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COPYRIGHT AND NETWORKING OF IMAGES

Charles Oppenheim
Department of Information Science, University of Strathclyde
(from January 1996: International Institute of Electronic Library Research, de Montfort University)

Introduction

Copyright is an automatic right. One does not have to register with an authority or pay any fees. A © on a book or an image is not necessary, although for certain purposes it is convenient and useful. Different countries in the world apply different tests in order for copyright to be enjoyed; in countries with the UK tradition of law, the emphasis is on "the sweat of the brow" - in other words, sheer hard work is rewarded even if what is created is not creative (although it must not have been copied); in countries with a Continental European tradition of law, the emphasis is on the intellectual creativity and mere hard work may not be sufficient.

In many countries, the copyright owner can be an individual or an organisation; in the latter case, if an employee creates something as part of the course of his normal duties, copyright automatically passes to the employer. Copyright in computer generated images is, according to the 1988 UK Copyright Act, initially owned by the 'person by whom the arrangements necessary for the creation of the work are undertaken', a curious phrase that has yet to be tested in the Courts. If the person who made the arrangements is an employee acting in the course of his employment, copyright in such computer generated images belongs to the employer. Of course, whoever the initial owner is, that person can assign the copyright to anyone else if he or she so wishes.

The rights enjoyed by a copyright owner

The owner of the copyright has the right to prevent anyone else from reproducing, selling, hiring out, copying in any form, performing in public, broadcasting on radio or TV, or adapting the copyright work. These acts are the so-called restricted acts. If anyone does any restricted act to the whole or a substantial part of a copyright work without permission, he or she has infringed the copyright. Unless the infringer has been involved in piracy, e.g., selling the illegal copies of the copyright work, he or she has not committed a criminal offence but will just be sued for damages in a civil court case.

Copyright law is governed by international treaties, the most important of which are the Berne Convention and the Universal Copyright Convention. These allow for reciprocal protection for nationals from different countries. For example, a US citizen enjoys the same protection in UK copyright law as if he was a UK citizen. Thus, the key issue is where the infringement takes place rather than where the material was first created.

Copyright and images

Although this report applies primarily to UK copyright, in most countries the same general principles apply. Under the UK's 1988 Copyright Act, images are known as "Artistic Works". There is no implication of artistic merit. The term includes: photographs; microfilms; paintings and drawings; models of buildings; sculptures; diagrams; maps; slides, including OHP transparencies; engravings; etchings; the design part of any trade mark or trade name; product labels; peoples' signatures; charts; engineering drawings; and plans. Industrial designs are subject to special provisions which are not considered in this paper.

Audiovisual and multimedia items have complex copyright protection. This is especially true of films, where there is separate copyright protection for the screenplay, the music, the sound track and the moving images, as well as the stills from the moving images. The definition of a film under the Act makes it clear that videotapes, videodiscs and videocassettes holding moving images are included. Stills from films are regarded still as films. Because of the complexity of film copyright, this paper concentrates on Artistic Works.

Generally, the person who created the work owns the copyright. If a work, such as a photograph, is commissioned, the copyright is still in the hands of the person who made the work unless there is a contract making it clear that copyright is assigned to the commissioning person.

If the work is made in the course of employment, then the copyright is owned by the employer. If the audiovisual material is made on the employer's premises, using the employer's equipment, but the employee was doing it outside his or her normal duties, then the copyright belongs to the employee, but the employer may be entitled to dismiss the employee!

Copyright in artistic works currently lasts 50 years from the end of the year in which the author died. Soon, the term will be 70 years post mortem. This raises problems for users of items that were formerly out of copyright and will fall back into copyright when the 70 year term is introduced; the issues are too complex to be discussed here. Crown Copyright has a different lifetime.

An individual may make copies of artistic works under fair dealing for the purposes of research or private study, criticism or review, or reporting current events. However, as a curious anomaly in the UK, fair dealing cannot be applied to photographs for the purposes of reporting current events. Libraries are not permitted to make copies of any artistic works on behalf of their clients. The individual must do it for him or herself. The dealing must be "fair", i.e. not damage the legitimate commercial interests of the copyright owner.

The copyright owner of photographs, and the lifetime of that copyright, for material created before 1988 is particularly complex and is not discussed in detail here. This causes major problems for organisations handling photographic images who wish to know if the item is out of copyright, or if not, who to approach for permission.

