THE RAG FACTORY STUDIO LICENCE AGREEMENT 2015 v2 – PAGE 1 OF 13 PAGES

THE RAG FACTORY

STUDIO LICENCE AGREEMENT & TERMS OF BUSINESS

The Rag Factory provides studios to hirers on the basis only of this Licence Agreement unless varied in writing by a Director. You are put on notice that you are bound by this Agreement at all times unless (a) it is varied or terminated in writing by us, or (b) you exercise your rights (if any) to terminate it. Making a booking binds you to the terms of this Agreement from the moment we accept your booking.

PARTIES

This agreement is made between:

(1) The person, group, body, company (incorporated or not), association, society or other entity who has or have requested that they rent a studio (“The Hirer”), and

(2) The Rag Factory of 16-18 Heneage Street, London E1 5LJ (“the Licensor”) or its successors or assignees.

Both parties act as principals. The Hirer hereby agrees and acknowledges that he enters into this Agreement for a business purpose (whether for-profit or otherwise) and is not a Consumer as that term is defined herein.

INTRODUCTION

(A) The Hirer wishes to procure a licence to use the Venue for the Hirer’s Purposes.

(B) The Hirer wishes to use the Venue during the Licence Period.

(C) The Hirer has satisfied himself that the Venue in its present state and as constructed and presently equipped and located is satisfactory and fit for the intended purpose subject only to any additional provisions of this Agreement.

(D) The Licensor are the unrestricted leaseholders of the Venue and are entitled to grant a licence to the Hirer and have agreed to license the Venue to the Hirer on the terms set out in this Agreement.

(E) The Hirer demonstrates his agreement to enter into this Agreement whether it be signed or not by his act of requesting the use of the Venue during the Licence Period having first been put on notice of the content and nature of this Agreement and the Licensor demonstrates his agreement likewise by accepting in writing the Hirer’s booking.

TERMS OF LICENCE

1. Definitions

The following terms shall have the following meanings:

“Facilities” shall mean the facilities and services set out in a Schedule to this Agreement or otherwise set out by the Licensor in writing by way of the Licensor’s invoice or otherwise;

“Hire Charge” shall mean the sum agreed between the parties prior to the making of the Booking or – if no sum has been otherwise agreed – the Licensor’s published usual charges for the hire of the Venue;

“Service Charge” shall mean the sum agreed between the parties prior to the making of the Booking or – if no sum has been otherwise agreed – the Licensor’s published usual charges for ordinary servicing of the Venue including – but not limited to – rates, utility charges, maintenance costs and buildings insurance;

“Exceptional Charge” shall mean the sum agreed between the parties prior to the making of the Booking or – if no sum has been otherwise agreed – the Licensor’s reasonable charges for

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provision of facilities services or materials or any other thing as required by the Hirer’s Booking;

“Damages Charge” shall mean the sum reasonably required by the Licensor to enable the Licensor to make good any and all losses or damage caused to the Venue or any of its fixtures fittings or effects contained therein or to the Facilities arising directly or indirectly as a result of the Hirer’s use of the Venue;

“Fee” shall mean the sum made up of the Hire Charge plus the Service Charge plus the Exceptional Charge plus the Damages Charge;

“Advance Payment” shall mean any sum payable upon or shortly after the acceptance by the Licensor of the Hirer’s booking;

“Licence Period” shall mean the period or periods as set out in a Schedule to this Agreement or otherwise agreed in writing by the Licensor by way of the Licensor’s invoice or otherwise;

“Venue” shall mean those parts of the Licensor’s premises as set out in a Schedule to this Agreement or otherwise agreed in writing by the Licensor by way of the Licensor’s invoice or otherwise;

“Hirer’s Purposes” shall mean the purposes to which the Hirer wishes to put the Facilities and which have been agreed in writing by the Licensor prior to the making of the Booking or otherwise in accordance with this Agreement;

“Banking Days” shall mean Monday, Tuesday, Wednesday, Thursday and Friday, but shall exclude customary holidays and any other days upon which the usual clearing operations of major UK banks do not ordinarily operate;

“Consumer” shall have the same meaning as attributed by The Consumer Protection (Distance Selling) Regulations 2000 or any statutory modification or re-enactment thereof;

“Exclusively” shall mean that the Hirer shall not share occupation of the Venue with other Hirers but that the Hirer may share occupation of the Venue with the Licensor.

