DIGITAL DJ LICENCE
PHONOGRAPHIC PERFORMANCE LIMITED
of 1 Upper James Street, London, W1F 9DE (“PPL”)

1. Definitions and Interpretation

1.1 The following definitions apply in this Licence:

“the 1988 Act” means the Copyright, Designs and Patents Act 1988.

“the Back-up Database” means a single computer or hard disk unit (or such other Record or Records as may be agreed in writing between PPL and the Licensee) storing back-up copies in digital form of the Sound Recordings on the DJ Database.

“DJ Database” means copies of one or more Sound Recordings in digital form which are stored solely on a single computer or hard disk unit (or such other Record or Records as may be agreed in writing between PPL and the Licensee).

“Commencement Date” means the date from which this Licence is made.

“Dub” means re-record, reproduce and/or copy or otherwise duplicate sound recordings (and the words “Dubbing” and “Dubbed” shall be interpreted accordingly).

“EEA” means those countries which are at any time during the Licence Period members of the European Economic Area.

“Excluded Track” means a track notified by PPL to the Licensee in accordance with Clause 6.1.

“Fade-down Section” means that section at the end of any Sound Recording during the course of which the volume of sounds on the Sound Recording are progressively decreased to the point of silence.

“Fade-up Section” means that section at the beginning of any Sound Recording during the course of which the volume of sounds on the Sound Recording are progressively increased from the point of silence.

“Fee” means the licence fee payable upon the commencement of the Licence or, as the case may be, upon the anniversary of the Commencement Date, the current version of this fee being displayed on PPL’s website.

“ISRC” means the International Standard Recording Code (ISO 3901).

“Licence Period” means the period commencing on the Commencement Date (subject to Clause 11.1) and ending with the termination of this Licence pursuant to Clause 15.

“the Members” means the persons, firms, companies or entities who are from time to time members of PPL.

“PPL” means Phonographic Performance Limited.

“Permitted DJ Database Capacity” means 20,000 Tracks or such other limit as is agreed in writing between PPL and the Licensee.

“Playlist Return” means a full and proper return setting out a list of the Tracks performed in public by the Licensee at a particular event.

“Programme Return” means a full and proper return setting out a list of the Tracks that have been Dubbed onto the DJ Database in a particular period and a list of the Tracks retained on the DJ Database on a particular date.

“the RPI” means the official Index of Retail Prices (All Items) published by H M Government.

“Record” means any disc, tape, gramophone record, computer disk or other device or mechanism used for the storage of sound recordings.

“the Repertoire” means all those sound recordings the ownership or control of the relevant copyright in which shall be vested in PPL from time to time subject always to the provisions of Clause 6 and excluding any soundtrack associated with a cinematographic film or music video to the extent that such soundtrack is only designed to be played in synchronisation with that film or music video.

“the Service” means the public performance of Sound Recordings as specially featured entertainment.

“Sound Recording” means a sound recording in the Repertoire.

“Territory” means the United Kingdom of Great Britain and Northern Ireland, the Channel Islands, the Isle of Man and all additional territories to which the 1988 Act shall extend.

“Track” means a sequence of sounds comprising the whole or part of a sound recording which is identified by a number or other device indicated by or on any descriptive text accompanying the sound recording or by information embodied in or on the Record on which the sound recording is stored or identified by a separate ISRC number.

“VAT” means value added tax.

“Venue Return” means a full and proper return setting out the name and address (including post code) of each venue within the Territory at which the Licensee has provided the Service.

“Working Day” means any day of the week (Monday to Friday inclusive) which is not a public holiday.

1.2. For the purpose of interpretation of this Licence:-

(a) Reference to any statute or statutory provision includes a reference to that statute or statutory provision as from time to time amended extended or re-enacted.

(b) Words importing the singular number include the plural (and vice versa), words importing any gender include every gender and words importing persons include bodies corporate and unincorporated.

(c) References to clauses are references to clauses of this Licence unless stated otherwise.

(d) Where expressions used in this Licence are expressions used in the 1988 Act, they shall have the same meaning in this Licence as in the 1988 Act unless the context otherwise requires.

(e) References to the word "including" do not imply any limitation.

2. Grant: DJ Database and Back-up Database

2.1 Subject to compliance with Clause 11.1 and to the terms and conditions of this Licence and for the sole purpose of providing the Service PPL hereby grants to the Licensee a non-exclusive licence during the Licence Period and within the Territory to Dub any Sound Recordings onto the DJ Database and Back-up Database and to retain the copies of those Sound Recordings on the DJ Database and Back-up Database provided that the total number of different Tracks on either database at any time does not exceed the Permitted DJ Database Capacity.

