Freelance Agreement

Freelance Agreement for Quizmasters. Dated 25th May 2014

Question One Limited
84 Parkhill Road
London
NW3 2YT

Dear Quizmaster,

Question One Ltd - Request for Services
This document confirms the terms under which you offer your services and are hired as a Quizmaster through Question One Ltd. We are looking forward to continuing our working relationship with you. Please note that these terms will apply to any engagement of you by us for your provision of services through Question One Ltd as a Quizmaster.

We also set out in this agreement our requirements regarding the intellectual property of our quizzes, including the questions for the quiz, the format and all literary, artistic or other qualifying works in the quizzes devised by us (“the Works”) and in the services you will be providing (“the Services”) and regarding confidential information which may be disclosed to you during the course of our working relationship.

By providing your services and downloading Question One’s quiz materials you will be accepting this agreement and will be bound to its terms from the date of the last quiz that you presented for Question One Ltd. We draw your particular attention to paragraph 12.5 under which updates to this agreement may be notified by email and your acceptance of such updates will be deemed by you continuing to download our materials. If you have any questions please do let me know.

Our Agreement is as follows:

  1.              SERVICES
    

1.1. You will provide us with the Services for the duration of the Dates set out in the Schedule and on such further dates as may be agreed in writing, or by electronic mail until this agreement is terminated in accordance with Clause 11.
1.2. You provide the Services at the Location set out in the Schedule or such other Location which we will advise. You will advise personally of the success of the provision of the Services as and when this information is requested from you.

  1.              PAYMENT
    

2.1. Subject to the provision of the Services to our satisfaction and receipt of your invoice (unless we agree otherwise in writing), we will pay you the Fees (as defined in the Schedule or as may otherwise be agreed from time to time) within 30 days of receipt of such invoice.
2.2. All sums quoted and payable under this agreement are exclusive of VAT, which will be added where appropriate.

  1.              GRANT OF ASSIGNMENT
    

3.1. In consideration of your right to receive the Fees, you hereby assign to us with full title guarantee any Intellectual Property Rights in any improvement, development or addition to the Works which you develop as a result of your provision of the Services, and all future Intellectual Property Rights, including the exclusive right to do and to authorise others to do any and all acts in relation to any such improvement, development or addition throughout the World together with all rights of action in respect of any past or existing infringements of such Intellectual Property Rights including the right to claim damages in respect of any infringing works.

  1.              RIGHTS
    

4.1. You acknowledge and agree that you own no Intellectual Property Rights in the Works whatsoever or howsoever arising and that to the best of your knowledge, we are the owner of all such Intellectual Property Rights. You further acknowledge and agree that we shall be entitled to take action against you in respect of any unauthorised use of such Works and that damages alone may not be a sufficient remedy in such action and that we shall be entitled to such relief, including by way of an emergency injunction, as may be required to restrain such unauthorised use.
4.2. You warrant that any improvement, development or addition to the Works you create are your own and not copied from any other source and that accordingly you have full and absolute title in all Intellectual Property Rights used in the creation and carrying out of any such improvement, development or addition, or incorporated therein, including, but not limited to, copyright and trademarks.
4.3. You agree to indemnify and fully compensate us in the event that you breach clause 4.2 above.
4.4. You also waive any so called moral rights and therefore grant to us the absolute and unlimited right to use, modify and adapt the Works for all purposes and in any manner we think fit.
4.5. You shall ensure that any personnel, agents and sub-contractors engaged by you in the creation, provision and supply of the Services shall, as of the date of creation of the item concerned:
4.5.1. assign or otherwise transfer to you (who hereby accepts) any and all title to and ownership of all rights which they may have in any part of any improvement, development or addition to the Works;
4.5.2. waive all moral rights
4.5.3. otherwise grant to you such rights as are required for you to properly perform your obligations under this
agreement.

  1.              USE OF THE WORKS
    

5.1. You will not without our prior written consent use the Works for any purpose not authorised by this agreement including (without limitation) for the promotion your work and services to potential clients by, for example, inclusion in your portfolio or show-reel. You will not sell, rent or licence the Works in any way or use any of the Works in any other projects or work other than for the Project.