Where applicable and unless the context clearly requires otherwise:

(A) references to the male, female, neuter or other gender shall include reference to all other such genders where the context so requires; and

(B) references to the singular shall include the plural and references to the plural shall include the singular.

The subject headings of the articles, sections and subsections of this Agreement are included for purposes of convenience and reference only and shall not affect the construction or interpretation of any of its provisions.

2. The Licence

In consideration of the Fee, the Licensor hereby licenses and authorises the Hirer to enter and use the whole of the Venue during the Licence Period in pursuance only of the Hirer’s Purposes and to pass and repass over or through any common areas forming part of the Licensor’s premises the passage over or through which shall be necessary to permit the Hirer to make the agreed use of the Venue. These rights collectively shall be called “the Licence.”

The Hirer agrees that the Fee is fair and reasonable consideration for the rights granted hereunder and acknowledges that the valuable rights granted hereunder remain his whether or not he uses them and regardless of whether his use of them – if any – is in whole or in part.

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This Agreement supersedes all previous Agreements between the parties and in particular this version of the Agreement supersedes any and all previous versions of the Agreement that may have applied to previous bookings by the Hirer.

3. Payment Terms

In full and final consideration for the rights granted and the Facilities provided hereunder by the Licensor but excluding any Damages Charge the Hirer agrees to pay the Fee in accordance with the instructions shown on the Licensor’s invoice or – if no invoice is issued prior to payment – in cleared funds or cash on the first day of the Licence Period.

Where it is necessary for the Licensor to amend the fee to include a Damages Charge on or after the first day of the Licence Period or at any time thereafter the Licensor may issue an amended invoice or otherwise communicate in writing to the Hirer the amount of the Damages Charge which charge the Hirer agrees to pay within one banking day of such communication.

Where a Damages Charge is assessed it shall not preclude the assessment by the Hirer of further Damages Charges for the same Licence Period.

If in the sole opinion of the Licensor the Hirer or the Hirer’s Purposes present a significant risk of damage to the Venue or its effects or to the Facilities the Licensor may assess a reasonable pre-estimate of a Damages Charge and add this to the Licensor’s invoice (whether or not a previous version of the invoice has already been raised and issued to the Hirer) prior to the commencement of the Licence Period. The Hirer agrees to pay any pre-estimated Damages Charge in accordance with the instructions shown on the Licensor’s invoice. The Licensor agrees to account to the Hirer after the Licence Period for any and all damage and to refund any excess without delay.

4. Terms and Conditions

The Terms & Conditions attached hereto (“the Terms & Conditions”) are hereby incorporated into this Agreement (which expression shall be deemed to mean the terms set out above and the Terms & Conditions), save that in the event of any conflict between the terms set out about and the Terms & Conditions, the terms set out above shall prevail.

THIS AGREEMENT NEED NOT BE SIGNED IN ORDER TO BE IN FULL FORCE – SEE (A) OF PAGE 1

AS WITNESS this hands of the parties hereto or their duly authorised representatives have agreed to execute the day first above written (noting that the parties may have already agreed to enter into this Agreement by virtue of their actions).

Signed by )

for and on behalf of )

THE HIRER )

Print Name: …………………………………………………………

Telephone Number: ………………………………………………………… Date:…………………………………………

Signed by an authorised )

signatory for and on behalf of )

The Rag Factory )

Print Name: ………………………………………………………… Date:…………………………………………

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TERMS AND CONDITIONS

1. Provision of the Venue and Facilities

1.1 In consideration of the Fee the Licensor agrees that he shall:

(a) arrange for the Venue to be available to the Hirer on the days and at the times which collectively make up the Licence Period whether that period be continuous or not;

(b) provide to the Hirer the Facilities at the Venue throughout the License Period; and

(c) ensure that a representative of the Licensor, with the authority to take decisions on behalf of the Licensor, is available at the Venue or readily contactable at all times during the Licence Period.