2.2 For the avoidance of doubt no rights in respect of the following acts are granted under this Licence:

(1) the public performance of Sound Recordings;
(2) the broadcast or electronic communication of Sound Recordings (so that, for example, this Licence does not give any rights to a DJ seeking to play Sound Recordings on a radio station);
(3) the Dubbing of Sound Recordings for the purpose of the public performance of those Sound Recordings as background music; and
(4) the transfer of Sound Recordings to third parties (including other DJs).

2.3 The DJ Database and the Back-up Database are for the sole use of the Licensee.

3. Dubbing obligations

3.1 The Licensee hereby warrants, represents and undertakes that it shall:

(1) Dub each Track in its entirety provided that the Fade-down Section of any Track may be subject to the use of premature fade and cross-faded or overlapped with the Track following immediately thereafter provided that the period of audible cross fade or overlap does not exceed 2 (two) seconds;

(2) not Dub Tracks in such a way as to accelerate the rate of the Fade-up Section at the commencement of any Track;

(3) Dub Tracks so that all reproductions of Sound Recordings on a DJ Database or Back-up Database will be of sufficient technical standard so that the quality of the original Sound Recording is reasonably preserved for any person listening to the Service;

(4) not mix, remix, Segue, edit, change or otherwise manipulate the sounds of any Sound Recording so that the sounds on the Dubbed copy of the Sound Recording are different from those on the original Sound Recording

(5) comply with PPL’s guidelines from time to time issued in relation to devices holding copies of Sound Recordings and in particular as to the security of such copies; and

(6) ensure that all Dubbing of Sound Recordings shall be undertaken by the Licensee only.

3.2 All Tracks on the DJ Database must be deleted immediately upon expiry or termination of this Licence (howsoever caused) save where:

(1) the retention of the copy of that Track is properly and expressly licensed by the lawful owner of the relevant rights in the associated Sound Recording; and/or

(2) the Track was copied onto the DJ Database as a result of a lawful download of the Track directly to the DJ Database.

3.3 For the avoidance of doubt, where a copy of a Track is retained on the DJ Database pursuant to Clause 3.2(2), the Licensee is not permitted to use that copy for the purpose of publicly performing that Track (or any part of it) without obtaining a further appropriate licence.

3.4 All Tracks on the Back-up Database must be deleted immediately upon expiry or termination of this Licence (howsoever caused) save where the retention of the copy of that Track is properly and expressly licensed by the lawful owner of the relevant rights in the associated Sound Recording.

3.5 Copies of Sound Recordings left on the DJ Database or Back-up Database after expiry or termination shall be deemed to be infringing copies save where the provisos in either Clause 3.2(1), Clause 3.2(2) or, as the case may be, Clause 3.4 apply.

3.6 If at any time Dubbing by the Licensee would result in the number of Tracks on the DJ Database and Back-up Database exceeding the Permitted DJ Database Capacity, the Licensee shall first delete from the DJ Database and/or the Back-up Database in accordance with Clause 8 a sufficient number of Tracks so that the Permitted DJ Database Capacity is not exceeded.

3.7 The Back-up Database shall be used solely to back-up the DJ Database.

3.8 All copies of Sound Recordings on the DJ Database at the Commencement Date (other than those Dubbed as a result of a lawful download of the Track directly to the DJ Database) shall be deemed to have been copied pursuant to this Licence but nothing in this Clause 3.8 shall waive any rights of PPL or the Members in respect of any unauthorised Dubbing of Sound Recordings onto the DJ Database (or the retention of such copies) prior to the Commencement Date.

3.9 All copies of Sound Recordings on the Back-up Database at the Commencement Date shall be deemed to have been copied pursuant to this Licence but nothing in this Clause 3.9 shall waive any rights of PPL or the Members in respect of any unauthorised Dubbing of Sound Recordings onto the Back-up Database (or the retention of such copies) prior to the Commencement Date.

3.10 The Licensee acknowledges that nothing in this Licence shall prevent PPL from requiring as a condition of any further licences that the Licensee’s digital copies of Sound Recordings for the Service are subject to digital rights management.