  1.              CONFIDENTIAL INFORMATION
    

6.1. You may in the course of our working relationship receive confidential information. Such confidential information will include but is not limited to information about our business, information concerning our products, our customer database and contact details for our customers, our marketing or business plans and details relating to financial arrangements with our clients and our relationship with our customers, clients generally or subcontractors.
6.2. You may only use any such information as described in Clause 6.1 above (the “Information”), for the purpose of providing the Services under the terms of this agreement. Further, you must keep the Information confidential and not disclose it to any other person. In so far the Information is passed to you, whether it is contained in paper documents or in electronic form or in any other form, it shall be returned by you to us on termination of this agreement or at any time on demand and you shall not retain any copies of such Information.
6.3. The provisions of Clauses 6.1 and 6.2 above shall not apply to the whole or any part of the Information to the extent that it is already in the other’s possession other than as a result of a breach of this clause; or in the public domain.

  1.              MATERIALS
    

7.1. You agree to retain and archive all original materials created pursuant to this agreement and which are created preparatory to or during the provision of the Services. You also agree to undertake additional services on reasonable request and upon payment of reasonable additional fees.
7.2. You undertake that upon termination of this agreement, you will, on request, pass to us all source materials created or developed in the performance of this agreement, together with all documents of title, licences, software, animated images and audio, graphical and text materials.

  1.              RESTRICTIONS
    

8.1. For the purpose of this agreement, the following expressions shall have the following meanings:
“Customer” in relation to any particular venue shall include any natural person or entity with whom we have a contractual relationship (whether such contract is in writing or not) as well as any natural person managing the operations of such venue and shall also include any other natural person or entity related to any of them to the extent such person or entity at any time operates the business of that particular venue;
“Restricted Customer” means any of our Customers with whom you dealt, or with whom any member of staff under your direct supervision dealt in the period of 12 months prior to the termination of this agreement;
“Prospective Customer” means any prospective customer with whom we were in negotiations for business and with whom you dealt in the period of 6 months preceding the termination of this agreement;
“Restricted Services” means products or services competitive to ours.
8.2. You undertake that you will not, for the duration of this agreement and for the period of 3 months from the termination of this agreement, directly or indirectly and whether on your own behalf or on behalf of any other person solicit, accept or seek to procure business or orders or engagements from any Restricted Customer or Prospective Customer in relation to the provision of Restricted Services.
You will exclusively perform quiz duties for Question One Ltd during any three month period from the last time you were engaged to perform a quiz by Question One Ltd.

You will not set up separate arrangements to deliver quizzes directly with the venues that you are sent to, or with any other venues, without the written permission of Question One Ltd. This applies for at least 3 months after the last quiz that you presented through Question One Ltd. Question One may pursue damages for loss of business if this occurs without such written permission.

8.3. You undertake that you will not, for the duration of this agreement and for the period of 3 months from the termination of this agreement, directly or indirectly and whether on your own behalf or on behalf of any other person accept orders or business or engagements from, or otherwise deal with, any Restricted Customer or Prospective Customer in relation to the provision of Restricted Services.
8.4. You undertake that you will not, for the duration of this agreement and for the period of 3 months from the termination of this agreement, accept employment or engagement with any Restricted Customer or Prospective Customer where such employment or engagement would enable you to provide Restricted Services to any Restricted Customer or Prospective Customer. You will be deemed to have accepted an engagement for the purposes of this clause 8.4 if a customer obtains the benefit of your services by arrangement or engagement with any entity in which either you or any person related to you participates (whether as direct or indirect owner or shareholder), or manages (whether as director or otherwise).
8.5. You undertake that you will not, for the duration of this agreement and for the period of 12 months from the termination of this agreement, endeavour to solicit or entice away from us or offer, or procure an offer of, employment or engagement with any person, to any person who is at the termination of this agreement employed or engaged by us.
8.6. You will not, for the duration of this agreement and for the period of 3 months from the termination of this agreement, solicit or endeavour to entice away from us, or discourage from dealing with us, or endeavour to vary the terms of dealing with us, any person firm company or other organisation who was at any time during the period of 12 months preceding the termination of this agreement working with us as a supplier, agent or distributor.
8.7. You acknowledge that during the course of your engagement with us you will be made privy to confidential information, which we have developed as a result of the investment of significant financial, technical and other resources and that the dissemination of such information to our competitors could cause significant damage to our business interests. Accordingly, you agree that the above restrictions are no more than are reasonably necessary for the proper protection of our business interests.
8.8. You agree and acknowledge that, if at any time, for whatever reason we shall consider it to be in our best interests, we shall be entitled, at our absolute discretion, by notice in writing to you to delete or limit in any manner any of the restrictions contained in this clause 8 and in such event such restrictions shall apply with such deletions or limitations.

