HER TALENT  TERMS & CONDITIONS

CONTENTS

• DEFINITIONS AND INTERPRETATION
• TERM
• SERVICES
• FEES
• OTHER ACTIVITIES
• NO EMPLOYMENT OR AGENCY
• INDEMNITIES
• LIABILITY AND INSURANCE
• RESTRAINT ON ACTIVITIES
• CONFIDENTIAL INFORMATION
• DATA PROTECTION
• INTELLECTUAL PROPERTY
• BRIBERY AND CORRUPTION
• TERMINATION
• OBLIGATIONS UPON TERMINATION
• ENTIRE AGREEMENT
• NOTICES
• THIRD-PARTY RIGHTS
• JURISDICTION
• SERVICES

BACKGROUND

IT IS AGREED:

DEFINITIONS AND INTERPRETATION

In this agreement:

The following terms have the following meanings:

“Company IPR” means:

• any and all Intellectual Property in the Works;
• any and all Intellectual Property in the Formats;
• any and all business names, trade marks or trade or brand names or get-up identifying or used in the Programme (for the avoidance of doubt, including the Programme Title; but excluding the Consultant’s personal name); and
• any and all other Intellectual Property owned by or licensed (other than pursuant to this agreement) to the Company from time to time;

“Confidential Information” means:

• all information disclosed (whether in writing, orally or by any other means and whether directly or indirectly) by or on behalf of any Group Company to the Consultancy Company or the Consultant (or any Substitute) pursuant to or in connection with this agreement or the Programme, whether before or after the date of this agreement; and
• all information comprised in the Works, in each case, including any information relating to any Group Company’s products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, market opportunities and business affairs (including any information comprised in or concerning the Formats);

“Consultant” means the talent

“Formats” means any and all formats and concepts used or proposed to be used in the Programme or social channels (whether generally, as a one off or repeating segment, as a particular episode, or otherwise howsoever);

“Group” means the Company and all companies which are for the time being either a Holding Company or a Subsidiary of either the Company or any such Holding Company;

“Group Company” means any company within the Group;

“Programme” means the content to be distributed inter alia through the channels of the Company, including its JOE Media channels, and shall also be distributed through the programme sponsor’s channels;

“Programme Title” means the name of the project and any additional or replacement title adopted as the title or subtitle of the Programme or any episode of the Programme;

“Quarter” means each quarterly period of three calendar months commencing on 1 January, 1 April, 1 July and 1 October in any year;

“Services” means the services of the Consultant as a guest of the Programme for the Contract term, to be provided by the Consultancy Company to the Company in accordance with this agreement as described

in the Principal Terms agreement;

“Subsidiary” and “Holding Company” have been defined by section 1159 of the Companies Act 2006 (or any statutory modification or re-enactment of that Act) but for the purposes of section 1159(1) Companies Act 2006 a company shall be treated as a member of another company if any shares in that other company are registered in the name of (i) a person by way of security (where the company has provided the security); or (ii) a person as nominee for the company”; and

“Works” means any and all materials, creations, works, prototypes, plans, models, theories (scientific or otherwise), developments, processes, technical or business information, copyright works (including,

without limitation, any computer program), performers’ property rights (including pursuant to Part II of the Copyright, Designs and Patents Act 1988), programme formats and concepts, domain names, business names, trade marks or trade or brand names or get-up, discoveries, business or mathematical schemes rules or methods, techniques, know-how, show-how, data, results, analyses, evaluations, research methodologies, inventions (whether patentable or not), improvements, designs (whether registrable or otherwise), formulae, databases, customer client or supplier lists, contractual arrangements, market opportunities, plans or intentions, trade secrets or forecasts, in each case made, created, devised,

developed or discovered by or on behalf of the Consultancy Company or the Consultant or any Substitute (either alone or with any other person) in the course of or in connection with the provision of the Services or otherwise for the purposes of the Programme.

