Written Resolution To Amend Articles of Association To Remove Director Discretion Where Share Security is Taken

This legal template focuses on making changes or amendments to a consortium agreement named Lambert, which is governed by UK law. A consortium agreement is a legally binding document entered into by multiple parties, typically businesses or organizations, aiming to collaborate on a specific project or initiative. In this particular template, the parties involved in the Lambert consortium agreement are seeking to modify certain provisions, terms, or conditions of their existing agreement. The template provides a framework and guidance for documenting and executing these variations in a legally compliant manner under the jurisdiction of UK law. It may outline the procedure for proposing, reviewing, and approving changes, as well as the specific sections or clauses subject to modification. The goal of this legal template is to assist the parties involved in the Lambert consortium agreement to formalize their agreed-upon variations in a legally effective and enforceable manner.

This legal template pertains to the white labeling of a mobile application, specifically focusing on subscription-based and pro-supplier models, all within the legal framework of the United Kingdom. A white label arrangement refers to the practice of allowing one company (the supplier) to develop a specific product or service, which is then rebranded and sold by another company (the subscriber) as their own.

In this context, the template would cover key legal aspects involved in establishing a white label mobile application, particularly those related to subscriptions and pro-supplier functionalities. It would outline the rights and responsibilities of both parties involved, addressing issues such as ownership of intellectual property, licensing agreements, payment terms, privacy and data protection, limitations of liability, indemnification clauses, jurisdiction and dispute resolution, among others.

For instance, the template may include provisions regarding the subscription model, laying out details on the terms and conditions for users who opt for the subscription-based access to the mobile application. This could include aspects such as subscription fees, billing cycles, cancellation and refund policies, user obligations, and any limitations on the supplier's liability for the application's performance or availability.

Additionally, the template may cover the pro-supplier model, which typically involves granting the subscriber the ability to resell or customize the white-labeled application to their customers. This would encompass terms related to licensing, branding, use of trademarks or logos, the extent of customization allowed, and limitations on the subscriber's ability to modify or alter the application's features or functionality.

Ultimately, this legal template serves as a comprehensive framework for facilitating the white labeling of a mobile application in the context of the UK market, protecting the rights and interests of both the subscriber and the supplier, and ensuring compliance with applicable laws and regulations.

The "Value Added Reselling of Software Agreement under UK law" is a legal template that outlines the terms and conditions governing the relationship between a software provider (licensor) and a reseller (licensee) operating in the United Kingdom.

This agreement is specifically designed for businesses engaged in value-added reselling of software, which involves purchasing software from the licensor and adding value by customizing, combining, or integrating it with other products before reselling to end-users. It aims to establish the rights, responsibilities, and obligations of both parties, ensuring a smooth and mutually beneficial business partnership while complying with UK laws.

The template typically covers various key provisions, including:

1. Definitions: Clearly defining key terms and entities involved in the agreement, such as licensor, licensee, software, value-added services, and end-users.

2. Grant of License: Outlining the scope and limitations of the license granted to the licensee, such as the permitted use, territories, and any restrictions or conditions imposed by the licensor.

3. Value-Added Services: Defining the value-added activities that the licensee is authorized to undertake. This section may cover customization, integration, maintenance, technical support, training, or any other services mutually agreed upon by the parties.

4. Intellectual Property Rights: Detailing the ownership and protection of intellectual property rights related to the software and any modifications or enhancements created by the licensee during value-added activities.

5. Pricing and Payment: Defining the pricing structure, payment terms, and any applicable royalties or commissions payable by the licensee to the licensor. This section may also address any marketing or promotional obligations and the sharing of revenues between the parties.

6. Confidentiality: Outlining the obligations to maintain the confidentiality of proprietary information, trade secrets, and any other confidential materials exchanged between the parties during the partnership.

7. Term and Termination: Specifying the duration of the agreement, conditions for renewal or termination, and any rights to terminate for breach or upon mutual agreement.

8. Indemnification and Liability: Establishing the responsibilities of each party regarding liabilities, warranties, and indemnification against any claims arising from the use, distribution, or value-added activities related to the software.

9. Dispute Resolution and Governing Law: Identifying the methods for resolving disputes, whether through negotiation, mediation, or arbitration, followed by the governing law of the agreement, which, in this case, would be UK law.

It is important to note that this description provides a general overview of the potential contents of the legal template. The specific terms and provisions may vary depending on the needs of the licensee and licensor and should be adapted, reviewed, and revised by qualified legal professionals familiar with UK laws.