In this Agreement the following words and expressions shall have the following meanings unless the context requires otherwise:<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n"Board" means the board of trustees of the Organisation from time to time (including any committee of the board duly appointed by it);<\/p>\n
"Confidential Information" means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Organisation for the time being confidential or commercially sensitive to the Organisation and trade secrets including, without limitation, technical data and know-how relating to the business of the Organisation or any of its or their business contacts or any information in respect of which the Organisation owes an obligation of confidence to a third party, including in particular (by way of illustration only and without limitation) any information, research, conversations, activity, ideas or strategy relating to political relationships, lobbying or campaigning undertaken, communicated, involved with, for or on behalf of the Organisation;<\/p>\n
"Engagement" means the engagement of the Contractor by the Organisation on the terms of this Agreement;<\/p>\n
" Tax Liabilities" means all liabilities to deduct and account for income tax under the PAYE system and\/or primary National Insurance or similar contributions arising in consequence of payments made and\/or benefits provided in connection with the Services together with any penalty, fine, interest, expense, cost or charge incurred or payable by the Organisation in connection with such liabilities (but for the avoidance of doubt shall not include any VAT payable on the fee referred to in clause 4.1);<\/p>\n
"Intellectual Property Rights" means all intellectual property rights including without limitation all existing and future copyright, design rights, registered designs, trade marks, patents, domain names and database rights whether or not such rights are registered and including applications for any of these and the right to apply for any such rights in any part of the world for the full term and any renewals and extensions of such rights;<\/p>\n
"Invention" means any invention, idea, discovery, know-how, method, concept, technique, process, development, improvement or innovation made by the Contractor in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium;<\/p>\n
"Services" refers to the specified works detailed in Schedule 1 of this Agreement;<\/p>\n
"Termination Date" means the date of termination of this Agreement howsoever arising; and<\/p>\n
"Works" means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements and software programs and all materials embodying them and\/or any Invention in whatever form, including but not limited to hard copy and electronic form, prepared by the Contractor in connection with the provision of the Services.<\/p>\n
<\/p>\n
Engagement<\/h3>\n
<\/p>\n
\n- \n
\n- \n
\n- \n
\n- The Organisation shall engage the Contractor and the Contractor shall provide digital marketing support for the [INSERT CAMPAIGN \/ PROJECT] campaign and training ("Services").<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- The Organisation and the Contractor may agree to extend the termination date of this Agreement at any time, providing both parties agree in writing and attach said agreement to this Agreement.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- The Engagement shall be deemed to have commenced on [INSERT DATE] and shall continue unless and until terminated:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- as provided by the terms of this Agreement; or<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- by either party giving to the other not less two weeks prior written notice.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
Duties<\/h3>\n
<\/p>\n
\n- \n
\n- \n
\n- \n
\n- During the Engagement the Contractor shall:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- provide the Services in an expert and diligent manner with all due care, skill and ability and use his\/her best endeavours to promote the interests of the Organisation;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- unless prevented by ill health or accident, devote at least 10 days to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; and<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- promptly give to the Board all such information and reports as it may reasonably require in connection with the provision of the Services.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- If the Contractor is unable to provide the Services for any reason he\/she shall advise the Organisation of that fact as soon as reasonably practicable. \u00a0No fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Unless he\/she has been specifically authorised to do so by the Organisation in writing, the Contractor shall not:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- have any authority to incur any expenditure in the name of or for the account of the Organisation; or<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- hold himself out as having authority to bind the Organisation.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
Fees<\/h3>\n
<\/p>\n
\n- \n
\n- \n
\n- \n
\n- On the last working day of each calendar month ("Month"), the Contractor shall submit an invoice detailing the hours which he\/she has worked, the Service provided and the fee payable (plus VAT, if applicable) for the previous month. \u00a0The Organisation shall within 30 days of receipt of an invoice pay to the Contractor a fee of \u00a3[INSERT FEE]\/ day exclusive of Value Added Tax (if applicable), such fee to be payable by bank transfer monthly in arrears.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- The Organisation shall be entitled to deduct from the fees (and any other sums) due to the Contractor any sums that the Contractor may owe to the Organisation at any time.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
Expenses<\/h3>\n
<\/p>\n
\n- \n
\n- \n
\n- The Contractor shall bear his\/her own expenses unless agreed in advance in writing with the Organisation.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
Other Activities<\/h3>\n
<\/p>\n
\n- \n
\n- \n
\n- Nothing in this Agreement shall prevent the Contractor from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- such activity does not cause a breach of any of the Contractor\u2019s obligations under this Agreement; and<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- the Contractor shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of the Organisation without the prior written consent of the Organisation.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
Confidential Information<\/h3>\n
<\/p>\n
\n- \n
\n- \n
\n- \n
\n- The Contractor acknowledges that in the course of the Engagement he\/she will have access to Confidential Information. \u00a0The Contractor has therefore agreed to accept the restrictions in this clause 7.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- The Contractor shall not (except in the proper course of her\/his duties) either during the Engagement or at any time after the Termination Date, use or disclose to any person, firm or company (and shall use his\/her best endeavours to prevent the use, publication or disclosure of) any Confidential Information. \u00a0This restriction does not apply to:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- any use or disclosure authorised by the Organisation or required by law; or<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- any information which is already in, or comes into, the public domain otherwise than through the Contractor’s unauthorised disclosure.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- All documents, manuals, hardware and software provided for the Contractor’s use by the Organisation, and any data or documents (including copies) produced, maintained or stored on the Organisation’s computer systems or other electronic equipment (including mobile phones provided by the Organisation), remain the property of the Organisation.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- The Contractor undertakes that he\/she will not directly or indirectly make, publish or otherwise communicate any statement whatsoever, whether in writing or otherwise, which may have the effect of damaging or lowering the business interests and\/or the reputation of the Organisation or any of the Organisation’s clients, customers, guests or visitors and\/or which may be disparaging or derogatory to the Organisation or any of its clients, customers, guests or visitors.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- The provisions of this clause 7 shall survive termination of this Agreement howsoever caused.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