• In this agreement (unless the context requires otherwise):

• the words “including”, “include”, “for example”, “in particular” and words of similar effect do not

limit the general effect of the words which precede them;

• words importing persons include natural persons, bodies corporate, unincorporated associations and partnerships (whether or not any of them have separate legal personality);
• words importing the singular include the plural and vice versa;
• words importing any gender include any other gender;
• references to clauses and schedules are unless otherwise stated to clauses of and schedules to this agreement;
• the headings to the clauses are for convenience only and shall not affect the construction or interpretation of this agreement; and
• references to any legislation shall be construed as references to legislation as from time to time amended, re-enacted or consolidated.

• Save as otherwise defined words and expressions shall be construed in accordance with the Interpretation Act 1978.
• The Company accepts the benefits in this agreement on its own behalf and on behalf of all Group Companies. The Company shall be entitled to assign its rights and those of other Group Companies in connection with this agreement to any other Group Company at any time with immediate effect on giving written notice to the Consultancy Company.

TERM

• This agreement shall commence on the “Commencement Date” stated in the Principal Terms Agreement and if not for a fixed term, shall be continue until terminated by no less than 2 weeks written notice given by either the Company or the Consultancy Company.
• Upon the earlier of the dates specified in clause 2.1, this agreement shall cease to have any effect (save as regards clauses 6, 7, 8, 10 and 12) and the Company shall have no obligation to provide any further work to the Consultancy Company and the Consultancy Company shall have no obligation to provide any further services to the Company.

SERVICES

• The Company hereby engages the Consultancy Company and the Consultancy Company hereby agrees, subject to clause 3.4, to make available to the Company the Consultant to provide the Services on the terms and conditions of this agreement.
• During the term of this agreement (“Term”) the Consultancy Company shall provide the Services to the Company and such other services consistent with the Services as the Company shall from time to time require of the Consultancy Company. The specific Services to be provided are set out in the Principal Terms agreement.
• The Consultancy Company warrants that the Consultant satisfies the necessary immigration requirements of, and is entitled to work in, the Republic of Ireland and will notify the Company immediately if the Consultant ceases to be so entitled during the Term.
• As at the date of entry into this agreement, the intention is for the Consultancy Company to provide the Services through its employee, the Consultant. However, the Consultancy Company may if the Consultant is unable to provide the Servicesfor any reason provide the Services through another person engaged by the Consultancy Company (“Substitute”) provided that the Substitute satisfies the necessary immigration requirements of, and is

entitled to work in, the IE, is suitably qualified and has the appropriate skills and experience and the Consultancy Company shall inform the Company of the identity and qualification of any Substitute which the Consultancy Company proposes to use to provide the Services. The Company may at its absolute discretion determine whether to accept such Substitute to provide the Services.

• The particular days on which the Services are to be provided will be mutually agreed between the parties although it is expected that the days will be spread evenly throughout each year. The Services shall be provided at such places as are necessary for the proper performance of the Services.
• The time commitment referred to in clause 3.5 and the Fee referred to in clause 4.1 shall be reviewed by the Company on an quarterly basis, although there shall be no obligation for the Company to increase the Fee at any time.
• The Consultancy Company shall procure that when providing the Services, the Consultant, or any Substitute, shall provide the Services with all due care, skill and ability and shall promptly give the Company all such information and reports as the Company may reasonably require in connection with the provision of the Services.
• The Consultancy Company shall, and shall procure that the Consultant shall:

• perform the Services conscientiously and in a competent manner and to the full limit of the Consultant’s skill and ability including preparing the Consultant for the production and filming or recording of the Programme as necessary and informing the Consultant on the subject matter of the Programme sufficiently so that it is able to show appropriate knowledge when carrying out the Services;
• perform the Services in willing cooperation with such persons as the Company may require,;
• familiarise the Consultant with all rules and regulations for the time being in force at all places where the Programme is filmed or recorded, and with the Ofcom Broadcasting Codes (or equivalent) relating to production and broadcasting for the time being in force and comply with all such rules and regulations in the provision of the Services;
• during the Term and, if later than the expiry of the Term, until the date of the first broadcast of the last episode of the Contract Season, not engage in any conduct that may bring any Group Company, the Programme or the relevant broadcaster into disrepute. For the avoidance of doubt, the conduct referred to is primarily (but not exclusively) intended to cover off-field activities; and

• not without the Company’s prior written approval, enter into any arrangement to present any other in any podcast or vodcast distributed by a digital/social publisher which is similar in style, format or content to the Programme during the Term.