1.2 In addition to those facilities set out in Schedule 1, the Hirer may supply his own additional facilities, materials or services additional to the Facilities (“Additional Facilities”) or may request the Licensor to provide such Additional Facilities. In the event that The Hirer requests the Licensor to provide Additional Facilities, the Hirer shall at the end of the Licence Period or earlier if requested by the Licensor reimburse any charges reasonably incurred by the Licensor in providing the same on receipt of a valid invoice from the Licensor PROVIDED THAT such charges have been agreed in advance with The Hirer’s representative

1.3 The Licensor agrees that save as set out above and agreed in accordance with clause 1.2 above and save as included in the Fee no additional charges shall be made by the Licensor in respect of the Booking.

2. Obligations of the Hirer

2.1 In consideration of the grant of the Licence and of the covenants and undertakings of the Licensor set out in this Agreement the Hirer agrees – except as agreed in writing by the Licensor and upon payment of any additional Fee required by the Licensor in relation thereto – to:

(a) consult with and seek the approval of the Licensor in respect of any material changes to the layout furniture equipment fixtures fittings services structure finishes or effects of the Venue (such approval shall not be unreasonably withheld or delayed but may not be assumed by the Hirer);

(b) provide at his own cost any and all equipment – including but not limited to materials, furniture, furnishings, props, costumes, lighting fixtures and sound equipment – he may require and to accept all risks associated with said equipment such costs to include but not be limited to packing, transport, unpacking, building, rigging, testing, installing or operating such equipment;

(c) remove his equipment promptly from the Licensor’s premises at the end of each Licence Period or discontinuous part thereof;

(d) vacate the Venue and the Licensor’s premises promptly at the times agreed for the Booking;

(e) read and abide by the provisions of the Licensor’s “Health & Safety Guidelines” document and follow signs and directions installed by the Licensor in the Venue and the Licensor’s premises or instructions given by the Licensor at any time;

(f) ensure that the Venue and Facilities and effects are left in the same or better condition at the end of the of each Licence Period or discontinuous part thereof as at the start of such Licence Period or part – wear and tear is not excepted;

(g) not apply for or allow to be applied-for any licence permission or waiver from any statutory body whatsoever and to not give notice or allow for notice to be given of same or similar to any such body or similar – this includes but is not limited to applying for planning permission, building regulations approval, a temporary or permanent premises licence or making a “temporary event notice;”

(h) not fix or display or allow to be fixed or displayed any advertising poster leaflet sign or similar in any illegal manner whatsoever at the Venue or in any other location whatsoever – this includes but is not limited to ‘fly posting’, putting-up temporary signs on lamp posts, or depositing flyers in unauthorised locations in public places;

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(i) indemnify and keep indemnified in perpetuity the Licensor in respect of any civil or criminal fines penalties proceedings charges damages costs or similar arising from the Hirer’s use of the Venue or use of the premises or preparations therefore or the doing or not doing by the Hirer of anything related thereto and further to indemnify and keep indemnified in perpetuity the Licensor in respect of any and all of the Licensor’s costs and direct or consequential losses howsoever arising;

(j) not do or permit to be done anything that would recklessly or needlessly offend those living in the locality of the Licensor’s premises – this includes but is not limited to acts likely to be offensive to the local Muslim population, such as nudity or the roasting of pigs within view of the street – and to ensure suitable signed notice is given to any visitors to the premises of presence of anything likely to cause similar offence;

(k) not do or permit to be done anything illegal or likely to be considered immoral in the Venue or in or on the Licensor’s premises;