Data Protection<\/h3>\n
<\/p>\n
\n- \n
\n- \n
\n- \n
\n- The Contractor consents to the Organisation and its duly authorised agents and employees holding and processing both electronically and manually the data (including personal sensitive data and information contained in email, email attachments and other forms of electronic communication) it collects, stores or processes that relates to the Contractor, for the purposes of the administration and management of its contractors and its business and for compliance with applicable procedures, laws and regulations. \u00a0<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- To ensure regulatory compliance and for the protection of its workers, contractors, clients\/customers and business, the Organisation reserves the right to monitor, intercept, review and access any communication facilities provided by the Organisation that the Contractor may use during the Engagement. \u00a0The Organisation will use this right of access reasonably but it is important that the Contractor is aware that communications and activities on the equipment or premises of the Organisation cannot be presumed to be private.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- The Contractor agrees to:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- abide by the terms of the Organisation’s email, communications and the Data Protection Act policy from time to time in force and attend any training in relation thereto<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- to process the Personal Data in accordance with the Data Protection Legislation and this Agreement<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- without prejudice to 8.3.2 that its processing of Personal Data under this Agreement shall at all times comply with the "Seventh Principle" set out in Part 1 of Schedule to the DPA (which provides that appropriate technical and organisational measures shall be taken against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data)<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- to perform the obligations under this Agreement with reasonable skill and care<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- Without limiting the generality of the foregoing to the extent that the Organisation acts as data processor on behalf of the Organisation in respect of any of the Purposes, the Contractor further represents warrants and undertakes:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- to process the Personal Data only on behalf of the Organisation, only for the purposes of performing this Agreement and only in accordance with written instructions contained in this Agreement or received from the Organisation from time to time;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- not otherwise disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by the Organisation without prejudice to clause 8.4.3.1 below;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- that the Contractor shall promptly notify the Organisation about:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- any accidental or unauthorised access to the Data: and<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- any request received directly from the data subjects or the ICO without responding to that request, unless the Organisation has been otherwise authorised to do so;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- not do or omit to do or permit anything to be done which might cause the Organisation in any way to be in breach of the Data Protection Legislation;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- not to process the Personal Data in or transfer it to any country outside the European Economic Area without the prior written consent of the Organisation; and<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- the Parties agree to cooperate in good faith in resolving any other issues necessary to achieve the objective of both Parties’ compliance with the Data Protection Legislation.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
Intellectual Property<\/h3>\n
<\/p>\n
\n- \n
\n- \n
\n- \n
\n- The Contractor hereby irrevocably assigns to the Organisation (by way of present assignment of present and future rights) with full title guarantee absolutely and free from all encumbrances all right, title and interest in and to any and all Intellectual Property Rights in or relating to any and all Works and Inventions and all materials embodying such rights to the fullest extent permitted by law together with all accrued rights of action in respect of any infringement of such rights. \u00a0Insofar as they do not so vest automatically by operation of law or under this Agreement, the Contractor holds legal title in such rights and inventions on trust for the Organisation.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- The Contractor undertakes to the Organisation:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- to notify to the Organisation in writing full details of any Works and Inventions promptly on their creation;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- to keep confidential details of all Inventions;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- whenever requested to do so by the Organisation and in any event on the termination of the Engagement, promptly to deliver to the Organisation all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and Inventions and the process of their creation which are in his\/her possession, custody or control;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Organisation; and<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- to execute all documents, make all applications, give all assistance and do all acts and things, at the request and expense of the Organisation at any time either during or after the Engagement, as may, in the opinion of the Organisation [or Board], be necessary or desirable to vest the Intellectual Property Rights in or relating to any Works and Inventions in, and to register them in, the name of the Organisation and to defend the Organisation against any claim that any Work or Invention infringes third party rights and otherwise to protect and maintain the Intellectual Property Rights in or relating to the Works and Inventions.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- The Contractor warrants to the Organisation that:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- he\/she has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works or Inventions;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- he\/she is unaware of any use by any third party of any of the Works or Inventions or Intellectual Property Rights in the Works or Inventions; and<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- the use of the Works or Inventions or the Intellectual Property Rights in the Works or Inventions by the Organisation will not infringe the rights of any third party.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- In respect of works in any medium whatsoever in which copyright or any other rights may subsist and:\n
<\/p>\n
<\/p>\n
<\/p>\n
\n- \n
\n- which are used by the Contractor in connection with the provision of the Services;<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- which are not Works or Inventions; and<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- which were created by the Contractor or which the Contractor is entitled to use in connection with the provision of the Services<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n- \n
\n- the Contractor hereby grants to the Organisation an irrevocable and transferable right in perpetuity to use, distribute, reproduce, sub-licence and otherwise exploit such works in any manner and in all media now known or subsequently invented throughout the world and to authorise others to do so (without any remuneration to the Contractor, qualification or restriction) in connection with the use and exploitation of any product of the provision of the Services. \u00a0The Contractor hereby grants to the Organisation the unlimited right to edit, alter, add to, take from, adapt or translate all the works referred to in this clause In respect of works in any medium whatsoever in which copyright or any other rights may subsist and: and to authorise others to do so.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n
<\/p>\n
\n