9. The Consultancy Company acknowledges and agrees that:

• the Company shall have absolute discretion over the editorial content of the Programme and the Consultant’s performance in it, subject to the Consultant Company having the right to object (within 24 hours of recording having taken place) to any comments or participation by the Consultant or Substitute which it subsequently considers to have been accidentally inappropriate for distribution.
• the Company may edit, copy, alter, add to, take from and adapt the Programme. and confirms that the Consultant has given (and undertakes that it will procure from any Substitute) written acknowledgments and agreements in equivalent terms to the Consultancy Company.

The Consultancy Company shall, and shall procure that the Consultant, or any Substitute, shall, agree to observe and comply with the Company’s rules, regulations and policies (including without limitation its policies on equal opportunities, harassment and bullying and health and safety) and any relevant legislation affecting or relating to the business of the Company.

The Consultancy Company may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that the Company will not be liable to bear the cost of such functions.

FEES

• In consideration of the Consultancy Company providing the Services in accordance with clause 3, the Company agrees to pay the Consultancy Company via the Agent a fee at the rate stated in the Principal Terms Agreement for the Consultant’s services exclusive of value added tax (if applicable) (“Fee”).
• The Fee shall accrue from day to day (business days only to be included) during the month in which the Services are provided and be payable at the end of the month by way of bank transfer. Payment of the Fee shall only be made on production of an appropriate invoice for this purpose (to include value added tax where necessary) by the Agent and not otherwise and shall be made within 60 days of production of the invoice. Invoices should be marked for the attention of [email protected]. The fee shall be split into monthly separate invoices.

• The Company shall reimburse the Consultancy Company/ Agent (on production of such receipts or other evidence as the Company may require) the amount of any out-of-pocket expenses properly incurred in the provision of the Services under this agreement.

• The Company shall be entitled to deduct from the Fees and the royalties any sums that the Consultancy Company (or the Consultant or any Substitute) may owe to the Company or any Group company at any time. If the Consultancy Company is unable to provide the Services for any reason, it shall not be entitled to receive any fees in respect of the period of such inability.

OTHER ACTIVITIES

Nothing in this agreement shall prevent the Consultancy Company or the Consultant or any Substitute from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during

the Term, provided that:

• such activity does not cause a breach of any of the Consultancy Company’s or the Consultant’s or any Substitute’s obligations under this agreement; and;

NO EMPLOYMENT OR AGENCY

• Nothing contained in this agreement shall be construed or have effect as constituting any relationship of employer and employee between the Company or any Group company and the Consultant or the Company or any Group company and any Substitute.
• Nothing in this agreement shall constitute the Consultancy Company or the Consultant or any Substitute acting as an agent of the Company or any Group company. The Consultancy Company and the Consultant and/or any Substitute shall not have any right or power whatsoever to contract on behalf of the Company or any Group company or bind the Company or any Group company in any way in relation to third parties unless specifically authorised to do so by the Company and shall not hold themselves out as having any such authority.
• Nothing contained in this agreement shall constitute a partnership or joint venture between the Company or any Group company and the Consultancy Company or between the Company or any Group company and the Consultant and/or any Substitute.

INDEMNITIES

• This agreement constitutes a contract for the provision of services and not a contract of employment. Accordingly, the Consultancy Company shall be fully responsible for the payment of all remuneration payable to and any benefits provided for the Consultant and/or any Substitute under his or her contract of employment or otherwise, including any National Insurance, income tax and any other form of taxation or social security cost in respect of his or her remuneration or benefits. The Consultancy Company shall indemnify and keep indemnified the Company and any Group Company against any liability, loss, damage, cost, claim or expense the Company or Group Company suffers or incurs as a result of any claims against the Company for such sums and other claims arising out of the Consultant and/or any Substitute being found to be an employee of the Company or any Group Company (including, without limitation, any claims against the Company or any Group Company for any National Insurance, income tax and other contributions required by law to be paid in respect of any payments made to the Consultancy Company under this agreement).
• Without prejudice to the indemnity in clause 7.1, if, for any reason, the Company or any Group company shall become liable to pay, or shall pay, any such taxes or other payments as referred to in clause 7.1, the Company shall be entitled to deduct from any amounts payable to the Consultancy Company all amounts so paid or required to be paid by the Company and, to the extent that any amount of taxes paid or required to be paid by the Company shall exceed the amounts payable by the Company to the Consultancy Company, the Consultancy Company shall indemnify the Company in respect of such liability and shall, upon demand, forthwith reimburse the Company such excess.