If someone makes a photograph or slide of an artistic image (for example, a sculpture in a museum), then a degree of complexity arises. If the original item is less than 50 (soon to be 70) years older than the year of the death of the artist who created it, it is still in copyright, and the photograph is technically an infringement of the original artist's copyright. Nonetheless, the photograph itself enjoys its own copyright, and this copyright is owned by the photographer. This means in practice that the photographer can do nothing with his or her photograph without the permission of the original artist, but equally the artist (or his or her heirs) can do nothing with the photograph without the photographer's permission.

If the originator of the artistic object died more than 50 (70) years ago, then the artistic object itself is out of copyright, but the photographer has still gained copyright in his or her photograph. The original artist cannot stop someone photographing an sculpture, model of building or any "work of artistic craftsmanship" if that work is in a permanent display available to the public as of right, e.g. a sculpture in a park or other public place.

Thus, if a library wishes to scan in, display, etc. a photograph of an image, it must obtain clearance from both the photographer (or his/her employer), and also gain clearance from the original artist if the artistic work is not that old. This complicated situation is by no means unusual in copyright law, but is particularly common in the field of artistic works.

The 1988 Act introduced a new concept, that of "moral rights", which apply to artistic works. This gives the right of the author of a work to be acknowledged as the author, and not to have his or her work subjected to derogatory treatment. It also gives authors the right to not be falsely attributed with the authorship of a work he or she did not create. moral rights do not apply if the copyright ownership belongs automatically to the employer or in certain other cases. Except for employee works, moral rights cannot ever be assigned to a third party. The issue of derogatory treatment is particularly important; if someone crops or amends a digitised image, they could be accused of infringing this moral right. Therefore, any person using a system for networking of images should ensure that they do not amend the digitised image without permission.

Maps are artistic works, and so individuals can fair deal in them for research or private study. Certain map producers, such as Ordnance Survey, offer licences to libraries offering limited copying rights.

Electrocopying, electronic copyright and networking

Electrocopying is a term for the conversion of printed materials into machine readable form using document image processing and OCR technology. There is no copyright problem if the material you convert in this way is your own copyright. It is quite clearly, however, infringement of copyright to convert without prior permission items owned by third parties into machine readable form and to store them on a database. Scanning in of images in preparation for sending down a network without permission is "adaptation" of the artistic work, and is therefore infringement. Sending the material down a telecomms network, although virtually instantaneous, is another infringement. Similarly, printing out copies at a remote terminal without permission is again infringement. Amendment of images using digitised forms of the image is also infringement if done without permission. Thus, in practice the networking of images cannot be carried out without the agreement of the copyright owner.

It is possible, though often time consuming, to obtain electrocopying permission from the copyright owners; for example, the British Library has recently reached an agreement with publishers regarding limited electrocopying rights.

The data resulting from an image scanned into machine readable form is considered to be a "Literary Work" under the 1988 Act, even though the machine readable data originated as image, and will be output as image. The ground rules for copyright in machine readable records are much as for artistic works, except that libraries are permitted to make copies on behalf of clients, assuming certain rules are obeyed. Thus, for example, a library may make a photocopy or a single machine readable copy of a Literary Work (but not an Artistic Work) for a patron, so long as the patron signs a form confirming that the copy is required for the purposes of research or private study, and as long as the patron pays a fee for the copy.

There is a special type of literary work called "compilations". This is a collection of works, each of which may or may not be subject to individual copyright, e.g., a collection of digitised images. Compilations have their own copyright. If the individual works have copyright themselves, the compilation copyright adds little to their protection.

Licensing the networking of images

Unlike the licensing of databases, there are no well established ground rules for licences for networked images and there are no generally agreed model contractual clauses to refer to. The Getty Art History Information Project involves a large number of scanned artistic images, but most of these are in the public domain. Standard textbooks of copyright licence agreements do not cover the subject. Some of the issues that the copyright owner will have to consider are the following:


                  Who is requesting the licence?                   



Will the material be exploited commercially, or only for research  

                           or teaching?                            



                 How will the image be displayed?                  



    Over what time period will the material be made available?     



       In what countries will the material be distributed?         



Will the copyright owner be identified, and will all moral rights  

                          be respected?                            



         Is this an exclusive, or non exclusive licence?           



        Will the images be adapted or amended in any way?          



     Can we authenticate the images, such as with electronic       

     watermarks, so we can develop an audit trail of copies?       






