual recordings ("the Recordings") solely on the basis of the terms of this Agreement ("the Licence").
2. The scope of the Licence (including without limitation the duration of use) may only be exceeded with the express agreement of an authorised representative (as specified by the Company's [LU Film Office]) ("the Authorised Representative") in which case additional changes shall be payable by the Applicant.
3. The Cancellation Fee will be payable if the Applicant notifies the Company of cancellation or postponement of the Licence less than one week before the Agreed Date or fails to give notice of cancellation or postponement. Irrespective of the date of such notice any and all expenses already incurred by the Company in arranging the Licence shall be paid by the Applicant.
4. The Applicant shall (and shall ensure that all agents, employees, contractors and representatives shall):
(a) Prior to entering or working on the Company's property, first report to the Authorised Representative, and act subsequently under the direction of the Company's officials at all times.
(b) Observe the Company's byelaws and any and all applicable laws, byelaws and health and safety requirements relating to the Company's property and premises including without limitation the Method Statement and Risk Assessment attached to this Agreement.
(c) Comply with the Company's policy of no smoking and the policy in respect of alcohol and drugs in force from time to time.
(d) On completion of filming/photography, report to the Authorised Representative to sign out and hand in any permits or passes.
(e) Be responsible at all times for the safekeeping of its own equipment.
(f) Display identity badges which include the name of the Applicant.
5. The Applicant shall not (and shall ensure that all agents, employees, contractors and representatives shall not):
(a) Interfere with the running of the Company's business or the comfort and convenience of the Company's customers.
(b) Cause noise or disturbance to the occupiers of adjoining premises.
(c) Use flash, or any other type of additional lighting on or in the vicinity of operational platforms or where indicated by the Authorised Representative or use LU's electrical supply unless a qualified LU represented technician is present.
(d) Use tripods unless agreed by the Authorised Representative in which case they must be kept at least two metres from the platform edge and must not obstruct customer or staff walkways at any time.
(e) Bring on to the Company's premises any kind of weapon or firearm, real or artificial.
(f) Damage the Location and must leave the Location in a clean and tidy condition.
6. The Applicant agrees that:
(a) Any scripts, sections of scripts, detailed synopsis/brief or storylines referring to the Company and/or the Location (whether or not renamed as permitted under clause 9) shall be submitted to the Company prior to the Agreed Date and any subsequent changes must be approved in writing by the Company (and LUL agrees that all such documents will be treated in confidence).
(b) Where rights in Recordings are vested in the Applicant and in the event that Transport for London and/or the Company wish to reproduce any of the same and/or relevant extracts of the Programme, the Applicant agrees not unreasonably to refuse any such request or, where such rights vest in a third party, the Applicant shall use its best endeavours to procure that Transport for London and/or the Company are granted the relevant permissions to reproduce any of the same.
7. All rights in the Recordings shall vest in the Applicant and the Applicant shall be entitled in perpetuity to assign, license and/or exploit the same by all means and in all media as the Applicant may at its absolute discretion elect.
8. This Agreement does not grant the Applicant any right to use the Company's or Transport for London's intellectual property assets, including, but not limited to, the Roundel, the journey planner and the New Johnson Typeface, other than as filmed in accordance with this Agreement. Notwithstanding the foregoing, the Applicant is entitled to change the name of the station for the purposes of the Recordings.
9. The Company shall be entitled to video/film or take photographs of the Applicant, its activities, crew, personnel and/or any actors, at the Location, for use for the promotional purposes of the Company and/or Transport for London. Where requested, this may incorporate the Company's signs and logos. The Company shall use its best endeavours not to disrupt or disturb the Applicant's activities where such filming or photography is taken during the creation Recordings. All rights in such video recordings/photographs shall vest in the Company and the Company shall in its absolute discretion elect to exploit the same without liability or acknowledgement to the Applicant. In addition, and without prejudice to the foregoing, the Company shall be entitled to take copies of and publish on any external or internal website or intranet owned by Company such extracts from the Programme which include and/or relate to the Location provided that such publication by the Company takes place after the first release or publication of the Programme and that the Applicant is duly credited as the owner of such extracts as may be appropriate.
10. The Applicant shall comply with the requirements of the Data Protection Act 1998 and any other applicable privacy and data protection legislation.
11. The Applicant agrees to adhere to any relevant privacy and data protection best practice guidance published by UK broadcasters, Ofcom and the Information Commissioner's Office.
12. If the inclusion of the Company's customers or employees in the Recordings is not incidental (ie they feature prominently) the Applicant must obtain written consent from the individual(s) concerned before using the part of the Recording in which they appear for any further purpose. If the individual is under the age of 16 this consent must be provided by their parent or guardian.
13. The making of covert or secret Recordings for commercial purposes whilst at the Location or on the Company's property is strictly prohibited.
14. The Company shall not be responsible for the activities of the Applicant or those for whom it is responsible whilst on the Company's premises, even if performed with the consent of the Company's staff and the Company shall not be liable to the Applicant for any costs, expenses, liabilities, losses (including, without limitation, direct, indirect or consequential) howsoever caused including, for the avoidance of doubt, in respect of equipment or the withdrawal of the Licence by the Company.
15. The Applicant shall carry and upon entry to the location shall produce to the Authorised Representative evidence of a current policy of insurance providing cover for death and/or personal injury to any person and loss of or damage to any property. Such insurance cover shall be for not less than £2/5/10,000,000 for any one occurrence or series of occurrences arising out of any one event.
16. The Applicant agrees to indemnify and keep the Company indemnified from and against all costs, expenses, liabilities, enquiries, losses (including, without limitation, direct, indirect and consequential loss and loss of profit), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) as a consequence of any breach of the terms of this Agreement.
17. Whilst the Company will make every effort to make the Location available, the Company reserves the right to cancel arrangements in an emergency, in case of mechanical or other breakdown or where otherwise necessary. In such circumstances, the Applicant shall be entitled to the refund of any sums already paid to the Company less any costs incurred by the Company.
18. The Company reserves the right to immediately withdraw the Licence should the Applicant breach any term or condition in this Agreement or in the Company's byelaws. The Applicant and the Applicant's attendees shall leave the Company's property immediately upon being requested to do so by any representative of the Company.
19. The Parties do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
20. Any payments, notices, requests or communications from the Applicant required to be given under this Agreement shall be in writing and addressed to, [LU Film Office], London Underground Ltd, 55 Broadway, London SW1H 0BD.
21. This Agreement is personal to the Applicant and cannot be assigned.
22. This Agreement shall be deemed to include the Scope of Work attached to this Agreement save that in the event of any conflict between their respective terms the terms of this Agreement shall prevail.
23. The Applicant acknowledges (i) that the Company is subject to the Freedom of Information Act 2000, all regulations made under it and the Environmental Information Regulations 2004 ("FOI Legislation") and (ii) that the Company may be obliged to disclose information provided to it under this Agreement without obtaining the consent of the Applicant. The Applicant agrees to assist and co-operate with the Company to enable the Company to comply with its obligations under the FOI Legislation. The Company shall be responsible for determining whether information is exempt under the FOI Legislation.
24. This Agreement constitutes the entire agreement between the parties relating to the subject matter of this Agreement and supersedes all prior agreements, representations and warranties.
25. This Agreement shall be governed by and controlled in all aspects in accordance with the laws of England and each party hereby subsists to the non-exclusive jurisdiction of the English courts.