4. General Obligations

4.1 Without prejudice to the generality of Clause 4.4 the Licensee shall not:

(a) make or authorise or permit any other person to make any recording of any Sound Recording included in the Service (except as to the extent permitted under this Licence, by law or otherwise agreed in writing by PPL);

(b) authorise or permit any other person to include any Sound Recording in the Service;

(c) commit any act which deliberately encourages or induces taping or recording or re-recording of the Service (or any part of the Service);

(d) use any Sound Recording in such a way as may be taken to imply that any goods, products or services other than the Sound Recording are endorsed advertised or associated with the Sound Recording or any artist whose performance is contained on the Sound Recording or any other party who owns rights in connection with the Sound Recording;

(e) incorporate any advertising or promotional material as part of the Service;

(f) use any Sound Recording:
(i) as any form of product endorsement; or
(ii) as a signature tune for promotional spots for events; or
(iii) as a trademark or brand;

(g) distribute sell, hire, loan, issue to the public or otherwise dispose of or exploit Sound Recordings otherwise than in accordance with this Licence;

(h) itself or cause or authorise any other person to hire, lend or make use of the DJ Database and/or Back-up Database outside the EEA or cause or authorise any other person to do any of such things;

(i) sell or hire any DJ Database, Back-up Database or other Record storing digital copies of Sound Recordings to any other person (or authorise any third party to do so); or

(j) download copies of Sound Recordings from unauthorised websites or from unlicensed peer-to-peer networks.

4.2 The Licensee hereby warrants, represents and undertakes that:

(a) it shall exercise proper discretion in the choice and use of the Sound Recordings so as not to denigrate the artistic integrity of any copyright works or any performance embodied on any Sound Recording nor to subject any copyright works or performance embodied on any Sound Recording to derogatory treatment;

(b) it shall Dub as part of any Sound Recording any coding incorporated on that Sound Recording which is intended to identify the Sound Recording or prevent or discourage its unlawful copying;

(c) it shall not include in the Service or use any Sound Recording otherwise than in accordance with the conditions of this Licence, as permitted by law or expressly licensed by the lawful owner of the relevant rights in that Sound Recording;

(d) the DJ Database (and Back-up Database) shall remain the property of the Licensee (subject to the rights, including copyrights, of any party in material reproduced on such Records etc);

(e) it shall indemnify and keep indemnified PPL against any action, claim, costs, damages, losses or expenses incurred by reason of any breach or non-observance of any of the terms and conditions of this Licence;

(f) it shall inform PPL of any breach of PPL’s rights or the rights of the Members in the Repertoire or other illegal activities concerning the rights of PPL or the Members in the Repertoire which comes to the notice of the Licensee; and

(g) it shall inform PPL of any change in the Licensee’s professional name.

4.3 PPL hereby warrants, represents and undertakes to the Licensee on behalf of itself that it has the right, power and authority to enter into and to grant this Licence on the terms set out in this Licence.

4.4 All rights in the Repertoire which are owned or controlled by PPL and not expressly licensed to the Licensee under Clause 2 are expressly reserved.

4.5 The licence granted under Clause 2 shall only relate to the copyright in the Sound Recordings and does not include, refer to or cover any other consents or authorisation of whatsoever nature which may be required for the use of the DJ Database or Back-up Database.

4.6 The Licensee warrants that it shall comply with the provisions of the Data Protection Act 1998 and that the data collected by the Licensee has been done so lawfully. The Licensee shall not be obliged to make available to PPL any personal data relating to the use of the Service where to do so would constitute a breach of the Data Protection Act 1998.

5. Returns

5.1 Upon receiving a written (or e-mail) request from PPL, the Licensee shall supply to PPL within 20 (twenty) Working Days a Programme Return. The request shall specify the period for which PPL requires a list of the Tracks Dubbed on to the DJ Database in that period and also the date for which PPL requires a list of Tracks retained on the DJ Database on that date.

5.2 Upon receiving a written (or e-mail) request from PPL, the Licensee shall supply to PPL within 20 (twenty) Working Days a Venue Return.

5.3 Upon receiving a written (or e-mail) request from PPL, the Licensee shall supply to PPL a Playlist Return in respect of a future event nominated by PPL or, at PPL’s discretion, an event chosen by the Licensee (but taking place within the Licence Period). The Playlist Return must be supplied to PPL within 20 (twenty) Working Days of the date of the event.

5.4 Each Programme Return or Playlist Return shall include as far as reasonably possible the following particulars in relation to each Track (whether such Track was Dubbed or performed in public in whole or in part):

(a) the ISRC number;
(b) the name of the Track (including any mix title if available);.
(c) the full name(s) of the main artist(s) performing the song; and
(d) the duration of the Track as it appears on the Sound Recording used for the Service.