(l) indemnify and keep indemnified in perpetuity the Licensor in respect of the Licensor’s costs and losses in storing and removing and disposing of any items whatsoever left by the Hirer in the Venue or in or on the Licensor’s premises at the end of the Licence Period including the charges of third party contractors as the Licensor considers necessary to effect the same;

(m) ensure that the Licensor has reasonable access to the Venue whenever such access is necessary provided that such access shall not unreasonably interfere with the Hirer’s use of the Venue;

(n) not change any locks in the Venue or in or on the Licensor’s premises nor affix or otherwise use any other lock or device having similar effect;

(o) comply at all times with the Licensor’s directions as to the nature or intensity or duration of any noise emanating from or produced within the Venue howsoever caused;

(e) to ensure that the Venue is left in the same condition as prior to the Licence Period; wear and tear is not excepted.

For the avoidance of doubt the Licensor reserves the right to charge additional Fees in return for permitting any of the foregoing things in this Clause 2 such additional Fees being also payable by the Hirer in the event of the Hirer doing or not doing such things without first obtaining permission.

3. Health & Safety

3.1 The Licensor shall inform The Hirer of any and all safety requirements at the Venue (including any fire regulations or health and safety policies or the like) and The Hirer shall take all reasonable precautions whilst present on the Licensor’s premises.

3.2 Neither party shall obstruct or permit the obstruction of any exit, passageway or gangway or other access in or serving the Venue or the Licensor’s premises.

3.3 Each party shall notify the other immediately of becoming aware of any accident, injury or damage occurring in the Venue during the Licence Period. The Licensor shall notify the Hirer immediately of becoming aware of any accident injury or damage occurring outside of the Venue but in or on the Licensor’s premises if same relates to the Hirer’s use of the Venue or impacts upon the Hirer’s use of the Venue or of the premises. The Hirer shall notify the Licensor immediately of becoming aware of any accident injury or damage occurring outside of the Venue but in or on the Licensor’s premises.

3.4 It is the Hirer’s sole responsibility to ensure that he is satisfied that the Venue is fit and safe for the Hirer’s Purposes. Both before and during the Licence Period the Licensor will comply with all reasonable requests for information to support the Hirer in making such an assessment. Prior to the Licence Period the Licensor will permit the Hirer at reasonable times that do not interfere with other users of the Licensor’s premises to visit the Venue and carry out such inspections and assessments as are reasonably necessary in order for him to make such an assessment. Nothing in this Agreement shall confer upon the Hirer any right to suspend delay terminate or otherwise frustrate this Agreement due to any failure of assessment of suitability on part of the Hirer.

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4. Alterations

The Hirer shall not make any physical or decorative alterations to the interior or the structure of the Venue without the prior permission of the Licensor being first received in writing; no presumption that such permission shall be granted by the Licensor shall be made by The Hirer.

5. Performing Rights and Filming

The Licensor hereby consents to the Hirer’s (and the Hirer’s successors’ licensees’ nominees’ and assignees’) exhibition advertising exploitation or any other use of any videotapes or photographs or any other similar materials obtained from the Hirer’s photographing or videotaping at the Venue. The Licensor’s consent shall include all media throughout the world without restriction and in perpetuity.

6. Licences

Notwithstanding the other provisions of this Agreement the Hirer shall arrange at his own cost for any and all relevant licences required by him for the Hirer’s Purpose to be obtained by him prior to the first day upon which he requires them and shall at his own cost observe all conditions and regulations imposed by statute or by any public or local authority from time to time and any other rules for the time being in force at the Venue in respect of such licences.

7. Insurance

7.1 The Hirer shall effect prior to and maintain during the Licence Period all adequate and proper insurances relating to his use of the Venue including public liability insurance and employers liability insurance and shall on request by the Licensor produce evidence of such insurance for inspection by the Licensor.

