DATED
2015
(1)
GENERATOR HOSTELS LIMITED
(2)
[
]
CONTRIBUTOR'S AGREEMENT
www.ashfords.co.uk
CONTENTS
1.
DEFINITION ................................................................................................................2
2.
ENGAGEMENT ...........................................................................................................2
3.
TERM ..........................................................................................................................3
4.
YOUR OBLIGATIONS.................................................................................................3
5.
INTELLECTUAL PROPERTY RIGHTS .......................................................................3
6.
WARRANTIES AND INDEMNITY ...............................................................................4
7.
LOSS...........................................................................................................................5
8.
SUSPENSION .............................................................................................................5
9.
TERMINATION ............................................................................................................6
10.
ASSIGNMENT .............................................................................................................6
11.
NOTICES.....................................................................................................................7
12.
ENTIRE AGREEMENT AND VARIATION ...................................................................7
13.
DATA PROTECTION ..................................................................................................8
14.
ANTI-BRIBERY ...........................................................................................................8
15.
NO WAIVER ................................................................................................................8
16.
THIRD PARTY RIGHTS ..............................................................................................8
17.
CONFIDENTIALITY ....................................................................................................9
18.
VARIATION .................................................................................................................9
19.
GOVERNING LAW ......................................................................................................9
20.
JURISDICTION ...........................................................................................................9
SCHEDULE 1 .......................................................................................................................11
i
THIS AGREEMENT is dated [DATE]
PARTIES
(1)
GENERATOR HOSTELS LIMITED incorporated and registered in England and
Wales with company number 03192617 whose registered office is at MacNaughton
House, Compton Place, London WC1H 9SD (we, us, or Generator as appropriate);
(2)
[
] of [
] (you or your or yours as
appropriate).
BACKGROUND
You are the winner of the Competition and we wish to engage you to provide the Services in
connection with the Features. We now confirm the agreement between you and us as
follows:
AGREED TERMS
1.
DEFINITION
1.1.
In this Agreement the following terms have the meanings next to them:
Package
The package of travel, accommodation and festival
tickets described in Schedule 1.
Services
The services described in Schedule 2.
2.
ENGAGEMENT
2.1.
In consideration of the Package we hereby engage you and you hereby agree to
render to us the Services on the terms and conditions set out in this agreement.
2.2.
You will be an independent contractor and nothing in this agreement shall render
you an employee, worker, agent or partner of us you shall not hold yourself out as
such.
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2.3.
You shall be fully responsible for and indemnify us against any liability, assessment
or claim for taxation whatsoever arising from or made in connection with the
performance of the Services, where such recovery is not prohibited by law.
3.
TERM
3.1.
We shall be entitled to your services from [ to be inserted as appropriate
] (Term)
during which time we shall have the right to [to be inserted as appropriate
].
4.
YOUR OBLIGATIONS
4.1.
You hereby agree and acknowledge that you will:
4.1.1.
Render all such services, appear in and attend any and all activities as we
may reasonably require in connection with the Services;
4.1.2.
commit such hours as are necessary to fulfil your obligations under this
agreement;
4.1.3.
Perform the Services conscientiously.
5.
INTELLECTUAL PROPERTY RIGHTS
5.1.
You hereby grant us a perpetual non-exclusive licence in respect of all the copyright
and other rights including without limitation all performers' property rights under Part
II of the Copyright, Designs and Patents Act 1988 (CDPA) throughout the world in
all media whether now known or hereafter developed for the full period of copyright
and all renewals, revivals, reversions and extensions thereof (Rights) in all
performances and literary, dramatic, artistic and musical material contributed by you
in connection with the Services (Contribution) to incorporate the Contribution in any
promotional material we may wish to produce and use during and after the provision
of the Services. You agrees not to licence the Rights to any third party.
5.2.
Subject to clauses 5.1 you hereby irrevocably grant to us worldwide consent to
make the fullest use of the Contribution (and any extracts from the Contribution) in
any and all media worldwide.
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5.3.
You hereby irrevocably grant to us consent worldwide to use, and to authorise
others to use, your name, voice, biography and likeness (such biography and
likeness to be pre-approved in writing by you such approval not to be unreasonably
withheld or delayed) in connection with the exploitation, advertising and promotion of
us provided always that no such use shall damage, defame, undermine or otherwise
prejudice your reputation.