LIABILITY AND INSURANCE

• The Consultancy Company shall indemnify and keep indemnified the Company and any Group company against any liability, loss, damage, cost, claim or expense the Company suffers or incurs in respect of the Consultancy Company’s performance (or non-performance) of the Services including in respect of, but not restricted to, any act, neglect or default of the Consultancy Company, the Consultant, any Substitute or other person authorised by the Consultancy Company to act on its behalf.
• The Consultancy Company shall have liability for any loss, liability or costs (including reasonable legal costs) incurred by the Company or any Group Company in connection with the provision by the Consultancy Company via the Consultant or Substitute of the Services. The Consultancy Company shall, accordingly, take out and maintain, at its own cost, a full and comprehensive policy of insurance with a reputable insurance company providing a reasonable minimum cover (such amount to be determined by the Company acting in good faith)to cover the Consultancy Company’s (and the Consultant’s and any Substitute’s) liability in respect of any act or default for which the Consultancy Company may become liable to indemnify the Company or any Group Company under the terms of this agreement (including, but not limited to third party employer’s and professional liability insurance). The Consultancy Company shall increase such cover [annually] by [the rate of increase in the Retail Prices Index in the preceding 12 months]. The Consultancy Company shall notify the insurers of the Company’s interest in the insurance and ensure the Company is recorded on the policy. The Consultancy Company shall supply the Company with copies of current certificates of insurance for the period of this agreement.

RESTRAINT ON ACTIVITIES

• The Consultancy Company shall not assign this agreement to any person without the prior written consent of the Company
• The Consultancy Company undertakes and shall procure that the Consultant and/or any Substitute actually used under this contract shall undertake that they shall not, at any time after the termination of this agreement for whatever reason, represent themselves as being in any way connected with the business or activities of the Company or any Group company.

CONFIDENTIAL INFORMATION

• During the Term and after the expiry or termination of this agreement (howsoever arising), the Consultancy Company shall (and shall procure that the Consultant and any Substitute shall):

• not use any of the Confidential Information for a purpose other than the performance of this agreement, except with the prior written consent of the Company;
• not disclose any of the Confidential Information to any person except with the prior written consent of the Company or in accordance with clause 10.3;
• make every effort to prevent the unauthorised use or disclosure of the Confidential Information; and
• exercise the same standard of care as it would exercise in relation to its own confidential information (but in no event less than a reasonable standard of care) to protect and preserve the proprietary and confidential nature of the Party’s Confidential Information.

• The Consultancy Company (and the Consultant and any Substitute) may disclose the Confidential Information to any of its directors, other officers, employees and professional advisers (in each case, a “Recipient”) to the extent that such disclosure is reasonably necessary for the purposes of this agreement provided that, before disclosure of any such Confidential Information to a Recipient, the Consultancy Company shall ensure that such Recipient is made aware of and complies with the obligations of confidentiality under this agreement as if the Recipient was a party to this agreement. The Consultancy Company shall be responsible for any noncompliance by any Recipients.

• Upon the expiry or termination of this Agreement (howsoever arising), the Consultancy Company shall (and shall procure that the Consultant and any Substitute shall) use its reasonable endeavours to:

• return or destroy all documents and material incorporating any of the Confidential Information; and
• permanently expunge all Confidential Information from any computer, word processor or other similar device and any electronic storage media or other storage media into which it was programmed, save that the Consultancy Company may retain such copies of the Confidential Information as may be necessary for archives or for any legal, regulatory or tax purposes.

