1.DEFINITIONS"Agreement" - this agreement, including its schedule;
"Assignment" - an assignment for the Contractor to provide specific Services to PageTiger, and any specific Fees, actions, deliverables, specifications, timescales and other arrangements or requirements as may be agreed in relation to such assignment;
"Client" - a client of PageTiger;
"Confidential Information" - all information and data (whether or not recorded in any form) relating to or provided by PageTiger or a Client which is identified as or known by the Contractor to be confidential or not for general disclosure, and/or which should reasonably be considered as confidential, including, without limitation:
(a) business plans, forecasts, contracts and negotiations;
(b) confidential plans for Client projects, including designs, branding, animation, videos and other content;
(c) software source code, trade secrets, know-how, inventions and discoveries; and
(d) other information of a confidential nature about the Services and Clients, finances, sales, marketing, and other business activities, contacts and relationships;
"Fees" - the fees to be paid by PageTiger to the Contractor for the provision of Services. The [standard] Fees applicable to [specific Services or Assignments] are set out in schedule to this Agreement;
"Intellectual Property" - all intellectual property rights subsisting anywhere in the world, whether or not registered, and all applications, renewals and extensions of the same including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, rights in trade names, logos and domain names, rights in goodwill or to sue for passing off, rights in know-how and trade secrets;
"Personal Data" - any personal data relating to individuals involved with PageTiger, a Client or otherwise, which is processed by the Contractor on behalf of PageTiger in relation to the provision of the Services which may include, without limitation: (a) personal data within the content of Client publications or materials; and (b) names and email addresses of visitors or potential visitors to Client publications; and (c) other personal data relating to individual contacts at Client entities; "Resources" any and all of the following:
(a) PageTiger's technology and communications systems, equipment and networks; and
(b) materials embodying or containing PageTiger's or the Client's (or any of their licensors') Intellectual Property and/or Confidential Information; and
"Services" - the services to be provided by the Contractor to PageTiger. The general range of Services to be provided is set out in the schedule to this Agreement.
2.PROVISION OF SERVICES2.1. PageTiger engages the Contractor to provide Services under such Assignments as may be agreed in writing between the parties from time to time. Neither the Contractor nor PageTiger is obliged to agree to any specific Assignment or Services.
2.2. The Contractor shall:
2.2.1. perform the Services in a professional manner and in accordance with good industry practice for the Services;
2.2.2. perform the Services with due care and skill, in a timely and efficient manner, in accordance with applicable laws, and to the best of his knowledge and abilities;
2.2.3. without prejudice to clauses 2.2.7, 6.3 and 7, comply with the terms of any licences for any third party software, content or materials used in its performance of the Services;
2.2.4. communicate to PageTiger all information which he reasonably considers relevant and/or necessary in relation to the Services;
2.2.5. [to the extent he has direct contact or involvement with a Client as part of the Services, act in the best interests of PageTiger as its representative, follow other reasonable instructions of PageTiger in relation to the manner of communication, and provide PageTiger with records of all relevant communications;]
2.2.6. in his performance of the Services, act in good faith towards PageTiger, and not take any action which may be detrimental to the reputation of PageTiger or which may put PageTiger in breach of applicable laws; and
2.2.7. follow such reasonable additional policies, procedures and/or instructions of PageTiger from time to time in relation to the Services, which may relate to, without limitation, insurance, security of or access to Resources, premises or other property, health and safety, equality, anti-bribery, use of Personal Data or other data protection matters, the protection of information or Intellectual Property, and/or compliance with legal or industry requirements;
2.2.8. immediately inform PageTiger if, in the Contractor's opinion, any of PageTiger's instructions or policies relating to the Services conflict with any applicable law (including, without limitation, data protection law); and
2.2.9. provide PageTiger with such information and submit to such inspections as may be reasonably requested by PageTiger from time to time to demonstrate the Contractor's compliance with this Agreement.