The question of control of electronic copying is not yet resolved. Although some experts have claimed that if the problem lies in technology, the solution should lie there too, as yet no reliable method of metering, authentication or watermarking of images have been developed. The most promising metering approach, the EC funded CITED, has failed to attract any significant commercial use; a French database of artistic images, Art et Science, is available using CITED technology. The database even has an ISBN (2-910424-00-6). Unfortunately, the Directions des Musees de France, who produce this database, were unwilling to pass a copy of their licence contract for evaluation. Another CITED database is under development by Teles, in Berlin.

Despite much hype, there is as yet no agreed de facto or other type of standard for authenticating or watermarking machine readable records. Although no doubt in time such methods will become widely used, the present lack of suitable systems inhibits the development of networked services.

Although there are general blanket licensing schemes in the UK available for photocopying literary works and for reproducing slides, there is no general purpose licensing scheme available for the networking of images. Licences therefore at present have to be negotiated with the individual copyright owners. The typical distribution agreement should include at minimum the following headings:

Recitals and Definitions

These will simply define who the two parties are - the copyright owner and the library or other distributor (called "library" hereafter); they will define the data, and the image service that is to be offered; and will confirm that the copyright owner wishes to license the images to the library.

Copyright Ownership

These clauses will confirm who owns the copyright and that the licensor includes no material whose copyright belongs to a third party (see also the discussion under Warranties, below). It will specify what clients of the library may or may not do with the images. Some special uses, e.g. passing to third parties outside the library's organisation, may be permitted subject to special conditions and/or extra royalties. The contract may also specify that the library acknowledges that the owner owns all copyrights, that it gains no copyright in the material as such, etc. The contract may also require that suitable copyright or moral rights notices appear on each screen display or print from the Database. There may be clauses which cover downloading, site licences and redissemination by clients of the library.

The Licence Grant and Royalties

This section is, of course, key to the entire deal. The licence Grant is typically for either an exclusive licence, i.e. the copyright owner guarantees that it will not offer the data to any other library, or non-exclusive, where it offers no such guarantees. Non exclusive licences will be used except under unusual circumstances. The royalty may be a one off payment, an annual fixed fee, or a royalty based on usage ("£1 for every time the image is displayed"), depending on the preference of the copyright owner. These terms can be varied by methods such as sliding scales (lower royalties for usage above a certain level), guaranteed minimum royalties p.a. if based on per use, etc. When the royalties are based on per use, the contract must define what is, or is not included. Are royalties waived when the system is used for training or demonstration purposes? Are royalties waived for thumb nail sketches, or for low resolution images, and only charged for high resolution images? Libraries should press for such types of waiver. The royalty clauses will also specify when the royalties will be paid, how and when the library will report usage statistics, and how the copyright owner can inspect the library's books to ensure the monies passed over are fair. The royalty set by the owner depends upon the respective strengths of the two parties and the importance of the image collection. It is important to note that "fair dealing" is a fundamental permission for users, and the licence grant should in no way attempt to restrict this.

Confidentiality

Libraries may decline to pass over to the copyright owner details of its clients and exactly how much each client searched the database, and will typically only offer overall usage statistics. It is usual to also agree that technical and other proprietary data either party may find out during their business relationship shall remain confidential, and often people insist that the commercial terms themselves - indeed, the entire content of the contract - shall remain confidential.

The law the contract runs under

This will typically be the country of the Head Office of one of the parties. The issue of whose law the contract operates under can be very significant - for example, some countries have far stricter laws than others regarding unfair contract terms.

Warranties

The copyright owner should provide warranties that it owns the copyright to the images it is supplying to the library , that they not break any criminal laws and are not libellous. The copyright owner should be willing to guarantee that should any legal action be taken against the library by an aggrieved party under one or more of these headings, then the library can simply on pass the action to the copyright owner. A library should not sign a contract unless the copyright owner gives such guarantees. This waiver of responsibility would not apply, of course, where the fault DOES lie with a library, which, say, through its own negligence, had introduced changes to the image data rendering it obscene, libellous, etc.

Data Handling

This refers simply to the fact that the copyright owner will provide the images in an agreed format, whether as hard copy or in machine readable form, and if the latter, will not change the technical specification of the data to the library without adequate prior notice.

Length of Agreement

Typically, the initial term will be for between two and five years, and there is frequently automatic renewal unless either party gives due notice. Early termination is usually allowed for significant breach of contract terms, or if one or other party becomes bankrupt. Often, once the contract ends, the library has to remove the data as soon as possible.

