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Appendix C Specimen Agreements
                (c) the Work is the original, sole [or joint] work of the Assignor
                (d) the Work is not defamatory
                (e) the Assignor has waived irrevocably all moral rights which may exist in the Rights
                    anywhere in the world; and
                (f) the Assignor will not hereafter use or permit the use of the Work without the licence
                    of the Assignee.

             5. INDEMNITY
                The  Assignor will keep the  Assignee indemnified from and against all loss, costs,
                demands, damages and expenses suffered or incurred in respect of or arising out of any
                breach or non-performance or alleged breach as non-performance of any of the above
                warranties on the part of the Assignor.

             6. GOVERNING LAW
                This Deed of Assignment is subject to and shall be construed in accordance with English
                law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English
                Courts in relation thereto.

             Executed as a DEED by the  Assignor and the  Assignee the day and year appearing
             above.

             Signed on behalf of the Assignor as a
             DEED by [Assignor]

             Signed on behalf of the Assignee as a
             DEED by [Assignee]






























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