8. Termination

8.1 Each party shall, in addition to any other rights at law or in equity, be entitled to terminate this Agreement forthwith by written notice to the other party:

(a) in the event that the other party breaches any warranty or fails to comply with any material obligation under this Agreement and where capable of remedy does not remedy any such breach within twenty four (24) hours of notification of such breach or failure;

(b) in the event that the other party ceases or threatens to cease its business relevant to this business or compounds or makes arrangements with its creditors or becomes insolvent or unable to pay its debts or if any order is made or resolution passed for its liquidation, winding-up or dissolution (other than a voluntary liquidation for the purposes of amalgamation or reconstruction approved by the other party) or if a receiver or manager or administrator or administrative receiver is appointed over any of its assets or commits any act of bankruptcy or if anything analogous to or having substantially the same effect shall occur under the laws of any applicable jurisdiction save that an assignment in accordance with Clause 13 shall in every case override any termination in accordance with this Clause 8.1 (b); or

(c) in the event of an event of force majeure in accordance with Clause 9 below.

8.2 Termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to and shall not affect any accrued rights or liabilities of either party nor the continuance in force of any provision of this Agreement which expressly or by implication is intended to survive.

9. Force Majeure and Suspension

9.1 Where the Licensor by reason of an event of force majeure (meaning any event beyond the Licensor’s control including without limitation the following: fire, lightning, severe weather, earthquake or the like, strike, Government restriction, act of God, act of terrorism or war, contractual frustration) fails to provide the Venue or a material part thereof or any alternate venue ready for use at the commencement or at any time during the Licence Period then The Hirer shall be entitled to suspend or cancel the booking and terminate this Agreement by giving written notice to the Licensor. In the event of such termination or suspension,

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neither party shall be liable to the other for any direct or consequential damage or loss suffered in respect of such termination or suspension.

9.2 In the event of termination pursuant to this Clause 9, The Hirer shall be under no further liability to the Licensor in respect of any obligations hereunder.

10. Licensor’s Warranties

10.1 The Licensor hereby warrants, represents and undertakes that:

(a) it is entitled to enter into this Agreement and to grant the rights granted hereunder without having to obtain additional consents from any third parties;

(b) there are no restrictions imposed by any authority, including relating to noise restriction, which may prevent or impede the Hirer from using the Venue for the Hirer’s Purposes during the Licence Period, except those that would apply to any location similar to the Venue in a similar location to the Venue;

(c) the Venue shall be maintained by the Licensor in the same state as regards safety as The Hirer has already assessed as suitable to his needs during visits to the Venue; if there are any non-obvious dangers or defects at or in the Venue of which the Licensor is aware, the Licensor has advised The Hirer of the same, but the Licensor cannot accept any responsibility for any dangers hazards or defects of any kind “near” or otherwise unconnected to or with the Venue;

(d) the Licensor will not do anything nor, where it is in the Licensor’s power, allow any third party to do anything which might interfere with The Hirer’s full use and quiet enjoyment of the Venue for the purposes and on the terms set out in this Agreement;

(e) the Licensor has entered into this Agreement in reliance upon any representations (written or oral, express or implied) made by The Hirer prior to the making of this Agreement.

11. Indemnities

Each of the Licensor and The Hirer (“the Defaulting Party”) agree they will indemnify the other party against all direct losses, damages, costs, claims, demands, expenses, charges or injury which that party or any of their agents, servants or employees may sustain and any damage to property or equipment belonging to them, suffered as a result of the Defaulting Party’s negligence or breach of this Agreement.

12. Notices

All notices, requests, consents, demands, and other communications hereunder shall be in writing delivered by hand or mailed by first class mail or sent by email to the respective parties to this Agreement at the addresses set forth above or to such other person or address as a party hereto shall designate to the other party hereto from time to time in writing forwarded in like manner. Any notice, request, consent, demand or communication given in accordance with the provisions of this Clause 12 shall be deemed to have been given:

(a) on delivery if delivered by hand or sent by a signed-for courier or postal service subject to a receipt of delivery being obtained;

(b) five (5) days after deposit in the mail, postage prepaid, (provided that wrongly addressed communications shall be deemed to be effective when actually received); and

(c) if sent by email, upon receipt by the sender of a reply by the receiver.