If the information in (a) cannot be provided, the particulars in (e)-(i) below must be provided as far as reasonably possible:

(e) the catalogue number of the Record (with both its prefix and suffix) from which the Sound Recording is taken;
(f) the name of the Record label;
(g) the year of first publication of the Sound Recording (the original track publication date and not the date of a compilation including the Sound Recording);
(h) the composer(s) of the musical and/or lyrical works on the Track; and
(i) the name of the publisher of the musical and/or lyrical works on the Track

5.5 The Programme Return, Playlist Return and Venue Return must comply with PPL’s requirements as notified to the Licensee from time to time. In particular, the Programme Return and Playlist Return must be either in the form of a computer readable diskette acceptable to PPL (such acceptance not to be unreasonably withheld) and compatible with its operating systems or any other method of rendering a Programme Return or Playlist Return in a form agreed in writing between PPL and the Licensee.

5.6 The Licensee warrants, represents and undertakes that it shall keep accurate records in order to provide PPL with accurate Programme Returns, Playlist Returns and Venue Returns.

5.7 All information supplied pursuant to Clause 5.2 will be kept confidential to PPL and the Members and shall not be used or disclosed for any purposes other than verifying the information supplied to PPL, obtaining legal and/or accountancy advice thereon or for any subsequent legal proceedings which may arise directly therefrom. For the avoidance of doubt, PPL shall be entitled to inform the owners and staff of a venue listed in the Venue Return that the Licensee has provided the Service at that venue.

5.8 The Licensee consents to PPL making the Licensee’s name (and/or professional name) available to the public (for example, by inclusion on a list published or PPL’s website or distributed to members of the public) in order to indicate which DJs are licensed by PPL for the use of their DJ Databases.

6. Notification of Excluded Material
6.1 PPL may at any time during the Licence Period notify the Licensee in writing that one or more specified Tracks from the Repertoire or the whole of a particular Sound Recording or particular Sound Recordings are excluded from the Licence either for the whole or part of the Licence Period which exclusion shall be effective from the date of service of such notification.

6.2 Following a notification from PPL pursuant to Clause 6.1 in respect of any Excluded Track the Licensee shall
(1) not Dub that Excluded Track; and
(2) as soon as reasonably practicable delete such Excluded Track from the DJ Database and Back-up Database save where the provisos in either Clause 3.2(1), Clause 3.2(2) or, as the case may be, Clause 3.4 apply.

6.3 The Licensee's obligations under Clause 6.2 shall be at the Licensee's cost.

7. Deletion
7.1 When the Licensee decides or is obliged under the terms of this Licence to delete any Track on the DJ Database and/or Back-up Database it shall as soon as reasonably practicable and at its own cost irreversibly remove, delete and/or erase that Track, save where the provisos in either Clause 3.2(1), Clause 3.2(2) or, as the case may be, Clause 3.4 apply.

7.2 If requested by notice in writing from PPL, the Licensee shall provide PPL, within 10 (ten) Working Days of such request, with an Affidavit sworn by the Licensee confirming that Clause 7.1 has been complied with.

7.3 At any time within 2 (two) years after expiry of the Licence Period (or earlier termination howsoever occasioned) and after giving reasonable notice to the Licensee, PPL shall be entitled to verify destruction or delivery up of all Sound Recordings previously held on the DJ Database and/or Back-up Database in accordance with this Clause 7 and the provisions of Clause 8 shall apply to any exercise of PPL’s rights under this sub-clause.

8. Inspection
8.1 The Licensee shall permit PPL on reasonable notice at reasonable times to enter any premises to which it has access at that time and where any part of the equipment used in the provision of the Service is held and in particular to:

(1) inspect the DJ Database and/or Back-up Database and to inspect, examine and have demonstrated in accordance with PPL’s instructions any device or system associated with the DJ Database and/or Back-up Database; and

(2) ascertain whether the terms and conditions of this Licence have been complied with.

8.2 The Licensee shall provide PPL with all assistance of whatever nature that PPL may reasonably require in connection with Clause 8.1 and shall obtain for PPL (at the Licensees’ cost) any consents or permissions necessary.

8.3 References to PPL in Clauses 8.1 and 8.2 above shall include all others authorised by PPL including without limitation agents, professional advisers, and experts relevant to the inspection, examination and/or demonstration.

8.4 The Licensee shall use its best endeavours to ensure that the DJ Database and the Back-up Database are kept in safe custody.