5.4.
Subject to clauses 5.1 you recognise that we have the unlimited right to edit, copy,
alter, add to, take from, adapt and/or translate the Contribution and you hereby
irrevocably and unconditionally waive the benefit of your moral rights arising under
Parts I and II of the CDPA and performers' non-property rights arising under Part II
of the CDPA and any similar laws of any jurisdiction in favour of us and all our
licensees, sub-licensees, assignees and successors in title to the copyright in the
Contribution.
5.5.
We shall be entitled to dub the Contribution with recordings in any language with
voices other than yours.
5.6.
You agree to do all such acts and execute such documents as we may reasonably
require to vest in or confirm to us or our licensees the copyright and all other rights
granted by you to us under this agreement. We shall reimburse you all reasonable
costs incurred by you in so doing.
6.
WARRANTIES AND INDEMNITY
6.1.
You hereby warrant, represent and undertake to us that:
6.1.1.
You are free to enter into and to perform this agreement;
6.1.2.
The Contribution (save to the extent that it incorporates material provided
by us) will be wholly original to you and/or the Contributor and will not
infringe the copyright or any other rights of any third party;
6.1.3.
The Contribution will not contain any defamatory matter nor breach any
contract, law or duty of confidentiality, nor constitute contempt of court
provided that we shall not be entitled to bring any claim against you in
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respect of any material that does prove to be defamatory unless it was
included as a result of your negligence or malice;
7.
LOSS
7.1.
Generator shall not be under any liability in respect of any loss or damage to your
property or for any personal injury, illness or death caused or suffered in connection
with your obligations under this agreement unless caused by our negligence.
8.
SUSPENSION
8.1.
Generator shall be entitled by notice in writing to you suspend your engagement
under this agreement in the following circumstances:
8.1.1.
if you fail, refuse or neglect to perform any of your obligations under this
agreement;
8.1.2.
if you are incapacitated from rendering the Services by ill health, injury,
mental or physical disability or other cause; or
8.1.3.
if the continuation of the Services is prevented, interrupted or delayed by
any cause outside the control of Generator (including, but not limited to,
fire, casualty, accident, riot or war, act of God, strike, lock out, labour
conditions, judicial order or enactment or incapacity or death of any
leading artist, Generator, the director or a senior technician).
8.2.
Following suspension of the engagement:
8.2.1.
your warranties and obligations under this agreement shall continue
during the suspension (to the extent that they are able to be fulfilled); and
8.2.2.
Generator will remain entitled to all rights granted to it under this
agreement.
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9.
TERMINATION
9.1.
Generator shall be entitled by notice in writing to you, to terminate this agreement
(whether or not the Contributor has been previously suspended) with immediate
effect
9.2.
Without prejudice to clause 11.1, Generator shall be entitled to terminate this
agreement (whether or not Generator has suspended the engagement for the same
or another reason) by written notice with immediate effect for the following reasons:
9.2.1.
if you fail, refuse or neglect to perform any of your obligations contained in
this agreement;
9.2.2.
if you are incapacitated from rendering your Services under this
agreement for more than either [5] consecutive days or [5] days in the
aggregate.
9.3.
On any such termination:
9.3.1.
except as provided in this agreement, neither party shall have any further
obligation to the other under this agreement following its termination; and
9.3.2.
termination of this agreement shall not affect any rights, remedies or
obligations of the parties that have accrued or become due prior to
termination.
9.4.
If termination is due to your failure, refusal or neglect to perform any of your
obligations contained in this agreement, you agree to refund £[ 1000 ] to us, being
[65 ]% of the value of the Package.
10.
ASSIGNMENT
10.1.
Neither party shall, without the prior written consent of the other party, assign,
transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any
other manner with all or any of its rights and obligations under this agreement.
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10.2.
Each party that has rights under this agreement is acting on its own behalf and not
for the benefit of another person.
11.
NOTICES
11.1.
Any notice given to a party under or in connection with this contract shall be in
writing and shall be delivered by hand or by pre-paid first-class post or other next
working day delivery service at its registered office.
11.2.
Any notice shall be deemed to have been received:
11.2.1.
if delivered by hand, on signature of a delivery receipt or at the time the
notice is left at the proper address; or
11.2.2.
if sent by pre-paid first-class post or other next working day delivery
service, at 9.00 am on the second Business Day after posting or at the
time recorded by the delivery service.
