LAST UPDATED 9 NOVEMBER 2020
Company and the Brand Manager (each a “party,” and together the “parties”) are bound by the Agreement. Capitalized terms used but not otherwise defined will have the meanings ascribed in the Cover Sheet or Services Specification.
The Brand Manager will provide the services as set out in the Services Specification (the Services), on a non-exclusive basis, with all reasonable care and skill.
2.1. Retainer Payment (if applicable) will be paid monthly in arrears (pro-rata for partial months).
2.2. If applicable, calculation of any payments payable by the Company to the Brand Manager will be calculated by the Company and paid monthly in arrears. If any dispute arises as to the amount payable by the Company to the Brand Manager, the same shall be referred to the Company’s finance team for settlement and their decision, save in the case of manifest error, shall be final and binding on both parties.
2.3 Other than the Retainer Payment or Commission Payments (as applicable), the Company will owe You no other fees or charges of any kind. The Company will only reimburse You for networking expenses incurred during the performance of your duties under this Agreement. Such expenses must be pre-approved in writing by Pollen's Head of Demand before you incur such expenses, and we will not reimburse you for any expenses that have not been pre-approved in writing by the Head of Demand.
2.4. No sums will be due from the Company to the Brand Manager for providing the Services other than those set out in this Agreement.
3.1. During and after the Brand Manager’s engagement by the Company, he/she must not (unless required to do so by law, protected in doing so by a legal right of protected disclosure or doing so in properly providing the Services):
(a) use any of the Company's or their clients' or prospective clients' trade secrets or confidential information for any purposes other than the Company's business; or
(b) disclose any of the Company's or their clients' or prospective clients' trade secrets or confidential information to any person.
3.2. The Brand Manager must make sure that he/she keeps all trade secrets and confidential information that he/she obtains or otherwise receives in connection with the Services safely and effectively protected against improper disclosure or use. The Brand Manager must also use his/her reasonable endeavors to prevent improper disclosure or use of such trade secrets or confidential information by third parties.
3.3. The provisions of clauses 3.1 and 3.2 shall not apply to any Confidential Information which is already in the public domain at the time when it is provided to the Brand Manager, and shall cease to apply where either party is required by law to make a disclosure or if at any time the Confidential Information becomes public knowledge through no fault of the Brand Manager. In the event the Brand Manager is required to make any disclosure by law it shall inform the Company immediately so as to enable the Company and/or a client to take such legal action as it sees fit to prevent the disclosure of the Confidential Information and the Brand Manager shall assist the Company or a client in relation to any such legal proceedings or action.
3.4. The words "Confidential information" include but are not limited to lists of the Company's actual or potential clients; details of relationships or arrangements with or knowledge of the requirements of the Company's actual or potential clients; details of the Company's or any client's or prospective client's business methods; finances, prices or pricing strategy; marketing or development plans or strategies; details of any tenders, pitches or presentations proposed or made by the Company; personal information about any of the Company's or any client's or prospective client's directors or employees; information divulged to the Company by a client, prospective client or any other third party in confidence; and any information relating to the Company or any of their clients or prospective clients which the Company, or clients or prospective clients in question reasonably considers to be confidential.
4.1. The Company will collect and process information relating to the Brand Manager in accordance with the Privacy Notice which the Company will provide to the Brand Manager. The Brand Manager is required to sign and date the Privacy Notice and thereafter send a copy of it to firstname.lastname@example.org.
4.2. The Brand Manager shall comply with the standards set out in the Privacy Notice when handling personal data in the course of consulting, including personal data relating to any employee, worker, contractor, customer, client, supplier or agent of the Company.
5.1. The Company will be entitled to:
(a) ownership of the Materials; and
(b) the intellectual Property Rights in the Materials.
5.2. "Materials" means any work or material developed, written or prepared by or on behalf of the Brand Manager or any sub-contractor in relation to the Services (whether individually, collectively or jointly with the Company and on whatever media) including (without limitation) any documents, reports, studies, data, designs, artwork, creative work, music, recordings, diagrams, charts, specifications or computer programs and related copies and working papers, whether developed, written or prepared before or after the signing of the Agreement.
5.3. "Intellectual Property Rights” means all present and future copyright, database rights, design rights, trade mark rights, rights in any trade, brand or business names, rights in any trading style or get-up, rights in goodwill and other intellectual property rights in any part of the world whether registered or unregistered.