A possible model licence can be found in the Appendix.

Discussion and Conclusions

Copyright in networked images is a largely untested area. However, because of the similarity of treatment in law of literary works and artistic works, there is much that can be learned from the types of licences that have been negotiated for electrocopying and distributing textual materials using networks. The most important differences in UK law are that (i) librarians may not make copies of artistic images on patrons' behalf; and (ii) the issue of moral rights means that great care must be taken to avoid cropping, editing or otherwise amending digitised images. Current charging mechanisms in place fall into the broad categories of: single payment for unlimited future use; annual fees, with regular review to re-negotiate the fees in the light of usage; and per view or per use charging. In the case of annual fees, such fees can be for one institution, or for a range of institutions. In all cases, the copyright owner may choose to restrict re-dissemination to third parties outside the subscribing institution. EBLIDA, the European federation of Library Associations, is currently developing a standard site licence contract for use by academic libraries in Europe when they negotiate with copyright owners to electrocopy textual materials. In principle, such a standard contract could be used, with minor amendments, to cover artistic works as well. The final version of the EBLIDA contract is expected in Summer, 1995. Certain clauses from the EBLIDA draft have been incorporated in the Model Contract in the Appendix.

It would be highly desirable if standards and protocols for a software mechanism for authentication of copyright ownership to provide an audit trail for copyright owners were developed. One difficulty for copyright owners in agreeing to any licence for the distribution of images is the worry that the material will be copied and/or re-disseminated in an unauthorised manner. A second concern is that material will be amended and will then be passed off as new material, and it will be difficult to demonstrate that the material had originated from elsewhere. Such copying and amendment is both copyright infringement and infringement of the moral rights of the original artists.

Standards and protocols are needed for a software mechanism that will be incorporated into standard scanning systems in order that any digitised image will have a unique and secure tag that clearly identifies who created the data, on what machine, and when, and if and when any amendments were made to that data. Such a software mechanism should include an optional payment protocol, so that each time the data was read, payment could be made. Such software would mean that copyright owners would enter into site licensing agreements, as they could be assured that their copyright interests could be protected by such a tagging and audit system. No such software currently exists.

The European Union has been working for some time to get an International Standard for the unique identification of any machine readable record, including multimedia materials, but has not yet aroused the interest of the major standards bodies. Some software houses have, however, been working on this sort of technology.

Commercial companies owning artistic copyright are unlikely to enter the market until they have the comfort of knowing they can track down infringing copies and can demonstrate to the Courts that the material has indeed been derived from their copyright material. It is not insignificant that Microsoft, who famously own a large number of digitised and undigitised artistic copyrights, are also actively working on developing a de facto standard tamper-proof method of identifying copyright ownership. US Congress has introduced a Bill to make it an offence to tamper with any such copyright authentication system. The Bill would prohibit the importation, manufacture or distribution of devices, the primary purpose or effect of which is to avoid, bypass, remove, deactivate or otherwise circumvent, without permission, any system that prevents or inhibits copyright infringement. It would also prohibit fraudulent copyright information and fraudulent removal or alteration of any copyright management information. UK law is far more limited, merely making devices that by pass copy protection on electronic materials (especially software) illegal. This is an area of law that will need strengthening in the future. The Bill is at a very early stage of progress.

Further reading

British Photographers' Liaison Committee, The ABC of UK Photographic Copyright, BPLC, 1994.

Copyright, Designs and Patents Act, 1988, Ch. 48.

J.P. Bremner, Guide to Database Distribution, NFAIS, 1994.

J. Phillips et al, The Aslib Guide to Copyright, Aslib, 1995.

Multimedia Law Handbook, Ledera Press, 1994

L. Rose, Netlaw, Osborne, 1995.

Copyright Guidelines for the Teaching and Learning Programme, HEFCs, 1994.

APPENDIX

Model Contract for licensing images for distribution by an academic library

N.B. Although, as a model contract, every clause is for discussion or negotiation, attention is drawn to the clauses that are most likely to need resolution by putting them into italics.

AN AGREEMENT made this...... day of ........... 19.......

1. The parties to this Agreement are Image Owner Ltd. (hereinafter known as "IOL"), whose address is.................... and ............ University (hereinafter known as "DMU"), whose address is ..............