3.ASSIGNMENT REQUIREMENTS3.1. [The Contractor shall perform each action and provide each deliverable required under an Assignment, and shall do so in accordance with any specifications, delivery arrangements, acceptance procedures and timetables agreed in relation to such action or deliverable.]
3.22 [Without prejudice to any other remedy available to PageTiger, the Contractor shall promptly (and at its own expense) correct any errors or defects in the results of the Services or any deliverable required under an Assignment.]
3.3. Each party shall comply with such other arrangements or requirements agreed between the parties under an Assignment.
4. CONTRACTOR'S STAFF AND STATUS4.1. The Contractor shall employ suitably qualified, experienced and knowledgeable staff to ensure the proper performance of the Services and its obligations under this Agreement.
4.2. The parties acknowledge that the intention is for the Contractor's staff who are involved with performance of the Services to be employed by the Contractor and, as such, the Contractor is responsible for the supervision of its staff and management of the employment relationship, including any personal taxation and National Insurance matters.
4.3. [Except to the extent otherwise requested by or agreed with PageTiger (under an Assignment or otherwise), and without prejudice to its compliance with clauses 2.2.3 and 6, the Contractor shall use its own equipment and resources for performing the Services (including, without limitation, such computer, software, telephone, stationery and communications equipment which it may require) and shall use such equipment and resources in a lawful manner.]
4.4. The Contractor does not have any authority, on behalf of PageTiger, to enter into any contract or commitment, except to the extent expressly authorised in writing by PageTiger.
4.5. For the avoidance of doubt, the provision of the Services is non-exclusive, and the Contractor may provide services similar to the Services to other organisations, subject to clause 4.6.
4.6. [The Contractor may not, during an Assignment or for a period of six months following completion or termination of an Assignment provide, or offer or arrange to provide, services substantially similar to the Services under that Assignment (as a contractor or otherwise) to a Client with whom the Contractor has had contact or otherwise been involved with in relation to that Assignment.]
5.FEES AND PAYMENT5.1. In consideration of performance of the Services by the Contractor, PageTiger shall pay to the Contractor the Fees.
5.2. [Subject to any alternative payment arrangements agreed under to an Assignment, the Contractor shall issue an invoice for the Fees in pounds sterling in arrears of performing the Services, and PageTiger shall pay such invoice within 30 days of receipt.]
5.3. [The Contractor shall complete such timesheets for Services performed as may be reasonably requested by PageTiger.]
5.4. Except to the extent agreed in advance in writing [or set out in the schedule to this Agreement], PageTiger shall not be required to reimburse any expenses incurred by the Contractor in his performance of the Services.
6. INFORMATION AND RESOURCES6.1. The Contractor agrees, unless authorised in writing by PageTiger:
6.1.1. to keep confidential all Confidential Information (other than Confidential Information which is publicly known);
6.1.2. not to use, access or copy Confidential Information, Personal Data or Resources, except to the extent reasonably required for the purpose of performance of the Services (or otherwise in accordance with the instructions of PageTiger); and
6.1.3. not to disclose Confidential Information or Personal Data to any other person.
6.2. Clause 6.1 shall not prohibit:
6.2.1. the lawful use of Resources, nor the lawful use or disclosure of Confidential Information or Personal Data, which are lawfully used by or known to the Contractor for reasons unconnected with this Agreement; nor
6.2.2. the disclosure or use of any Confidential Information or Personal Data to the extent required by law, provided that the Contractor has notified PageTiger of such legal requirement and given PageTiger and any relevant Client the opportunity to object to such disclosure or use.
6.4. The Contractor acknowledges that, in its processing of Personal Data, it is acting as a processor on behalf of PageTiger (the controller) or, in some circumstances as a sub-processor of PageTiger (the processor) on behalf of a Client (the controller). Therefore, PageTiger and/or the Client are responsible for determining the purposes and the means of the processing of such Personal Data.