• This clause 9 does not apply to Confidential Information to the extent that it:

• is at the date of this agreement or becomes at any time after that date publicly known other than by breach of this agreement by the Consultancy Company (or as a result of the unauthorised actions of the Consultant or any Substitute or a Recipient);
• except in respect of the Works, can be shown by the Consultancy Company to the Company’s satisfaction to have been known by the Consultancy Company (or the Consultant or any Substitute) before disclosure by or on behalf of the Company to the Consultancy Company (or, as applicable, the Consultant or Substitute) and free of any restrictions as to its use or disclosure;
• is or becomes available to the Consultancy Company (or the Consultant or any Substitute) otherwise than pursuant to this agreement and free of any restrictions as to its use or disclosure; or
• is required to be disclosed by law (provided that, if the Consultancy Company, or the Consultant or any Substitute is required to make any such disclosure of the Confidential Information, where possible, it gives reasonable advance notice to the Company of such disclosure requirement and cooperates with the Company and uses commercially reasonable endeavours to secure confidential treatment of such information prior to its disclosure).

• Without prejudice to any other rights and remedies the Company may have, the Consultancy Company agrees that:

• the Confidential Information is valuable and that damages may not be an adequate remedy for any breach of this clause 10; and
• the Company shall be entitled without proof of special damage to the remedies of an injunction or other equitable relief including damages for any actual or threatened breach of this clause 10.

PROTECTION

• In this clause Privacy Notice  means a notice (or notices) providing  information under Articles 13 and 14 of the General Data Protection Regulation together with any applicable local data protection laws regarding the processing of the personal data of the Consultant and any Substitute in connection with this agreement and the provision of the Services.
• The Company will process the personal data of the Consultant and any Substitute as set out in the Privacy Notice and in any documents referred to in that Privacy Notice. The Consultancy Company acknowledges receipt of the Privacy Notice and confirms that both it and the Consultant have read and understood it and that it will also be read and understood by any Substitute. The Privacy Notice may be amended from time to time by the Company and is available for review by the Consultancy Company, the Consultant and any Substitute from time to time at the offices of the Company in Dublin.
• The Consultancy Company shall, and shall procure that the Consultant and any Substitute shall, keep the Company informed of any changes to any personal data relating to the Consultant or any Substitute which has been provided by the Consultancy Company, the Consultant or any Substitute to the Company or a Group Company.
• The Consultancy Company acknowledges that during the provision of the Services, the Consultant and any Substitute may have access to personal data relating to employees, other individuals that work for the Company or Group Companies, customers or contacts at customers and suppliers or contacts at suppliers. The Consultancy Company shall, and shall procure that the Consultant and any Substitute shall, keep personal data confidential and not use or disclose it other than as necessary and appropriate for the proper performance of the Services. The Consultancy Company,Consultant and any Substitute must comply with all data protection policies and procedures in operation by the Company or Group Companies from time to time relating to the processing of personal data.

PROPERTY

• The Consultancy Company hereby assigns, and (to the extent not assignable by the Consultancy Company) will procure that the Consultant and any Substitute will assign, (in each case including by way of present assignment of future rights) to the Company (or such other Group Company as the Company may nominate from time to time), absolutely and with full title guarantee, all such right, title and interest as any of them holds (whether now or in the future) in:

 

• the Company IPR;
• the right (where available) to apply for and have registered in its own name the Company IPR; and
• the right (where available) to claim priority from the Company IPR; and
• the right to bring proceedings against any third party in respect of infringement of any of the Company IPR whether committed before or after the date of such assignment, including the right to claim damages or such other relief as may be available in respect of such infringement.

• Insofar as and for so long as any Company IPR does not vest in the Company (or its nominee) automatically by operation of law or under this agreement, the Consultancy Company holds, and will procure that the Consultant and/or Substitute (as applicable in each case) holds, legal title in such Company IPR on trust for the Company (or its nominee), and hereby grants to the Company a worldwide, perpetual, irrevocable, exclusive, fully paid up and royalty free licence to use and exploit such Company IPR.
• The Consultancy Company warrants to the Company that it has obtained from the Consultant a valid written assignment of all existing and future Company IPR of which the Consultant is the first owner and of all materials embodying such rights and a written irrevocable waiver of all the Consultant’s moral rights and performers’ non-property rights (whether arising under Parts I or II of the Copyright, Designs and Patens Act 1988, or any similar laws of any jurisdiction) in the Works, to the fullest extent permissible by law. The Consultancy Company warrant to the Company that it has provided to the Company a full, accurate and not misleading copy of such assignment before the date of this agreement. In the event that any Substitute is appointed, the Consultancy Company shall, prior to the date on which such appointment becomes effective, obtain such an assignment and waiver from such Substitute and provide a copy of such assignment and waiver to the Company.

