Terms of Engagement

STANDARD TERMS OF ENGAGEMENT

Applicable to all Suppliers, Contractors and Freelancers engaged by Bradley Media Ltd, Bradley.tv and all associated brands and companies.

1. Contractor’s obligations

1.1 The Contractor shall:-

(a) commencing on the Start Date and continuing until completion of the Services and delivery and acceptance of the Delivery Materials by the Company, produce and direct the filming or recording (as appropriate) of the Project and, in connection with the Project, render all such services as are usually rendered by a professional producer in connection with the production of the Project in accordance with the terms of this Agreement;

(b) perform the Contractor’s services conscientiously and in a competent manner and to the full limit of the Contractor’s technical, artistic and creative skill as, where and in willing co-operation with such persons as the Company may require, and attend such locations/premises/studios as may reasonably be required by the Company punctually and at all times conduct himself/herself in a professional manner;

(c) promptly and faithfully comply with all instructions of the Company as may be given in accordance with these Terms including but not limited to those involving artistic taste and judgment;

(d) obtain knowledge of and comply with all rules and regulations for the time being in force at such places where the Project is shot, recorded or edited, and all OFCOM and other relevant guidelines and use every endeavour to ensure that such rules, regulations and guidelines are complied with by other personnel engaged in making the Project;

(e) work such hours as are necessary to fulfil the Contractor’s obligations under this agreement accepting that this may involve working an average of more than 48 hours per week. Contractor will however not be required to work hours that are injurious to Contractor’s or others’ health and safety. If the Working Time Regulations 1998 (“the Regulations”) apply to this agreement, the Contractor agrees that (i) the maximum weekly working time specified in Regulation 4 of the Regulations shall not apply to this agreement (ii) this Condition 2(e) constitutes an agreement in writing for the purposes of Regulation 5 of the Regulations, and (iii) the Contractor shall be entitled to terminate such agreement by giving to the Company three months notice in writing (or the period of this engagement, whichever is the shorter);

(f) perform the Contractor’s role in accordance with the budget; production schedule; delivery schedule or other documentation approved by the Company and notified to the Contractor (and any revisions thereto notified to the Contractor by the Company) and in accordance with the script/ creative brief as approved by the Company (but subject to any alterations or additions thereto that the Company may direct) and shall in no event add to, subtract or depart from such script/creative brief (except for so called “on the floor” changes required by the exigencies of production), nor add to such budget nor alter such production schedule without the prior consent of the Company in each instance;

(g) use the Contractor’s best endeavours to attain and maintain such a state of health as will enable the Contractor to render the Contractor’s services under this agreement as effectively as possible and comply with all health and safety policies and legislation that relate to the provision of the Services; and

(h) company with all regulations, policies and requirements of any third party, including without limitation health and safety policies and IT /internet use policies, where the Services are performed at such third parties’ premises or offices or the Services include the use of goods or services from such third party, including without limitation any studio, client’s premises or the Company’s offices.

1.2 The Contractor shall:-

(a) not without the written consent of the Company order goods nor incur any liability nor enter into any commitment, contract or arrangement on the Company’s behalf nor pledge the credit of the Company nor hold him/herself out as being entitled to do so;

(b) throughout the period of the engagement keep the Company informed of the Contractor’s whereabouts and telephone number;

(c) apply for or assist the Company in applying for work permits, passports and visas and such other permits and consents as may be necessary to enable the Company to make full use of the Contractor’s services hereunder;

(d) on the completion of the engagement deliver to the Company all documents and materials of whatsoever kind or nature relating to the Project prepared by the Contractor or coming into the Contractor’s possession.

2. Copyright

2.1 The Contractor hereby assigns to the Company absolutely the entire copyright (including without limitation any rental and lending rights and cable re-transmission rights) throughout the universe in all media whether now known or later developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as the Contractor is able, in perpetuity) and, to the extent relevant, by way of present assignment of future copyright and all other rights whatsoever in all products of the Contractor’s Services hereunder, including, without limitation, all literary, dramatic, artistic and musical material contributed by the Contractor to the Project and in the Project itself (the said copyright and products are herein referred to as “the Products”).