6.5. The Contractor shall:
6.5.1. ensure appropriate security of Confidential Information, Personal Data and Resources, including protection against unauthorised or unlawful use, access or disclosure, and against accidental loss, destruction or damage. The measures to be taken by the Contractor include, without limitation, implemention of appropriate security and anti-virus measures on computer and communications equipment which he uses;
6.5.2. without undue delay (and in any case within 24 hours), notify PageTiger of any actual or suspected security breach, access request, request to exercise rights under data protection laws, or other request or complaint of which you become aware relating to Confidential Information, Personal Data or Resources;
6.5.3. provide such assistance as may be reasonably requested by PageTiger in order to identify, address and/or remediate any security breaches, complaints, queries or requests relating to Confidential Information, Personal Data or Resources, including any requests from individuals to exercise their rights under data protection laws;
6.5.4. provide such assistance as may be reasonably requested by PageTiger to assist with risk assessments and consultations with data protection authorities relating to use of Personal Data; and
6.5.5. not send, store or otherwise process any Confidential Information or Personal Data outside the UK without the prior written approval of PageTiger.
6.6. To the extent it is necessary for the Contractor to maintain records relating to this Agreement or an Assignment for his own legitimate business purposes (for example records of invoices and terms between the Contractor and PageTiger), the Contractor agrees to minimise the amount of personal data and Confidential Information within such records and, to minimise the associated retention periods, to make the Company aware of the extent of such records, and to ensure that such records do not include any Personal Data.
6.7. Upon termination of an Assignment or this Agreement (or at any other time on the reasonable request of PageTiger), the Contractor shall:
6.7.1. provide to PageTiger all relevant Confidential Information, Personal Data and Resources in his possession or control; and
6.7.2. cease to use and not himself retain any copies of any such Confidential Information, Personal Data or Resources, except to the extent reasonably necessary for his record-keeping obligations under any applicable legislation.
7.INTELLECTUAL PROPERTY7.1. All Intellectual Property created by the Contractor in his performance of the Services (including all such Intellectual Property subsisting in relation to any deliverables) shall belong to PageTiger, and the Contractor irrevocably assigns (or, to the extent such assignment is not possible or effective, agrees to assign or procure the assignment of) such Intellectual Property to PageTiger. The Contractor agrees that the Fees incorporate the consideration for such assignment.
7.2. The Contractor agrees to waive all moral rights subsisting in relation to the Intellectual Property referred to in clause 7.1, to the fullest extent permitted by law.
7.3. The Contractor warrants and undertakes that:
7.3.1. except to the extent otherwise agreed in writing with PageTiger, the results of the Services (including any deliverables) shall be the Contractor's own original work created for purpose of the Services, and the Contractor is not restricted from assigning the Intellectual Property in such results to PageTiger; and
7.3.2. so far as it is aware, use of the results of the Services (including any deliverables) for their intended purpose by PageTiger (and, where applicable, a Client) will not infringe the Intellectual Property or other rights of any third party.
7.4. Without prejudice to clause 7.3, the Contractor agrees to provide PageTiger with full details of all third party content or materials provided as part of the results of the Services (including any deliverables), and to co-operate with PageTiger in order to ensure PageTiger (and any relevant Client) have appropriate licences to use such content or materials as intended under the relevant Assignment.
7.5. The Contractor shall not take any action which may damage any rights of PageTiger (or a relevant Client) to, or which may prejudice the validity or enforceability of, any of the Intellectual Property in the results of the Services (including any deliverables).
7.6. The Contractor shall provide such assistance as may be reasonably requested by PageTiger in order for PageTiger (or a relevant Client) to register or enforce its rights, or bring or defend any claim relating to the results of the Services (including any deliverables) or PageTiger’s (or a relevant Client’s) Intellectual Property. Such assistance shall be at the reasonable cost of PageTiger, except where such claim, or the need for such registration or enforcement, has arisen as a result of a breach by the Contractor of this clause 7.
