BACKGROUND
A. The Client (who is the individual looking to engage The Double Agents) is of the opinion that the Contractor (who is The Double Agents) has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:
SERVICES PROVIDED
The Client hereby agrees to engage the Contractor to provide the Client with talent management representation, the Services for which include handling enquiries you may receive from media, fans/readers, and from commercial outlets; attempting to generate paid-for and non-paying commercial and media opportunities for you by reaching out to applicable media outlets, brands, charities and other organisations on your behalf; and handling crisis management, by liaising with media outlets and/or generating positive content, if and when required.
1. The Services will also include any other tasks which the Parties may separately agree on.
2. Due to the nature of this industry, the Contractor makes no assurances that its work will result in paying or non-paying work for the Client.
3. Due to the nature of the media and the internet, the Contractor makes no assurances that its crisis management-related work will result in the removal or replacement of offending material.
4. The Client will contract with commissioners of work directly, and fees payable will be made by the commissioners of work to the Client. The Contractor cannot be held responsible for non-payment by commissioners or for breach of contract by commissioners.
5. The Contractor cannot be held responsible for media outlets removing Client-related content from its websites, either because of sale or liquidation or any other reason.
TERM OF AGREEMENT
6. The term of this Agreement (the “Term”) will begin on the date the Joining Form & Agreement is signed by the Client and accepted by the Contractor and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
7. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days’ written notice to the other Party.
8. In the event that either Party breaches a material provision under this Agreement, the non- defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
9. This Agreement may be terminated at any time by mutual agreement of the Parties.
10. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
PERFORMANCE
11. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
CURRENCY
12. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
PAYMENT
13. The Contractor will charge the Client for the Services at the rate of £100.00 per month (the “Payment”).
14. A one-off administration fee of £50.00 (the “Admin Fee”) is payable by the Client upon execution of this Agreement.
15. For the remaining amount, the Contractor will invoice the Client every month.
16. Invoices submitted by the Contractor to the Client are due upon receipt.
17. The Payment as stated in this Agreement does not include Value Added Tax. Any Value Added Tax required will be charged to the Client in addition to the Payment.
18. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement unless otherwise agreed with the Client.
CONFIDENTIALITY
19. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of
that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
20. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
21. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
22. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.
RETURN OF PROPERTY
23. Upon the expiry or termination of this Agreement, the Contractor will return to the Client, and visa-versa, any property, documentation, records, or Confidential Information which is the property of the Client.
CAPACITY/INDEPENDENT CONTRACTOR
24. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
25. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
26. In the event that the Contractor hires a sub-contractor:
• the Contractor will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Contractor.
• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
AUTONOMY
27. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
EQUIPMENT
28. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
EXCLUSIVITY
29. The Client acknowledges that this Agreement is exclusive and that s/he will not engage or contract with third parties for the provision of services similar to the Services without prior agreement.
NOTICE
30. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties by email.
INDEMNIFICATION
31. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, the Client agrees to indemnify and hold harmless the Contractor, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
32. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
33. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT
34. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
ENTIRE AGREEMENT
35. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
ENUREMENT
36. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
TITLES/HEADINGS
37. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
GENDER
38. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW
39. This Agreement will be governed by and construed in accordance with the laws of England.
SEVERABILITY
40. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
WAIVER
41. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