13. Assignment

13.1 Without the written consent of the Licensor which may be withheld the Hirer may not assign either the benefit or the burden of this Agreement or all or any of its rights or obligations. For the avoidance of doubt this Agreement is personal to the Hirer. The Hirer may request that the Licensor issues an invoice to a third party in order to assist the Hirer in effecting payment of same but such action shall in no way represent any

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form of assignment by the Hirer of the Hirer’s obligations under this Agreement to such other third party nor shall it excuse the Hirer from the Hirer’s personal obligations to the Licensor under this Agreement.

13.2 The Licensor may without restriction assign the benefit of this Agreement or all or any of its rights or obligations hereunder. If the Licensor wishes to assign both the benefit and the burden of this Agreement to a willing assignee and if further the Licensor is prohibited or frustrated from so doing:

(A) the Hirer irrevocably agrees that the Agreement in whole shall be transferable at the Licensor’s sole option to a successor in title of the Licensor’s premises;

(B) where novation is necessary to effect the Licensor’s intended assignment in whole of the Agreement the Hirer hereby grants to the Licensor and his assignee the irrevocable right to enter into such an arrangement on the Hirer’s behalf so as to effect the intended transfer of undertakings;

(C) the Hirer hereby agrees that (A) and (B) above are valuable benefits to the Licensor of this Agreement for which the other benefits conferred upon the Hirer by this Agreement constitute reasonable consideration;

(D) the Hirer hereby also agrees that (A) and (B) above are benefits themselves capable of assignment such that the Licensor’s assignee may take such steps as may be necessary to effect the Licensor’s intended transfer;

(E) notwithstanding the foregoing, the parties hereby acknowledge that an assignment by the Licensor of the benefit of this Agreement if made prior to the start of or during the Licence Period shall be the assignment of a benefit which is conditional upon the Licensor’s assignee discharging or being capable of discharging the Licensor’s responsibilities in all material respects and that further the Hirer expressly grants to the Licensor a right of substitution sufficient to permit the Licensor’s obligations under this Agreement to be discharged by another who is able to provide the Hirer with the use of the same Venue under the same terms as the Licensor would have done;

(F) notwithstanding the foregoing the Licensor shall at any time freely and irrevocably transfer as a whole all rights and responsibilities benefits and obligations of this Agreement to a third party who is the successor or assignee of the Licensor’s title in the premises containing the Venue;

(G) such rights as the foregoing (A) to (F) shall confer upon the Licensor and upon his assignee shall be persist after assignment so that the Licensor’s assignee may in turn make an assignment as if he was the Licensor.

13.3 For the avoidance of doubt, the Contracts (Rights of Third Parties) Act 1999 or any statutory modification or re-enactment thereof shall apply to this Agreement insofar as it confers rights upon a successor or assignee of the Licensor’s leasehold title in the premises containing the Venue but said Act shall not apply for the benefit of the Hirer.

14. Payment of Fees

14.1 The Hirer must make payment to the Licensor in accordance with the Licensor’s invoice or as otherwise directed by the Licensor in writing. If no such invoice has been issued or agreement made the Hirer must make payment to the Licensor according to the following standard schedule:

(A) an Advance Payment being 20% of the Fee within 5 Banking Days following the making of the Hirer’s booking; and

(B) the remainder of the Fee no less than 10 Banking Days prior to the first day of the License Period.

Where the Hirer wishes to avail themselves of his rights of termination (if any) under this Agreement the Hirer agrees to be bound by the modifications (if any) to this standard schedule of payment made by the relevant parts of this Agreement.