8. USE OF CONTRACTOR’S INFORMATIONThe Contractor acknowledges that:
8.1. PageTiger may collect and retain personal data and other records relating to the Contractor for the purposes of managing this Agreement, Assignments and the Services, administration of the relationship between the Contractor and PageTiger, managing PageTiger's business, and compliance with legal obligations. Personal data may include [contact details, financial details, opinions about the Contractor (such as through feedback or assessments), and information about the Contractor within communications and records relating to its activities for PageTiger or made using the Resources]. [It may also include information about the Contractor's health in order to ensure health and safety, and provide the Contractor with appropriate assistance, where required.]
8.2. Such Ddata and records referred to in clause 8.1 may be disclosed to other parties (including a Client) to the extent necessary for or relevant to such the listed purposes.
8.3. [PageTiger may, for business purposes, monitor, access and store communications sent or received using PageTiger’s Resources.]
8.4. The processing of personal data described in this clause 8 is undertaken to the extent necessary for the performance of this Agreement, or in PageTiger's or a Client's legitimate interests in relation to the provision of the Services and the operation of PageTiger's or a Client's business.
8.5. Further information about PageTiger's use of the Contractor's personal data is available within PageTiger's data protection notices for staff or contractors (as may be made available from time to time), or otherwise upon request.
9.DURATION AND TERMINATION9.1. Subject to clause 9.3, an Assignment shall commence and terminate, respectively, in accordance with such timescales or upon completion of such Services or other conditions as may be agreed between the parties under that Assignment.
9.2. Either party may terminate this Agreement on [one month’s] notice to the other party, except that the terms shall continue to apply to any Assignment which has not been completed or terminated in accordance with this Agreement (until such completion or termination).
9.3. Either party may terminate this Agreement and/or an Assignment immediately upon notice to the other party if:
9.3.1. the other party is in material or persistent breach of this Agreement and, in relation to a material breach capable of remedy, fails to remedy such breach within [14 days] of notice of it; or
9.3.2. the other party becomes bankrupt, insolvent or is wound up due to insolvency, or ceases (or threatens to cease) to carry on business.
9.4. PageTiger may terminate an Assignment immediately upon notice to the Contractor if an engagement by a Client (to which the relevant Services relate) terminates or if, in other reasonable circumstances, the relevant Services are no longer required.
9.5. Termination of an Assignment or this Agreement shall not affect accrued rights and liabilities of either party up to the date of termination.
9.6. All provisions of this Agreement which by their nature would be reasonably intended to continue shall survive termination of an Assignment or this Agreement, including terms relating to Confidential Information, Personal Data and Intellectual Property.
10.GENERAL10.1. No amendment or variation to this Agreement shall be effective unless made in writing and signed by the parties.
10.2. Notices under this Agreement shall be in writing and sent to the address of the relevant party specified above or such other address as may subsequently be notified to it.
10.3. The Contractor shall promptly carry out such further acts (including signing all such documents) as PageTiger may, from time to time, reasonably require for the purpose of giving full effect to this Agreement including, without limitation, the Intellectual Property assignments contemplated by clause 7.
10.4. No provision of this Agreement is intended to be enforceable by any person other than PageTiger and the Contractor.
10.5. Neither party may transfer, assign or sub-contract any of its rights or obligations under this Agreement to any third party without the other party’s prior written consent (such consent not to be unreasonably withheld), except that PageTiger may, without the Contractor's consent, transfer or assign all or any of its rights and obligations under this Agreement to any purchaser of its company or its business.
10.6. Failure or delay by either party to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy.
10.7. The terms of this Agreement constitute the entire agreement between the parties with respect to the subject matter and supersede all prior agreements, negotiations and discussions between the parties relating to the same. For the avoidance of doubt, this clause does not prevent the parties agreeing additional terms for an Assignment.
10.8. If any provision of this Agreement is found by any court or legal authority to be invalid, unenforceable or illegal, the other provisions shall remain in force and, to the extent possible, the provision shall be modified to ensure it is valid, enforceable and legal, whilst maintaining or giving effect to its commercial intention.
10.9. This Agreement is governed by the laws of England and Wales and the courts of England and Wales shall have exclusive jurisdiction to hear any disputes arising in connection with it.