Common use of Right of Priority Clause in Contracts

Right of Priority. 10.1.1 The Parties further acknowledge and agree that if Party B intends to license or transfer any of the Digital Copyright of the Work exclusively to any third party during the Term or after the expiration of the Term, Party A has rights of priority to be licensed or transferred any of those Digital Copyrights. If Party B wishes to transfer or authorize others to any of those Digital Copyrights exclusively, Party B shall notify Party A in advance in writing (attaching the proposed terms of agreement, if any); Party A shall have a priority right over any third party to obtain the foregoing rights, and Party B shall take such actions as necessary and appropriate to allow Party A to exercise such priority rights. Unless Party A fails to exercise its priority rights within thirty (30) business days after receiving a written notification from Party B so requesting, Party B shall not transfer or license the aforesaid rights to any third party. Party A’s priority rights shall be exercised in a manner consistent with maintaining the legitimate rights and interests of Party B, and Party A shall use all reasonable endeavours to create income for Party B by so doing. 10.1.2 The Parties hereby agree and acknowledge the methods and conditions for exercising the priority rights described herein. If Party B grants or licenses copyright pertaining to the Work exclusively to any third party without the permission of Party A such that Party A cannot exercise priority rights to which it is entitled, it shall be deemed as a breach of this Agreement on the part of Party B, for which Party B shall pay damages to Party A for all losses suffered in that connection, including but not limited to any expenses incurred by Party A such as notary fees, attorney fees, accreditation fees, litigation fees, and travel fees. Moreover, Party B shall treat all income reasonably obtained from third parties as compensation to be paid to Party A for breach of the priority rights provisions herein; Party A has the right to deduct such compensation directly from the remuneration payable to Party B. 10.1.3 The Parties further acknowledge and agree that if Party B creates a prequel, sequel, special edition, continuation, series, or the like of the Work (hereinafter referred to as “Series”), for which Party A shall have an exclusive right of priority for the negotiation to be licensed any of those Digital Copyrights of the Series [, and priority for cooperation under the same conditions offered to any third-party.]