9. Consideration
9.1 In consideration of the rights granted under Clause 2 and subject to indexation under Clause 12 the Licensee shall account and pay to PPL the Fee on:
(1) the Commencement Date; and
(2) each anniversary of the Commencement Date within the Licence Period.

9.2 For the avoidance of doubt, any agreement by PPL to an adjustment in the Permitted DJ Database Capacity may be conditional upon a variation to the Fee payable under Clause 9.1. Any such adjustment to the Permitted DJ Database Capacity also must be agreed in writing between PPL and the Licensee.

10. Surcharge
10.1 A surcharge of 50% (fifty percent) shall be applied to the Fee in Clause 9.1(1) if the Licensee either:
(1) Dubbed Sound Recordings onto the DJ Database (save for Sound Recordings that were the subject of lawful downloads onto the DJ Database) or Back-up Database, or
(2) used Sound Recordings on the DJ Database or Back-up Database for public performances;
and at all material times the Licensee did so without a licence for the Dubbing of Sound Recordings for the purpose of subsequent public performance of those Sound Recordings.

10.2 The surcharge in Clause 10.1 shall not apply if this Licence was signed by the Licensee and the Fee in Clause 9.1 was paid by the Licensee before 1 January 2006.

11. Payment
11.1 The royalties due under Clause 9.1(1) and, if applicable, the payments due under Clause 10.1, together with any VAT payable under Clause 13, must be paid in full in cleared funds prior to this Licence coming into force.

11.2 The Licensee shall not set-off any claims for repayments (whether under this Licence or any other licence granted by PPL) against any royalties or payments due to PPL under Clause 9 or Clause 10.

12. Indexation
12.1 This Licence subsists during the Licence Period only and terminates at the expiry of the Licence Period unless renewed by the parties by agreement in writing.

12.2 Save as provided in Clause 12.3, the Fee payable under Clause 9.1 shall be adjusted on 1 January of each year so as to reflect any increase in the RPI by multiplying the relative amounts by the RPI published in the November of the previous year and dividing the result by the RPI published in the November of the year before that.

12.3 In the event that the RPI is reset at any time, the calculations in Clause 12.2 shall be adjusted to take account of that change.

12.4 Any increases under Clause 12.2 are without prejudice to any greater increase which PPL may require as a condition of granting any further licences in respect of the use of the DJ Database and Back-up Database for the Service and PPL reserves the right to seek such greater increase.

13. VAT
13.1 All payments referred to in this Licence are exclusive of VAT and the Licensee shall pay together with those payments (including those due under Clause 10.1) such VAT or any like tax where the same is applicable at the prevailing rate or rates from time to time.

13.2 Where payments are made in accordance with Clause 13.1, PPL shall provide to the Licensee a duly receipted VAT invoice in respect of such payments.

14. Interest
14.1 If any payment to PPL under this Licence is not received on the due date interest at the rate of 2% (two per cent) above the Barclays Bank PLC Base Rate in force from time to time shall be payable by the Licensee on the sum due calculated from the due date until the date of actual payment whether before or after judgment.

15. Termination
15.1 PPL and the Licensee shall each have the right to terminate this Licence by giving 3 (three) months prior written notice to the other party, save that the Licensee is not entitled to give such notice for the first 9 (nine) months of the Licence Period (so that the earliest date upon which the Licensee can terminate this Licence is the day immediately before the first anniversary of the Commencement Date).

15.2 PPL shall have the right to terminate this Licence forthwith by written notice to the Licensee if any sum due to PPL under Clause 9.1(2) is not paid on time.

15.3 In addition to the right of termination pursuant to Clause 15.1 and Clause 15.2, PPL shall have the right at any time during the continuance of this Licence to terminate this Licence forthwith by written notice to the Licensee in any of the following events:

(a) If the Licensee commits, or permits to be committed, a material breach of any of the terms (whether or not conditions) of this Licence and the Licensee has not remedied such breach (insofar as it is capable of remedy) within 20 (twenty) Working Days of being notified in writing of the same;
(b) If the Licensee commits or permits to be committed any breach or breaches of any of the terms (whether or not conditions) of this Licence and such breach is a persistent breach.
(c) If the Licensee suffers a statutory demand to be served upon him and/or becomes bankrupt or enters into an arrangement or composition with or for the benefit of his creditors or suffers an execution to be levied against his goods or property.

15.4 For the purposes of Clause 15.3 a failure to perform or desist from any act or any course of conduct within any given period of time shall not be treated as a breach for the purpose of that clause if the performance of or desisting from such act is effected within the notice period above provided.