2. IOL is the owner of a collection of images (hereinafter known as "the collection")which it wishes to license to DMU. DMU wishes to develop a service as part of its library to permit patrons of its library to convert the collection into machine readable form so that staff and students can access, display, retrieve and print images from the collection electronically for any private, research or educational use compatible with the educational or research purposes of DMU. No user will be permitted to use the collection, or any part of it, for commercial purposes.

3. The following words or phrases, when used in this Agreement, including attachments or appendices will have the meaning ascribed to them in this Clause:

"Agreement" will mean this document, including all of its terms and conditions and any appendices that are attached to it and signed by IOL and DMU.

"Authorised user" means any member of staff or student of DMU anywhere in the world who is authorised by DMU to use the collection.

"Collection" means the collection of images as described in Appendix A, whether in machine readable or any other form, and any part thereof including data that have been included in the collection by IOL or DMU.

"Display" is the output, in part or in full, of records retrieved in a search which are displayed on the video screen of any terminal, workstation or personal computer used by an authorised user.

"Downloading" means the transfer of data in any form from the collection to any computer storage device, computer peripheral or computer so that it survives an individual search session. Downloading does not include printing output from a search, any momentary process by which data are transferred from one computer to another or from a computer to a printer for the sole purpose of printing output from a search, or any actions undertaken by DMU regarding loading or updating the collection from material provided by IOL.

"Print" is the output, in part or in full, of records retrieved in a search and which is either printed on a printing device that is part of, or connected to, an authorised user's workstation or terminal or is printed at a centralised printer in DMU.

"Record" is a complete machine readable unit of the collection that represents a single image, including all tagged fields containing data primarily associated with that image.

"Revenues" will mean total revenues collected by DMU for access or use of the collection by authorised users.

"Royalty" is the amounts to be paid by DMU to IOL.

"Search" is the execution of a command or commands to a computer.

"Service" will mean the DMU computerised system as offered to authorised users.

"Thumbnail sketch" will mean any representation of any image in the collection not exceeding [to be negotiated] in size and not exceeding [to be negotiated] dots per inch.

4. IOL grants to DMU a non exclusive licence, subject to all the terms and conditions of the Agreement, to use the collection in the following ways:

4.1 To process the collection (including conversion into machine readable form by whatever means DMU chooses) for the purpose of creating searchable and displayable files based on the collection and load those files onto the service.

4.2 To permit authorised users to perform searches, and/or to download or print the results of searches.

4.3 To make copies of any machine readable version of the collection and updates for back-up purposes.

4.4. To permit authorised users to reproduce the collection, or any part of it, in the form of non electronic visually perceptible form, e.g. prints. All subsequent access and use to such reproduced material will be for the authorised user's own use and such material may not under any circumstances be offered, whether for sale or not, to anyone who is not an authorised user.

4.5 To permit authorised users to download the collection, or any part of it, for their own personal use. Such downloaded material may not under any circumstances be offered by DMU to anyone who is not an authorised user.

4.6 To reproduce, distribute or publicly display images from the collection in a manner compatible with the educational purposes of DMU. [The precise wording will be have to be negotiated, as the University will no doubt wish to be able to offer the service to part time and distance learning students, and perhaps to commercial organisations that are subscribers to the University library, whilst the copyright owner would probably wish to restrict to academic staff and full time students.]

Authorised users are not allowed to amend or adapt any image in the collection without the prior written permission of IOL. Such permission shall not be unreasonably withheld.

5. This licence is granted on condition that DMU draws the following notice to the attention of each authorised user:

This collection of images is protected by copyright, and duplication or sale of all or part of the image collection is not permitted, except that the images may be duplicated by you for your own private, research or educational purposes either as prints or by downloading. Such prints or downloaded records may not be offered, whether for sale or otherwise, to anyone who is not a member of staff or a student at DMU. You are not permitted to alter any downloaded records without prior permission from the copyright owner.

(To be negotiated)

6. IOL does not warrant or guarantee the collection in terms of the comprehensiveness, accuracy, reliability, or otherwise of its contents.

7. DMU acknowledges that copyright in the collection is owned by IOL, and that no transfer of ownership of copyright is conveyed by this agreement. The copyright in any additional data added by DMU to the collection, and any search software, user guides and documentation that are prepared by DMU to assist authorised users use the collection shall belong to DMU.

8. DMU agrees to cause the service to display the following notice whenever any authorised user is given access to the service:

{to be filled in as IOL wish]

9. DMU will take reasonable measures to prevent unauthorised access to, duplication of, or distribution of the collection.