14.2 The Licensor will from time-to-time nominate a bank account into which payments may be made. Unless the Licensor has otherwise agreed in writing a payment to the Licensor by the Hirer will only have been made if:

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(A) it has been received by electronic transfer of cleared funds into the bank account most recently nominated in writing by the Licensor to the Hirer provided that such nomination shall have occurred no less than 5 banking days prior to the date of any purported payment; or

(B) it has been received by the Licensor in cash and the Licensor has accepted the cash in accordance with the provisions elsewhere in this Agreement and a receipt has been issued by the Licensor;

and in all cases only where it has been paid in Pounds Sterling. It is the responsibility of the Hirer to obtain the correct bank account details from the Licensor in good time to ensure that payment is received promptly by the Licensor. For the avoidance of doubt the Licensor will not accept any other forms of payment whatsoever unless agreed in writing by the Licensor. At the Licensor’s sole discretion receipts may be issued either by electronic means of the Licensor’s choice or in paper form and each form shall be equally as valid as the other so long as the paper form has been signed by the Licensor.

14.3 Where a Hirer wishes to pay by cash the following shall apply in all cases:

(A) the Licensor shall be free to specify the reasonable denominations and quantities of cash which the Licensor will accept from the Hirer;

(B) the Licensor may at his sole discretion reject or refuse to accept any note coin or token purporting to be currency because in his sole opinion it is counterfeit or damaged or defaced or for any other reason whatsoever;

(C) the Licensor and the Hirer shall at all times be governed by prevailing statutes including but not limited to regulations governing the laundering of money and the Hirer agrees to provide the Licensor with whatsoever information documentation identification information or other things that the Licensor may reasonably require in order to satisfy himself that he is able to comply with prevailing statutes or such information documentation identification information or other things that the Licensor may be compelled by statute to obtain whether otherwise reasonable or not.

14.4 Unless agreed in writing by the Licensor access to the Venue will not be granted unless the Fee has been paid in full in accordance with this Agreement. If access to the Venue is granted prior to receipt of the entirety of the Fee it shall at no time be considered as a waiver of the Licensor’s rights nor as an acceptance of any purported payment schedule or credit agreement. If access to the Venue is granted in such circumstances such access may be revoked at any time by the Licensor if the Fee has not yet been paid in full. For the avoidance of doubt if the Fee has been amended by the inclusion or amendment of any Damages Charge the new balance remaining shall be treated for the purposes of this clause 14 in the same way as any other outstanding part of the Fee.

14.5 Any failure by the Hirer to create or to deliver an invoice shall not of itself remove the Hirer’s obligation to pay the Fee in full in a timely manner. If no invoice has been received by the Hirer it is the Hirer’s responsibility to request that one be sent or re-sent.

14.6 The Licensor will transmit invoices electronically and will usually do so by attaching a Portable Document Format (PDF) attachment to an email message. The Hirer hereby acknowledges and accepts that invoices will not be provided by any other method and that the Licensor’s invoice as provided shall be sufficient to allow the Hirer to make payments to the Licensor as required in accordance with this Agreement.

15. Miscellaneous

15.1 The definition of “The Hirer” used in this Agreement shall be deemed to include The Hirer’s employees, servants, agents, sub-contractors and licensees. The obligations imposed on the Licensor in this Agreement shall apply equally to the Licensor’s employees, servants, agents, sub-contractors, assignees and licensees and the Licensor shall procure compliance of the same by such persons or entities.

15.2 This Agreement contains the entire undertaking of the parties hereto and supersedes all the prior understandings of the parties hereto relating to the subject matter hereof.

15.3 This Agreement cannot be changed or terminated orally and may not be varied or added-to whatsoever except by written agreement signed by both parties or duly authorised persons on their behalf.

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15.3 Nothing herein contained shall give rise to a partnership a joint venture an agency or a relationship of employer and employee between the Licensor and The Hirer.

15.4 Save as specifically set out in this Agreement the rights and remedies of the Licensor in the event of a breach of this Agreement by the Hirer shall be limited to the Licensor’s rights (if any) to recover damages in an action at law and in no event shall the Licensor be entitled by reason of any such breach to injunctive or other equitable relief or to enjoin or restrain the recording or exploitation of the Production or any part thereof.