2.2 The Contractor hereby irrevocably grants to the Company throughout the world the right to and to authorise others to issue publicity concerning the Contractor’s services in connection with the Project and to use the Contractor’s name, likeness and biography and the Products in connection with the exploitation of the Project and/or the advertising, publicising, and/or promotion of the Project but in such a way that, without the Contractor’s or the Contractor’s prior written consent, such use shall not suggest that the Contractor endorses, recommends or uses any commercial products or services other than the Project and/or the Company.

2.3 The Contractor recognises that the Company has the unlimited right to edit, copy, alter, add to, take from, adapt and/or translate the Products and the Project and, with regard to the Products and the Project, hereby irrevocably and unconditionally waives (without prejudice to the Contractor’s rights under Condition the benefits of any provision of law known as “moral rights” (including without limitation any rights of the Contractor under Sections 77 and 80 of the Copyright Designs and Patents Act 1988 (“CDPA”) or any similar laws of any jurisdiction.

2.4 The Contractor shall and shall procure that the Contractor shall do all such acts and execute such documents as the Company may reasonably require to vest in or confirm to the Company or its successors in title and licensees the copyright and all other rights assigned or granted or purported to be assigned or granted by the Contractor to the Company under this agreement. In the event that the Contractor fails to undertake such acts or execute such documents within 14 days of receipt of written notice from the Company, the Company as the duly appointed agent of the Contractor may execute such documents or undertake such acts on the Contractors behalf and shall provide details of such actions or copies of all such documentation thereafter to the Contractor.

3. Warranties

3.1 The Contractor hereby warrants, represents and undertakes to the Company that:

(a) the Contractor has full power and authority to enter into this agreement and is free to enter into and to perform this agreement and the Contractor has not entered and will not enter into any professional or other commitment which would or might conflict with the full and due rendering of the Contractor’s services hereunder;

(b) the Products (save to the extent that they incorporate material made available to the Contractor by or at the instance of the Company) will be wholly original in the Contractor and will not infringe the copyright or any other rights of any third party;

(c) the Products will not contain any defamatory matter or breach any contract or duty of confidence and that the Contractor will ensure that the Project does not incorporate any defamatory matter nor constitute contempt of court nor breach any provision of any statute or any regulations made thereunder;

(d) the Contractor is and will remain for the period of the engagement a “qualifying person” within the meaning of Part 1 of the CDPA;

(e) the rights hereby granted and assigned are vested in the Contractor absolutely and are free from any encumbrances;

(f) The Contractor is not now nor has at any time been subject to or suffering from any injury, ailment, incapacity, condition, indisposition or the like which might adversely affect the ability or suitability of the Contractor to render any services required hereunder or prevent the Contractor from rendering the Contractor’s services hereunder;

(g) the Contractor will indemnify and keep the Company fully and effectively indemnified against all actions, costs, losses, claims and expenses of whatsoever kind (including reasonable legal fees and expenses of a counsel of the Company’s choosing) or nature arising from any breach or non-performance of any of the warranties, representations, undertakings or obligations on the Contractor’s part contained in this agreement or in respect of any liability or costs, claims or expenses arising out of this Agreement. This provision shall survive the termination or completion of this agreement.

(h) the Contractor shall take out and maintain all reasonable and prudent policies of insurance related to the business of the Contractor and the provision of the Services and shall, on request from the Company, add the Company as an additional insured to such policies and provide a copy of such policies to the Company. The Contractor shall not do anything which would invalidate such policies of insurance and shall notify the Company in the event of any failure to maintain such policies of insurance.

5. Remuneration

5.1 The Fee payable to the Contractor in respect of the Contractor’s services under this agreement is exclusive of Value Added Tax, which shall be payable at the appropriate rate, if applicable. Any bonus payment set out in the Statement of Work shall be contingent on the Contractor fulfilling the terms of such bonus and to the Contractor complying with the terms of this Agreement. The Fee includes equitable remuneration for the assignment of rental and lending rights and cable re-transmission rights referred to above. No further sums are payable to the Contractor under this Agreement whether in respect of the hours worked by the Contractor or any payments for secondary uses or under any collective bargaining agreement.

