Advising Vampire Squid (a division of retainer client Silvergate Media) on their exclusive licensing arrangements with ACNG for seasons 1-3 of The Octonauts" for the Disney Jnr channel in the US. Our input involved reviewing the licensing and Deal Memo arrangements with ACNG; advising on key areas of concern in the Agreement (including scope of licensing; impact on the licence scope with regard to new media routes of exploitation; adaptation provisions; excluded activities and termination); negotiating with in-house and external legal resource for ACNG and negotiating a final form agreement with ACNG).
Halfords is a major UK retailer as well as the owner of the Autocentres chain. We advise Halfords on a very wide range of commercial matters, but one especially interesting example was when they ran the Halfords BMX Summer Campaign between July and October 2012 to promote BMX cycling.
As part of this campaign, they negotiated for Tinchy Stryder to take part in some of the events to attract young cyclists. We were asked to assist with the agreement between Tinchy Stryder and our client, setting out his involvement in the events. As brand protection and reputation is extremely important to Halfords. The agreement dealt with numerous intellectual property issues regarding use and association between the two parties.
An interesting element was the obligation on Tinchy Stryder to promote the campaign on social networking sites. We also assist Halfords on a number of general commercial terms and conditions which have IP elements to them including Sponsorship Agreements relating to the Tour de France; Distribution Agreements and legal terms for their Websites.
Advising on arrangements to provide credit under an Enterprise Finance Guarantee, a Government-backed scheme which aims to offer credit to small businesses which have previously been refused credit or only have limited credit facilities. Previously, this scheme had only been made available to banks and other financial institutions, and so we worked closely with our client and the Government’s advisers to produce bespoke documentation for use in the retail sector, to ensure that the terms governing the credit and the guarantee were applicable to our client’s business without going beyond the confines of Government policy.
Our work specifically involved reviewing and negotiating the terms on which the Government would guarantee trade credit offered by Screwfix (including the eligibility criteria, our client’s reporting obligations and the triggers for re-payment or withdrawal of the credit and the guarantee) and updating our client’s own standard terms and conditions to reflect these new credit arrangements.
This scheme aims to promote and assist with the set-up of small businesses and Screwfix is the first UK retailer to be able to offer credit to its customers under the scheme.
PLYMOUTH COMMUNITY HEALTHCARE
We are instructed by this sophisticated client (which was created as part of a "spin-out" from the local NHS Primary Care Trust) on a wide range of commercial matters.
- Advising on the extent to which PCH is a "body governed by public law" for the purposes of public procurement law. This was an important issue for the client because the burden of complying with procurement law was relatively disproportionate to the services required, but the financial, operational and reputational risks of non-compliance could not be ignored. Our input entailed detailed consideration of the extent of PCH's "commercial character" (which is complicated by its status as a Community Interest Company) and the sources of its funding. Our advice included production of materials designed to enable the client to make an initial assessment of the likely relevance of public procurement law for itself, without recourse to external legal advisers.
- Advising on interpretations of key operational provisions on PCH's main services contract with the NHS Commissioners. Our input involved both interpretation of the complex legal documents and more strategic advice aimed at helping PCH to engage effectively with its various main stakeholders.
- Advising on the state aid law relating to Services of General Economic Interest and its application to PCH. This was critical to the client because limits on the amount of public funds it could legitimately receive would have had a very material impact on PCH's financial viability. Our advice enabled the client to more confidently predict what its future income would be.
DEPARTMENT FOR BUSINESS INNOVATION AND SKILLS / UK SHARED BUSINESS SERVICES LIMITED (UNITED KINGDOM GOVERNMENT RESEARCH COUNCILS)
We are continuing to advise the Government Research Councils Shared Services Centre (UKSBS) on a number of strategically important projects central to the Government shared services agenda and strategy.