• The Consultancy Company undertakes to the Company that it will:

• notify the Company in writing full details of all Works promptly on their creation, devising, development or discovery;
• whenever requested to do so by the Company and in any event on the termination of this agreement, promptly deliver to the Company 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 the process of their creation, devising, development or discovery which are in its possession, custody or power;
• not apply for, or apply for registration of, any Company IPR unless requested to do so by the Company;
• apply, or join with or assist the Company (or its nominee) in applying for, or applying for registration of, Company IPR in the Republic of Ireland and in any other part of the world; and
• do all acts necessary to ensure that absolute title in all rights in the Company IPR has passed, or will pass, to the Company (or its nominee),and confirms that the Consultant has given (and undertakes that it will procure from any Substitute) written undertakings in equivalent terms to the Consultancy Company.

• The Consultancy Company warrants and undertakes that:

• neither it nor the Consultant has not given and will not give permission to any third party to use any of the Works, nor any of the Company IPR;
• neither it nor the Consultant is aware of any use by any third party of any of the Works or Company IPR;
• the use of the Works or the Company IPR by or on behalf of any Group Company will not infringe the rights of any third party; and
• the Consultant’s (and any Substitute’s) contribution to the Programme will not contain any defamatory matter nor breach any contract, law or duty of confidentiality, infringe any data protection right, or constitute contempt of court, provided that the Company shall not be entitled to bring any claim against the Consultancy Company in respect of any material provided by the Company to the Consultancy Company (or to the Consultant or any Substitute) that proves to be defamatory unless it was included as a result of the negligence or malice of the Consultancy Company or the Consultant (or any Substitute), and confirms that the Consultant has given (and undertakes to procure from any Substitute) written warranties and undertakings in equivalent terms to the Consultancy Company.

• The Consultancy Company hereby irrevocably grants to the Company worldwide consent to use, and to authorise others to use, the Consultant’s (and any Substitute’s) name, voice, biography and likeness (such biography and likeness to be preapproved by the Consultancy Company in writing, such approval not to be unreasonably withheld or delayed) and filmings or recordings of interviews commissioned by the Company in connection with the exploitation, advertising and promotion of the Programme, provided always that the Company shall use reasonable endeavours to avoid any wrongful indication that the Consultant (or any Substitute) endorses any commercial products or services other than the Programme, products related to the Programme and the broadcasters or distributors of the Programme.
• The Consultancy Company undertakes to do all such further acts and execute (as a deed or otherwise) all such documents at the expense of the Company as the Company may reasonably require at any time either during or after the Term to vest in the Company (or its nominee) all right, title and interest that the Consultancy Company has agreed in this agreement is or should be vested in the Company (or its nominee) and for the purposes of the prosecution of, or any proceedings concerning (including, without limitation, the validity or infringement of), any Company IPR. The Consultancy Company confirms that the Consultant has given (and undertakes to procure from any Substitute) written undertakings in equivalent terms to the Consultancy Company.
• The Consultancy Company hereby irrevocably appoints the Company to be its attorney in its name to sign, execute, do or deliver on its behalf any deed, document or other instrument or thing and generally to use its name for the purpose of giving the Company or its nominee the benefit of this clause 12 and acknowledges in favour of a third party that a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this clause  12 shall be conclusive evidence that such is the case.