5.2 Any payment due to the Contractor under this agreement shall only be paid following the Company’s receipt of a proper invoice from the Contractor. All invoices will be paid within 30 days of completion of the relevant Services.

5.3 Personal expenses shall be subject to prior approval of the Company and shall be subject to the provision of all relevant receipts or vouchers. All expenses shall be submitted to the Company upon completion of the Services and shall be paid by the Company to the Contractor following receipt of an appropriate invoice. Any expenses claims submitted later than 7 days following completion of the Services shall be paid entirely at the discretion of the Company.

5.4 If Company advances any money to the Contractor in respect of expenses to be incurred by the Contractor necessarily in the performance of the Contractor’s Services under this agreement and the Contractor fails to account to Company in writing for the moneys so advanced, together with written evidence that any claimed expenses have been incurred and paid for by the Contractor, within seven days of the Contractor’s receipt of a written request therefor from Company, Company shall be entitled to deduct from any moneys otherwise becoming due from Company to the Contractor under this Agreement a sum(s) equal to the amount of the said advance(s) in respect of which the Contractor has failed to account to Company as aforesaid.

5.5 The Contractor will be solely responsible for all income tax and national insurance contributions due in respect of the rendering of the Contractor’s services under this agreement and shall indemnify the Company against any loss, costs, interest, liability, damages or proceedings whatsoever arising out of or in connection with any non-payment by the Contractor of any income tax and/or national insurance contributions.

6. Loss/Liability

6.1 The Company shall not be under any liability in respect of:-

(a) any claim for loss of publicity or opportunity to enhance the Contractor’s reputation, even if the Company delays or abandons production or exploitation of the Project or the use of the Contractor’s services notwithstanding that the Company may have advertised the same;

(b) any loss or damage to the Contractor’s or the Contractor’s property whilst in transit to or whilst at places where the Contractor renders services under this agreement except to such extent, if at all, as the Company may be able to enforce a claim for indemnity against a third party or under any policy of insurance effected by the Company.

6.2 The Company’s liability hereunder shall be limited to the Fee and any agreed expenses and the Company hereby excludes any and all liability in respect of the Services and the Contractor’s conduct under this Agreement or otherwise, save in respect of any personal injury or death of the Contractor arising out of or in the course of the Contractor’s engagement to the extent, if at all, as the same was due to the negligence of the Company.

7. Confidentiality

7.1 The Contractor shall not either during the course of performance of the Services or at any time thereafter (other than in the proper course of the Contractor’s duties hereunder and for the benefit of the Company):

(a) use, disclose or communicate to any person any confidential information which the Contractor shall have come to know or have received or obtained at any time (before or after the date of this contract of employment) by reason of or in connection with the Services; or

(b) copy or reproduce in any form or by or on any media or device or allow others access to or to copy or reproduce recorded information whether or not in documentary form (“Documents”) containing or referring to Confidential Information (for the avoidance of doubt this includes any proprietary documentation or precedents provided by the Company).

7.2 All documents containing or referring to Confidential Information at any time in the Contractors control or possession are and shall at all times remain the absolute property of the Company and the Contractor undertakes, both during the course of performance of the Services and afterwards:

(a) to exercise due care and diligence to avoid any unauthorised publication, disclosure or use of Confidential Information and any Documents containing or referring to it;

(b) to deliver up any Confidential Information (including all copies of all documents); and

(c) to do such things and sign such documents at the expense of the Company as shall be reasonably necessary to give effect to this clause and/or to provide evidence that it has been complied with.

7.3 The restrictions in clause 7.1:

(a) will not restrict the Contractor from disclosing (but only to the proper recipient) any Confidential Information which the Contractor is required to disclose by law or any order of the court or any relevant regulatory body provided that the Contractor shall have given prior written notice to the Company of the requirement and of the information to be disclosed and allowed the Company an opportunity to comment on the requirement before making the disclosure;

(b) will not apply to Confidential Information which is or which comes into the public domain otherwise than as a result of an unauthorised disclosure by the Contractor or any other person who owes the Company an obligation of confidentiality in relation to the information disclosed.