11.3.
This clause does not apply to the service of any proceedings or other documents in
any legal action or, where applicable, any arbitration or other method of dispute
resolution.
12.
ENTIRE AGREEMENT AND VARIATION
12.1.
This agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether written or
oral, relating to its subject matter.
12.2.
Each party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or negligently) that
is not set out in this agreement. Each party agrees that it shall have no claim for
innocent or negligent misrepresentation based on any statement in this agreement.
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13.
DATA PROTECTION
13.1.
For the purposes of the Data Protection Act 1998, as amended, you agree and
consent to Generator holding and processing personal data relating to the
Contributor in any form (whether obtained or held in writing, electronically or
otherwise) provided that Generator complies at all times with data protection law
and best practices.
14.
ANTI-BRIBERY
14.1.
You and the Contributor shall:
14.1.1.
comply with all applicable laws, statutes and regulations relating to antibribery and anti-corruption including but not limited to the Bribery Act
2010;
14.1.2.
promptly report to Generator any request or demand for any undue
financial or other advantage of any kind received by the Contributor in
connection with the performance of this agreement;
14.2.
Breach of this clause 14 shall be deemed a material breach of this agreement under
clause 8.1.1
15.
NO WAIVER
No failure or delay by a party to exercise any right or remedy provided under this
agreement or by law shall constitute a waiver of that or any other right or remedy,
nor shall it prevent or restrict the further exercise of that or any other right or
remedy. No single or partial exercise of such right or remedy shall prevent or restrict
the further exercise of that or any other right or remedy.
16.
THIRD PARTY RIGHTS
No one other than a party to this agreement shall have any right to enforce any of its
terms.
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17.
CONFIDENTIALITY
17.1.
Each party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, customers, clients or
suppliers of the other party or of any member of the group of companies to which
the other party belongs, except as permitted by clause 17.2.
17.2.
Each party may disclose the other party's confidential information:
17.2.1.
to its employees, officers, representatives or advisers who need to know
such information for the purposes of carrying out the party's obligations
under this agreement. Each party shall ensure that its employees,
officers, representatives or advisers to whom it discloses the other party's
confidential information comply with this clause 17; and
17.2.2.
as may be required by law, a court of competent jurisdiction or any
governmental or regulatory authority.
17.3.
No party shall use any other party's confidential information for any purpose other
than to perform its obligations under this agreement.
18.
VARIATION
No variation of this agreement shall be effective unless it is in writing and signed by
the parties (or their authorised representatives).
19.
GOVERNING LAW
This agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England and Wales.
20.
JURISDICTION
Each party irrevocably agrees that the courts of England and Wales shall have
exclusive jurisdiction to settle any dispute or claim arising out of or in connection
15222251.1
with this agreement or its subject matter or formation (including non-contractual
disputes or claims).
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SCHEDULE 1
Services
1.
Date(s), Name and Address of Place of Engagement
Proposed cities: Berlin, Barcelona, London, Hamburg, Dublin and Copenhagen
Proposed dates:
Barcelona: 18th – 20 June
Copenhagen: 27th June – 4th July
Lovebox London: 17th – 18th July
Hamburg: 21st – 23rd August
Dublin: 4th – 6th September
Berlin: 12 – 13th September
2.
Description and Requirements
Expected Deliverables
Pre Festival Content

Meet the Winner interview which involves a Facebook Post / Twitter Posts / Google +
Post / Blog Post / Imagery

Date: End of June.
Winner must submit content, based on a number of questions which will be sent by
Generator
Festival Content
The winner will be expected to deliver the following content from each festival attended:
•
2 tweets per day per festival
•
2 instagram posts per day per festival
•
1 facebook posts at the end of each festival (with imagery)
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•
Wrap Up for Generator Blog at the end of each festival, submitted by Tuesday, at the
end of each festival
Brief will be provided on the type of photography and write up required The winner will
also be expected to do a full wrap up at the end of all festival tours
This agreement has been entered into on the date stated at the beginning of it.
Signed by [NAME OF DIRECTOR]
for and on behalf of Generator Hostels Limited
Signed by [
………………………………………
Director
]
......................................................
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