Contractor Agreement

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  • Freelancer Contract and Agreement



    PARTIES AND ASSIGNMENT
    This agreement (the “Agreement”) is made and entered into as this date (the “Effective Date”) by Clearhead Ltd and between Clearhead Ltd and contractor named above. Clearhead Ltd. (Clearhead Ltd, hereafter referred to as “Client”), having a place of business at Hat Works, 2nd Floor, 47 Guildford St, Luton LU1 2NJ.

    This contract states that the freelancer is hereafter referred to as “Employee”. The contract is in regards to professional Employee creative services to be performed for this project and all future projects with the Client.

    
In consideration of the mutual covenants made herein, the parties agree as follows:



    WORK
    Employee agrees to produce the agreed work (the “Work”) at the request of the Client for fees agreed upon in advance and turn in or deliver the Work by an agreed upon deadline or to an agreed schedule.

    Employee agrees that Client will be the sole author of the Work, which will be original work by Employee, free of plagiarism. Employee agrees to use reasonable care to ensure that all facts and statements in the Work are true and that the Work does not infringe upon any copyright, right of privacy, proprietary right, right of publicity or any other right of a third party.

    
Employee agrees that Client has the right to edit the Work as it deems appropriate for publication and that Employee will cooperate with Client in editing and otherwise reviewing the Work prior to publication. Employee will cooperate with Client if any complaints, claims or litigation should arise regarding the Work.

    
Employee also agrees to provide all working files to the Client once the project has been completed.



    CONFIDENTIALITY
    Employee acknowledges that he/she may be furnished or may otherwise receive or have access to information which relates to the Client’s past, present or future products, vendor lists, creative works, marketing strategies, pending projects and proposals, and other proprietary information which gives the Client an opportunity to acquire an advantage over its competitors who do not know or use it (the “Proprietary Information”). If shooting for a film project, the Employee must ensure that all footage is backed up for a period of at least 1 month after shooting concludes. For other projects, the Employee agrees to keep backups for at least 1 month after the working files have been provided to the Client.

    
Employee agrees to preserve and protect the confidentiality of the Proprietary Information and all physical forms thereof, whether disclosed to Employee before this Agreement is signed or afterward. In addition, Employee shall not disclose or disseminate the Proprietary Information to any third party and shall not use the Proprietary Information for his or her own benefit or for the benefit of any third party.

    
Without limiting the generality of the foregoing, Employee shall be prohibited from discussing the Client or the Work with a representative of the press or media, either directly or indirectly, without the Client’s express prior written approval. This includes any contact directly with clients before, during or after.



    PAYMENT AND COLLECTION
    The Employee agrees to a 60 day lead time from the date they submit their invoice. The Employee is able invoice any time from the date they shoot their last day of footage or upon the completion and submission of the work for any other creative project. In the very rare circumstance that a payment will need to be delayed, it will be communicated to the Employee at least 2 weeks prior to the payment date and an updated schedule will be supplied.

    
The payment will be made on the nearest Friday before the 60 day lead time and very occasionally the Friday afterwards.

    
The Client will send a receipt of payment in the form of an e-mail when a payment has been made.

    
All invoices must to be submitted to invoices@weareclearhead.com
    
The parties agree that the only venue for any suit brought by either of them with respect to the services sold hereunder shall be in the Luton Crown Court.



    COPYRIGHT
    Client owns sole copyright to all ideas produced. The Employee must seek written approval from the Client to use any instance of the Work in their own portfolio. This covers before, during and after your contracted time with the Client.

    
If it is found that the Employee has used any material without permission, they may be asked to remove it and risk being threatened with court action.



    CLIENT APPROVAL
    The Client is responsible for all written approval of the Work required for the completion of the Work.

    
Upon acceptance of the Work, the Client accepts responsibility for any further processes in which this work is used.



    CANCELLATION
    Gross misconduct, such as violence against any other member of the team, using Client resource for personal benefit without permission, speaking to any of the Client’s rival companies about personal work or conspiring against Client in any manner, will result in the immediate termination of the contract.



    CAST
    I irrevocably and with full title guaranty assign to the Organiser all rights now or hereafter existing in the products of my services in relation to the film and agree that the Organiser shall have the sole right to deal with the Film containing such contribution or any part of it in any way that he/she thinks fit. I agree that the Film/Photos incorporating my contribution or any part of it may be exhibited or otherwise however exploited in all media and formats now and hereafter created throughout the universe for the full period of copyright and in perpetuity

    I waive any so-called "moral rights of authors" in the Film/Photos and such rights under section 77 and section 80 of the Copyright Designs and Patents Act 1988 (“Act”) as I now have or hereafter acquire in relation to the Film. I irrevocably grant the Organiser all consents under Part 11 of the Act in perpetuity.

    The Organiser may without my further consent use my name, likeness, biography photographs and recordings of interviews with me in exploiting, advertising and publicising the Film/Photos in all media and formats throughout the world now or hereafter created.

    The Organiser and its assignees and/or licencees shall not be liable to me or my legal representatives for any loss or damage or injury to me or my property caused or suffered in connection with the Organiser's making of the Film/Photos unless caused by the negligence of the Organiser and recoverable on that ground and in the event of any breach by the Organiser I agree that I will not be entitled to injunct the Film/Photos.

    I agree that the contribution shall not contain anything which is an infringement of copyright or which is calculated to bring Clearhead into disrepute or which is defamatory provided however that the Organiser shall not be entitled to bring any claim against me in respect of any defamatory material that was included in my contribution without negligence or malice on my part.

    I confirm that the terms of this agreement have been explained to me and that I understand them. This agreement is the entire agreement between me and the Organiser relating to the Film/Photos and is governed by the laws of England and Wales.

    I hereby grant the Organiser, its affiliates, licensees, successors and assigns the irrevocable right, in perpetuity, to use the footage taken of me in connection with the production, distribution an exploitation of the Film/Photos to edit, delete, alter and amend the Footage in any manner and to juxtapose the Footage with any other material. This grant of rights includes the right to use my image, voice and all instrumental, musical or other sound effects produced by me contained in the Footage without restriction of any kind or nature whatsoever.



    INVOICING
    Please be aware in order to allow us to process your payments as quickly and efficiently as possible, you will need to include the following details on your invoice. If you do not submit the correct information on your invoice, we will not be able to process it.

    
1. Freelancer Full Name & Address (business name & address if applicable) (This must be the same name that is used for your bank account).

    
2. Clearhead Address - Hat Works, 2nd Floor, 47 Guildford St, Luton LU1 2NJ.

    
3. Invoice Number.

    
4. Issue Date.

    
5. UTR - Your Unique Taxpayer Reference number.

    
6. Job Details - i.e. project code, name of project/shoot, type of work carried out i.e actor, animator, day rate, over number of days, etc.

    
7. Expenses - if pre-approved should be individual item lines & specify type of expense (if travel expenses have been agreed, you will need to provide records/proof i.e. receipts, etc) they need to be reasonable expenses.

    
8. VAT - if you are or work for a VAT registered company you must state this if asked for a quote, you must include the VAT registration number.

    
9. Due date - 60 days from receipt from invoice once your work has been submitted / completed.

    
10. Bank Details - must contain full account info - account name, etc of bank account you want to be paid into.

    
11. Invoices & records of receipts/mileage need to be emailed to invoices@weareclearhead.com
  • Signed by Clearhead

  • Clearhead agrees to the terms outlined in this contract.