  1.          ACTIVITIES ON PREMISES
    

9.1. You agree not to use any equipment at the Location without our consent and notwithstanding such consent you will not in any event use any material other than the Works.
9.2. You agree to comply with any regulations or policies relating to health and safety, security or otherwise that apply to the Location.

  1.           QUALITY
    

10.1. You warrant that you will provide your Services in a professional manner and to the standard commensurate with a high quality presenter of quizzes for entertainment purposes. Question One LTD regards the consumption of alcohol during working hours as unprofessional.

  1.           TERMINATION
    

11.1. This agreement may be terminated by either party giving 60 days written notice to the other. For the avoidance of doubt, written notice shall include (without limitation) notice given by email or other electronic means. This is separate to periodic updates of this agreement referred to in clause 12.5.
11.2. You agree and acknowledge that we may terminate this agreement immediately in the event of any failure by you to provide the Services or other unsuitable behaviour amounting to gross misconduct.
11.3. This Agreement may, by written notice, be terminated by either party, if either of us becomes bankrupt or enters into liquidation except for the purpose of amalgamation or reconstruction or a received and/or manager or administrator is appointed in respect of its assets or any part thereof or it enters into any composition or arrangement with creditors generally.

  1.           GENERAL PROVISIONS
    

12.1. This Agreement (this Letter and the Schedule) constitutes the whole and entire agreement between us and supersedes all prior oral and written representations, arrangements and understandings.
12.2. If any term of this Agreement shall be found illegal, unenforceable or otherwise invalid, then, notwithstanding any such invalidity, the Agreement shall remain in full force and effect and such term shall be deemed to be deleted.
12.3. You agree that while working for us you will be engaged on a freelance independent contractor basis and will not be our employee and that nothing in this Agreement constitutes a partnership or agency agreement between us. Further, you agree that you have or during the period of this Agreement will arrange to obtain self-employed status and that you will be responsible for paying your own Income Tax and National Insurance contributions. Further you agree to pay and indemnify us against all or any costs, taxes, claims or charges imposed by any taxation authority upon us in respect of our business relationship with you.
12.4. You agree that this Agreement and all your relations with us will be governed by the law of England and Wales and to submit any disputes that may arise under this Agreement to the exclusive jurisdiction of the courts of England, Scotland and Wales.

SCHEDULE
Works:
All such quizzes and competitions performed by or on behalf of Question One, including such quizzes and competitions as may be provided to you for the performance of the Services and any adaptation or improvement thereto.
Location:
Various locations as directed by Question One LTD
Dates:
Various dates agreed by both parties
Services:
Performing as presenter of a quiz on the Dates at the Location.
Fees:
Fee structure as prescribed by Question One LTD
Intellectual Property Rights:
All intellectual property rights including copyright, design right, patents, trade marks, patent rights, database right and similar rights whether registered or unregistered

The Fees, Services and Works shall include any additional fees and services or specifications for the Services that are agreed by the parties in writing after the date of this agreement.

12.5 This agreement may be updated from time-to-time. Updates will be notified by email at least 7 days before they take effect and will replace the last dated version of this agreement. The downloading of our quiz materials by you will indicate that you have accepted such updates to the freelance agreement.

We look forward to continuing our work with you.

Yours faithfully

Edward Burns
For and on behalf of Question One Ltd

Contact Details
Question One Australia

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