10. DMU will pay IOL royalties, calculated as follows:

[to be negotiated]

No royalties shall be paid for use of the collection, including printing and downloading, by staff of DMU for the purposes of marketing, promoting, demonstrating or testing the service or for any training of authorised users of the service. No royalties shall be paid for any display of records in the collection, or for any print of thumbnail sketches.

11. DMU shall at its sole discretion decide what charges, if any, it shall make to authorised users of the service.

12. DMU agrees to pay IOL the royalties on a [quarterly/annual] basis. DMU agrees to keep such books and records as are required to document the calculation of all components of royalty payments due to IOL. IOL's properly appointed auditors shall have reasonable access to DMU's records to check DMU's calculations in applying the formula in Clause 10. All information proprietary to DMU passed onto IOL's auditors in electing to have such access shall be treated by the IOL and its auditors in a strictly confidential manner. This obligation shall continue notwithstanding the termination of this Agreement for any reason.

DMU undertakes to provide to IOL the following information on a [quarterly/annual} basis:

The number of occasions the collection has been accessed

The number of prints that have been made from the collection

Charges made to authorised users for use of the service

13. IOL shall promptly at its expense provide DMU with a copy of the collection in an agreed format. DMU shall, if necessary, at its expense convert the collection to a format suitable for its operations. IOL shall give DMU three months' notice of any changes to the format of the collection, or its updates.

14. IOL shall, by mutual agreement, furnish without cost to DMU updates to the collection.

15. IOL represents and warrants to DMU that it is the sole owner of the copyright in the collection or that it is duly licensed or authorised to grant the rights it offers in this agreement in respect of the copyright material contained in the collection, and that the collection used as contemplated in this Agreement will not infringe any copyright or other proprietary or intellectual property rights, including moral rights, of any natural or legal person. IOL shall indemnify and hold DMU harmless from and against any loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any actual or alleged infringement of such rights. DMU shall promptly inform IOL of any such infringement or suspected or threatened infringement upon DMU becoming aware of the same. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply to any data added by DMU to the collection.

16. IOL further represents and warrants to DMU that the collection will not contravene any laws, including but not limited to the laws of libel, defamation and contempt of court (or concepts approximating thereto). IOL shall indemnify and hold DMU harmless from and against any loss, damage, cost, liability or expense (including reasonable legal and professional fees) arising out of any illegality or alleged illegality. Any party shall promptly inform the others of any illegality or alleged illegality upon the party becoming aware of the same. This indemnity shall survive the termination of this Agreement for any reason. This indemnity shall not apply to any data by DMU to the collection.

17. This Agreement shall take effect on execution hereof and shall continue until the expiration of [ to be negotiated] years therefrom. It shall continue for a further term or terms of [to be negotiated] unless either party gives the other not less than ninety (90) days' notice in writing prior to the expiration of the initial term or any additional term or terms.

18. In addition to any remedy, DMU on the one hand and IOL on the other may terminate this Agreement immediately without further obligation in the event of:

  1. any breach of this Agreement which cannot be remedied or is not remedied within thirty (30) days of the party in breach being requested to do so by any other party;
  2. any party making any composition with or assignment for the benefit of its creditors;
  3. any resolution being passed or petition being presented to wind up any of the party's business (otherwise than for reconstruction or amalgamation) or a receiver being appointed of the whole or part of the party's assets.

19. Termination of the Agreement for any reason shall not oblige DMU to erase the collection from its service.

20. All notices from one party to any other party shall be sent by registered mail to the addresses specified above unless prior notice shall have been given of any change of address.

21. This Agreement shall be governed by English law.

22. IOL and DMU shall be under no liability for any loss or for any failure to perform any obligation hereunder due to causes beyond their control including, but without limitation, industrial disputes of whatever nature, acts of God, hostilities, force majeure or any circumstances which they could not reasonably foresee and provide against.

23. All matters contained in this Agreement and any associated information and documentation shall be treated as confidential by the parties unless such matters are or become within the public domain. This obligation shall survive the termination of this Agreement.

24. Neither of the parties may transfer their rights or duties hereunder without the prior written consent of the other.

IN WITNESS WHEREOF, the parties hereto, who are authorised signatories, have executed this Agreement as of the date first above mentioned.

BY:

IOL

BY:

DMU

Appendices

There will be an Appendix A, describing the image collection in detail, and also perhaps other Appendices, e.g. describing the format in which the images are to be delivered.


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