PUBLICITY AND CREDIT

• You shall, and shall procure that the Consultant (and any Substitute) shall forward all enquiries from the media or other third parties received by you or the Consultant (or Substitute) concerning the Programme or the engagement of the Consultant under this agreement, to Greencastle Media Group.
• Subject to you and the Consultant complying in full with all obligations under this agreement, the Company shall accord to the Consultant credit on all copies of the Programme produced by the Company and in which the Consultant appears as presenter pursuant to this agreement. The Consultant’s credit shall be substantially in the form “Presented by Adam Smith” but shall be accorded strictly in accordance with and subject to the credit guidelines and practice of the broadcaster and/or commissioning company and/or financing company of the Programme.
• Provided that the Company has notified all relevant third parties of its credit obligation to the Consultant under this agreement, no inadvertent failure by or on behalf of the Company or by any such third party to accord the Consultant such credit will constitute a breach of this agreement by the Company, provided that the Company uses its commercially reasonable endeavours to remedy such failure where practicable.

TERMINATION

• Notwithstanding the provisions of clause 2.1, the Company may terminate this agreement with immediate effect with no liability to make any further payment to the Consultancy Company (other than in respect of amounts accrued prior to the termination of this agreement) if at any time:

• the Consultancy Company fails for any reason to perform the Services for the day of a shoot;

• the Consultancy Company, the Consultant or any Substitute commits any serious or repeated breach or non-observance of any of the provisions of this agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company;

• the Consultant or any Substitute is convicted of any criminal offence (other than an offence under any road traffic legislation in the Republic of Ireland or elsewhere for which a fine or non-custodial penalty is imposed);

• the Consultancy Company, the Consultant or any Substitute is in the reasonable opinion of the board of directors of the Company negligent or incompetent in the performance of the Services;

• the Consultancy Company becomes insolvent or any order is made or resolution passed for the winding-up of the Consultancy Company or a receiver or administrative receiver is appointed in respect of any asset of the Consultancy Company; or

• the Consultancy Company, the Consultant or any Substitute is guilty of any bribery, corruption, fraud or dishonesty or acts in any manner which in the opinion of the Company brings or is likely to bring the Consultant, any Substitute,

• the Consultancy Company or the Company or any Group company into disrepute or is materially adverse to the interests of the Company or any Group company. The rights of the Company under clause 14.1 are without prejudice to any other rights that it might have at law to terminate this agreement or to accept any breach of this agreement on the part of the Consultancy Company as having brought this agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver thereof.

• Clauses 6, 7, 8, 10 shall survive the termination of this agreement.

OBLIGATIONS UPON TERMINATION

Immediately on the termination of this agreement or at any other time at the request of the Company, the Consultancy Company shall and shall procure that the Consultant and any Substitute shall:

• immediately deliver to the Company all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Company or any Group Company or its or their business contacts, any keys, and any other property of the Company or any Group Company, which is in its or his or her possession or under its or his or her control;
• irretrievably delete any information relating to the business of the Company or any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in its or his or her possession or under its or his or her control outside the premises of the Company; and
• provide a signed statement that it and or he she has complied fully with its or his or her obligations under this clause 15.

ENTIRE AGREEMENT

• This agreement, together with the documents referred to in it constitutes the entire agreement and understanding between the parties in respect of the matters dealt with in them and supersedes cancels and nullifies any previous agreement between the parties relating to such matters.
• Each of the parties acknowledges and agrees that in entering into this agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in this agreement as a warranty. The only remedy available to any party in respect of any such statement, representation, warranty, or understanding shall be for breach of contract under the terms of this agreement.
• Nothing in this clause 16 shall operate to exclude any liability for fraud.
• Neither this agreement nor any term or provision of it may be modified in any way other than by instrument in writing signed by the parties.

NOTICES

• Any notice given under this agreement shall be in writing and signed by, or on behalf of, the party giving it and shall be served by delivering it personally, or sending it by pre-paid recorded delivery or registered post to the relevant party at its registered office for the time being.
• Any such notice shall be deemed served when in the ordinary course of the means of transmission it would first be received by the addressee in normal business hours.

THIRD PARTY RIGHTS

• The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement and no person other than the Consultancy Company and the Company shall have any rights under it. The terms of this agreement or any of them may be varied, amended or modified or this agreement may be suspended, cancelled or terminated by agreement in writing between the parties or this agreement may be rescinded, in each case, without the consent of any third party.

JURISDICTION

• 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.
• Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising under or in connection with this agreement.
  This agreement has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.

SERVICES

• As stated in the Principal Terms Agreement