15.5 Upon termination of this Licence howsoever occasioned all licences granted under this Licence to the Licensee shall cease forthwith without prejudice to the accrued rights and any continuing obligations of the Licensee under this Licence relating to matters prior to such termination without prejudice to PPL's rights in relation thereto.

16. Applicable Law
16.1 This Licence shall be construed and interpreted in accordance with the laws of England and Wales, the courts of which shall be the sole and exclusive courts of competent jurisdiction in all matters concerning the same.

17. Waiver
17.1 No waiver by PPL of any breach of any provision of this Licence shall be deemed to be a waiver of any other breach of the same or of any other provision hereof, and no waiver shall be effective unless made in writing and then only to the extent specifically set forth nor shall any single or partial exercise of such right or of any other right power or privilege or remedy preclude any other or further exercise of such or any other right power privilege or remedy available to PPL under this Licence all of which are several and cumulative and are not exclusive of each other or of any other rights or remedies otherwise available to PPL at law or in equity.

18. Variation
18.1 No variation or amendment of this Licence shall bind either party unless agreed to in writing by their respective duly authorised representatives.

19. Negation of Partnership/Joint Venture
19.1 The terms and conditions of this Licence shall not constitute any form of partnership or joint venture between the parties.

20. Severance
20.1 If any provisions (or part of a provision) of this Licence shall be determined by any court or other tribunal of competent jurisdiction to be illegal void or unenforceable all other provisions of this Licence (and also, where part of a provision is defective, the remainder of that provision) shall nevertheless continue in full force and effect.

21. Clause Headings
21.1 The clause headings in this Licence are for information only and do not form part of this Licence.

22. Contracts (Rights of Third Parties) Act 1999
22.1 A person who is not a party to this Licence has no rights under the Contracts (Rights of Third Parties) Act 1999 (“the 1999 Act”) to enforce any term of this Licence but this does not affect the right or remedy of a third party that exists or is available apart from the 1999 Act.

23. Entire Agreement
23.1 This Licence constitutes the entire agreement between the parties hereto in respect of its subject matter superseding any previous agreement in respect of the same subject matter.

24. Negation of Extension of Rights
24.1 Nothing in this Licence shall be construed as permitting the Licensee to do any act save as expressly provided herein in relation to rights in Sound Recordings from the Repertoire. Without prejudice to the generality of the foregoing nothing in this Licence shall be taken or construed as conferring any form of Licence or permission in respect of the copyright in any musical literary or other work embodied in any such Sound Recording.

25. Representations
25.1 Each of the parties acknowledges to the other that save as expressly made herein neither has made any representation to the other which has induced them to enter into this Licence and to the extent that any such representations have been made they have not been relied on.

25.2 Nothing in Clause 25.1 shall operate to limit or exclude any liability for fraud.

26. Trade Marks
26.1 In the event that the Licensee is required to reproduce any name mark or trade mark ("the Trade Marks") of the Members pursuant to the Licensee's obligations under this Licence, such reproduction shall be limited to Records (and their labelling and packaging) on which a relevant Sound Recording has been Dubbed and the Licensee hereby warrants and undertakes that it will make no use of any such Trade Marks other than for the purposes of reproducing them on Records (and their labelling and packaging) as expressly required herein and the Licensee shall not by virtue of this Licence acquire any right in any such Trade Marks.

27. No Assignment or Sub Licensing
27.1 The Licensee shall not assign, transfer, charge or sub-license or purport to assign, transfer, charge or sub-license, the benefit of this Licence or any part hereof or any interest hereunder without the prior written consent of PPL to be given or withheld at its absolute discretion.

28. Notices
28.1 Any notices or demands to be given or made pursuant to this Licence shall be given or made in writing and sent by:
(a) pre-paid first class mail; or
(b) facsimile (confirmed by pre-paid first class mail sent within 24 (twenty-four) hours of the despatch of such facsimile); or
(c) delivery addressed and sent to the recipient at the address stated above and addressed to the Company Secretary of PPL or, as the case may be, to the Licensee or to such other address as may have been duly notified.

28.2 Any notice or demand given or made by mail shall be deemed to have been received at the expiry of 48 (forty-eight) hours from such despatch and any notice or demand given or made by facsimile shall be deemed to have been received at the time of despatch.

28.3 Save where the Licence specifically provides for communications by e-mail, an e-mail shall not be capable of providing proper notice under the terms of this Licence.