18th October 2016
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Dear Sirs,
Fantastic Beasts & Where to Find Them by J K Rowling ISBN: 9781408708989
Embargoed until 00:01 18th November 2016
We are pleased to confirm the upcoming UK publication date of ‘Fantastic Beasts & Where to Find Them’ – J K Rowling (the “Book”). Given the anticipation surrounding the Book, we have secured agreement with the publisher that in order to meet high anticipated demand we are able to supply copies of the Book to you in advance of that date provided that the Book is kept strictly under embargo until 00:01 on 18/11/2016 (the “Publication Date”). Accordingly, before we are able to send you copies of the Book, we require you to read, countersign and return this embargo letter by email, fax or post to confirm your acceptance of the following conditions.
1. You acknowledge that the Book and any information or materials relating to the Book (together the “Confidential Information”) are highly confidential.
2. You agree to keep the Book in the strictest confidence until after the Embargo has expired, with the effect that you will:
a) not unpack or open any bales containing the Book and not open or read the Book or any part of the Book or permit any other person to do so;
b) keep all copies of the Book supplied to you out of sight of the consumer and under lock and key, with the key held only by you (including but not limited to your directors and authorised employees) or a third party previously approved by us who has signed and delivered to us a similar undertaking, in a safe and secure place with adequate security to prevent unauthorised access;
c) ensure that no part of the Book is visible to others and that no person other than a person permitted in accordance with paragraph 2b) of this embargo letter will be shown or have any access to the Book or any part of it or given any information relating to it and that your partners, directors, employees, agents and sub-contractors or others with whom you deal who may have access to your premises are fully aware of your obligations and the sensitivity of the Book and its contents;
d) not copy in any form, reproduce in any way, communicate, publish, broadcast, webcast or authorise for publication, broadcast or webcast the Book or any part of or extract from the Book or any outlines or details or comments relating to it except any information which we have supplied in relation to the Book; and
e) comply with the requirements set out in Schedule 1 from the time that the copies of the Book are delivered to you to the Publication Date.
3. These restrictions will not apply to any aspect of the Confidential Information which is in, or comes into, the public domain (except as a result of a breach of confidentiality) or which you are required to disclose by law or by any court or other competent authority.
4. You must notify us immediately upon discovery of any unauthorised use or disclosure of all or any part of the Confidential Information or any other breach of the terms of this embargo letter, and will cooperate fully with us and/or the publisher to help us and/or the publisher regain possession of the Confidential Information and/or prevent its further unauthorised use.
5. If called upon by us you will immediately (but at our cost unless you are in breach of this agreement) return to us securely loaded all copies of the Book supplied to or held by you.
6. You hereby acknowledge that monetary damages may not be a sufficient remedy for unauthorised disclosure of Confidential Information and that we shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.
7. You agree to indemnify and hold us harmless from and against all claims, costs, damages or expenses incurred by us and/or the Publisher or for which we may become liable as a result of any breach of your obligations under this letter. For the avoidance of doubt, you acknowledge that this indemnity benefits a publisher which is not a party to this agreement and that such publisher shall be entitled to enforce the terms of the indemnity provided that the rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement is not subject to the consent of the publisher.
8. You accept that no copy of the Book will be supplied to you before the Publication Date unless you return this agreement duly signed by 14th November 2016. You further agree that a faxed or scanned copy of the agreement duly signed will be accepted as valid in the absence of the original document
9. You agree the Book will be supplied firm- sale only. Other than this, our standard terms and conditions of business will apply – please see https://www.bertrams.com/img/proms/TermsofTradedraftFINALJune2011.pdf
10. The terms of this letter shall be governed by and construed in accordance with the laws of England, and you and us shall submit to the jurisdiction of the English courts in relation to any matter arising herefrom.
We would therefore be grateful if you would sign and return to us the enclosed copy of this embargo letter to confirm your understanding of this letter on these terms.
Finally, on behalf of the publisher and Bertrams, thank you for your assistance in making this launch one of the exceptional events in the publishing calendar.
Yours faithfully
………………………………
For and on behalf of
Bertram Trading Limited
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Please indicate your understanding of and agreement with the foregoing by signing this letter, and then return by email or mail:
Email:
Fax: 0871 803 6709
Post: Bertrams, 1 Broadland Business Park, Norwich NR7 0WF
We understand and agree to the above terms:
……………………………… ………………………………… ………………………………..
Signed Name Date
Schedule 1
1. Subject to paragraph 7 below, the packaging cannot be opened until the Publication Date unless otherwise agreed by us in writing.
2. All unit packs must clearly state the Publication Date (which means the date and time of publication) of the Book.
3. All copies of the Book will be kept separate at all times from other stock you may hold or store.
4. Copies of the Book must be kept securely and you agree to comply with at least one of the following:
(i) ensure that there is CCTV at premises where copies of the Book are stored and that the Secure Area will be covered by its cameras at all times. Films or footage shall be kept until seven days after the Publication Date;
(ii) employ security guards to guard the copies of the Book;
(iii) keep copies of the Book in a secure locked cage in the Secure Area; or
(iv) keep copies of the Book in a locked area such as (but not limited to) a safe, cupboard or a store room to which only senior management have access.
5. Access to the copies of the Book and to the Secure Area will be restricted to as few people as possible and restricted to only those for whom it is strictly necessary to have access to the Book in order for you to sell the Book on the Publication Date.
6. Only trusted employees shall have access to copies of the Book and to the Secure Area. No freelance or temporary workers shall be allowed to have access to copies of the Book or to the Secure Area.
7. You, your employees, officers or agents or any third parties instructed by you will not remove any copies of the Book from the Secure Area before the Publication Date save to the extent that it is necessary to display the Book for sale on that date and time.
8. No photographs may be taken of the Book or the packaging (except by security cameras for the purpose of security).
9. All your employees will be informed by you of the contents of this Schedule in writing and will be asked to sign a document to indicate that they have read and understood it, and agree to comply with its requirements.
10. At our request you shall provide the documents signed by third parties or employees as well as any documents setting out the plans you have in place to maintain security and confidentiality.
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