15.6 This Agreement shall be governed by and construed in accordance with English law and both parties submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising in connection herewith.

16 Termination

16.1 Notwithstanding the other provisions of this Agreement the Hirer may be immediately denied further access to the Venue or the Licensor’s Premises in the event of a breach of any provision of this Agreement by him whilst all other provisions including those related to payment shall remain in full force.

16.2 In the event that a Court of competent jurisdiction holds that the payment provisions of clause 16.1 should cease to have effect the parties agree that the Licensor shall be unreservedly entitled to receive any and all Fees or balances thereof as damages for loss of income arising from a breach.

16.3 In the event that the Hirer wishes to terminate this agreement no later than ninety calendar days prior to the first day of the Licence Period the Licensor will agree to such termination without charge except that both parties agree that the Advance Payment is a reasonable pre-estimate of the Licensor’s costs in relation to the cancelled booking and that such Advance Payment shall not be refunded or shall remain payable by the Hirer as the case may be.

16.4 In the event that the Hirer wishes to terminate this agreement later than ninety calendar days prior to the first day of the Licence Period the Licensor will agree to such termination only if the Licensor is able using his reasonable usual endeavours to hire the Venue to a different party and the Hirer shall remain liable to the Licensor for any and all Fees save that (a) both parties agree that the Advance Payment is a reasonable pre-estimate of the Licensor’s costs in relation to the cancelled booking and that such Advance Payment shall not be refunded or shall remain payable by the Hirer as the case may be, and (b) both parties agree that the Licensor shall obtain a reasonable Fee from any different party or parties and that the Hirer shall remain liable to the Licensor for any shortfall or insufficiency in the monies obtainable from the different party or parties compared to the Fee that should properly have been paid by the Hirer and that the Hirer shall pay promptly upon demand any such shortfall or insufficiency.

THE RAG FACTORY STUDIO LICENCE AGREEMENT 2015 v2 – PAGE 11 OF 13 PAGES

SCHEDULE 1

FACILITIES

Where this Schedule 1 is not otherwise completed the Facilities shall be as separately agreed in writing between the parties.

THE RAG FACTORY STUDIO LICENCE AGREEMENT 2015 v2 – PAGE 12 OF 13 PAGES

SCHEDULE 2

LICENCE PERIOD

Where this Schedule 2 is not otherwise completed the Licence Period shall be as separately agreed in writing between the parties.

THE RAG FACTORY STUDIO LICENCE AGREEMENT 2015 v2 – PAGE 13 OF 13 PAGES

SCHEDULE 3

PARTS OF THE RAG FACTORY TO WHICH THIS AGREEMENT REFERS

The term “The Venue” is defined in relation to The Rag Factory by reference to this Schedule. Any restrictions as to exclusive use are shown against the relevant entry below. In the following:

(a) “Exclusive Use” means use solely by The Hirer as provided under this Agreement (b) “Shared Use” means use by The Hirer and other users of The Rag Factory (c) “Transit Use” means use by The Hirer only for the purpose of travel between spaces (d) “Not included” means not used by The Hirer, not included in the definition of “The Venue”

Where this table is not completed fully (when fully complete, each line should show only a single use) the parts shall be as separately agreed in writing between the parties.

The areas are:

Area of Licensor’s Premises Description of Use

Apricot Gallery Exclusive Use Shared Use Transit Use Not Included

Hume Studio Exclusive Use Shared Use Transit Use Not Included

McCoy Studio Exclusive Use Shared Use Transit Use Not Included

Sewing Room Studio Exclusive Use Shared Use Transit Use Not Included

New Studio Exclusive Use Shared Use Transit Use Not Included

Bangkok Studio Exclusive Use Shared Use Transit Use Not Included

Courtyard & Entrance Exclusive Use Shared Use Transit Use Not Included

Toilets Exclusive Use Shared Use Transit Use Not Included

All other spaces or areas Exclusive Use Shared Use Transit Use Not Included