5.4. In consideration of the Fee(s) payable under this Agreement, the Brand Manager agrees that any and all intellectual Property Rights in the Materials shall belong to the Company and to the extent that such rights are not automatically transferred to the Company the Brand Manager hereby assigns with full title guarantee his/her entire right, title, and interest in and to the Materials and any and all intellectual Property Rights in the Materials to the Company or any other third party.
5.5. The Brand Manager undertakes to do anything reasonably required (both during and after the termination of his/her engagement) to ensure that all intellectual Property Rights in the Materials belong to or are assigned to the Company and to assist the Company in protecting or maintaining them (although the Company will not be obliged to do so).
5.6. Upon request by the Company, and in any event upon the termination of his/her engagement, the Brand Manager will promptly deliver to the Company all Materials in the Brand Manager's possession.
5.7. If any moral right under the Copyright Designs and Patents Act 1988 arises in respect of any Materials the Brand Manager will:
(a) irrevocably and unconditionally waive the right as against the Company and its employees; and
(b) exercise the right against any third party only as the Company requests and in accordance with the Company's directions.
5.8. The Brand Manager warrants and represents that any and all Materials to be used by the Company will be original and created specifically for the Company and will not infringe any Intellectual Property Rights or other proprietary rights of any third party or cause any liability for the Company whatsoever.
5.9. Where, in connection with the provision of services under this Agreement, the Brand Manager supplies any goods, materials or physical items, the Brand Manager shall ensure that such goods, materials or physical items are of good quality and shall be fit for purpose or otherwise suitable to be used as the Company may specify. In addition the Brand Manager shall, where possible, assign to the Company the benefit of any warranty, guarantee or indemnity given by any third party supplying the goods, materials or physical items to the Brand Manager.
5.10. The Brand Manager shall at the request of the Company whether during or after the Term, assist in the preparation of and sign and execute all necessary documents, provide evidence and take all other such steps reasonably required by the Company for the purpose of securing the rights assigned in accordance with this Clause 5.
5.11. The Company shall retain ownership of all Intellectual Property Rights of whatever nature in the documents, material or any item provided by the Company to the Brand Manager. For the avoidance of doubt, the Brand Manager shall not be deemed to have been granted any license to use the documents, material or other items other than for the purposes of this Agreement and the carrying out of the Services.
6.1. The Brand Manager must treat all employees, agents and contractors of the Company (and such agents' and contractors' employees) with respect and irrespective of their age, sex, marital status, sexuality, religion, religious belief, colour, race, ethnic or national origin or any disability which they may have and the Brand Manager must not bully, harass or otherwise unlawfully discriminate against any such persons.
6.2. The Brand Manager will indemnify the Company and keep it indemnified against any claims, liabilities, costs and expenses which the Company incurs as a result of, or related to, breaches or alleged breaches by the Brand Manager of his/her obligations under this Clause.
7.1. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so.
7.2 Upon termination of his/her engagement the Brand Manager must:
(a) provide such co-operation and information as the Company may reasonably request in connection with the termination and any consequences, including co-operating in a smooth handover of any ongoing work;
(b) return immediately all items of the Company's property which the Brand Manager has in his/her possession or under his/her control in connection with his/her engagement (including any security pass, disks, tapes, documents or copies of documents); and
(c) if the Brand Manager has any documents or information belonging to the Company on a personal computer, forward copies to the Company and then irretrievably delete them/it.
7.3. For the avoidance of doubt, the termination of the Brand Manager's engagement (however arising) will not affect:
8.1. The Brand Manager is an independent contractor in business on his/her own account and not an employee of the Company.
8.2. The Brand Manager is not an agent of the Company and (unless otherwise agreed in writing) will have no right to make contracts or enter any engagements on the Company's behalf.
8.3. The Brand Manager agrees to indemnify and keep indemnified the Company from and against all losses, liabilities, costs (including reasonable legal costs), charges, expenses, actions, proceedings, claims and damages which the Company may incur or suffer as a consequence of any breach by the Brand Manager (or any authorized sub-contractor) of any of his/her obligations, commitments, warranties or undertakings under this Agreement.
9.1. The Brand Manager confirms that he/she is not entering into the engagement in reliance upon any oral or written representations made to the Brand Manager or on behalf of the Company.
9.2. The terms of this Agreement represent the entire agreement between the parties and supersede any previous representations or agreements whether oral or recorded in written or otherwise.
9.3. No variation to or alteration of the terms and conditions of the Agreement shall have effect unless in writing signed by the Brand Manager and a duly authorized representative of the Company.
9.4. This Agreement will be governed by the laws of England and Wales and the Courts of England and Wales will have non-exclusive jurisdiction to adjudicate any disputes arising under it.