7.4 The Contractor agrees that the restrictions set out in this clause 7 are without prejudice to any other duties of confidentiality owed to the Company whether express or implied and are to survive the termination this Agreement.

7.5 For the purposes of this clause 7 Confidential Information includes any information which may be imparted in confidence or be of a confidential nature relating to the business or prospective business or internal affairs of the Company or any of the Company’s clients and in particular all information relating to the development, production and exploitation of products, marketing or sales or any products or services of the Company including without limitation lists of customers‘ and suppliers‘ names, addresses and contacts, service and product information, contractual arrangements with customers, advertising and promotional material, know-how, trade secrets, unpublished information relating to the intellectual property of the Company and any other commercial, financial or technical information relating to the business of the Company or to any customer or supplier, officer or employee of the Company or to any member or person interested in the share of the Company.

8. Restrictions

8.1 The Contractor shall not during the course of the provision of Services or for a period of 12 (twelve) months following termination of this Agreement for any reason, either on the Contractor’s own behalf or on behalf of any person, firm or company:

(a) solicit or endeavour to entice away from the Company an actual employee, or discourage from being employed by the Company any person who, to your knowledge, is an employee or a prospective employee of the Company; or

(b) employ or procure another person to employ any such person; or

(c) directly or indirectly in competition to the Company, solicit or endeavour to entice away from the Company any client or prospective client of the Company, or discourage such client or prospective client from retaining the services of the Company.

8.2 In this clause “client” shall mean any person, firm, company or other organisation whatsoever to whom or to which the Company provided services during the 1 (one) year immediately preceding the termination of this Agreement and with whom or which, during such period the Contractor has had personal dealings in the course of the provision of Services hereunder; and “prospective client“ shall mean any person, firm, company or other organisation whatsoever with whom or which the Company shall have had negotiations or discussions regarding the possible provision of services during the 12 months immediately preceding the date of the termination of this Agreement.

8.3 While the restrictions in clause 8.1 above are considered by the parties to be reasonable in all circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable interests of the Company but would be adjudged reasonable if part or parts of the wording thereof were deleted or modified, the relevant restriction or restrictions shall apply with such deletions or modifications as may be necessary to make it or them valid and effective. For the avoidance of doubt the Contractor agrees to the restrictions set out in clause 6.1 above in order to provide protection for the Confidential Information, goodwill and customer connections of the Company.

8.4 The restrictions set out under this heading are without prejudice to any other fiduciary duties owed to the Company whether express or implied and shall survive the termination of this Agreement.

9. Data Protection

9.1 The Contactor confirms and agrees that the Company may keep personal information relating to the Contractor for the purposes of giving effect to this Agreement and for the general administration of the Company’s business. In signing this Agreement the Contractor expressly consents to:

a) the processing of information that is held about the Contractor including without limitation sensitive data such as ethnic origin and:

b) the transfer of this information to third party companies (which third party companies may or may not be outside the European Union) for the same purposes. The Contractor agrees that the Company may disclose specific information to its clients relating to its use of the Contractor’s services.

10. Termination

10.1 The Company shall be entitled by one weeks notice in writing to the Contractor or on immediate notice in the case of sub-clauses (f) and (g) below, to determine this agreement in any of the following events if:-

(a) the Contractor fails, refuses or neglects to perform any of the Contractor’s obligations under clause 1.1 or clause 1.2 above or fails to remedy the same within 1 (one) working day of notification of the breach or is otherwise in breach of any material obligation, undertaking or warranty contained in this agreement;

(b) the Contractor is incapacitated from rendering the Contractor’s services under this agreement for more than 2 (two) days either consecutively or in the aggregate;

(c) any act or conduct of the Contractor shall prejudice the production or successful exploitation of the Project and such conduct is incapable of being remedied or is not remedied within 2 (two) days of being so notified by the Company;

(d) any application for a visa, work permit or other permit for the Contractor is unsuccessful;

(e) the Contractor knowingly or negligently makes untrue or inaccurate replies or statements in relation to any material aspect of this agreement;

(f) during the period of the contract the Contractor knowingly commits an act of dishonesty or gross misconduct; and

(g) during the period of the contract the Contractor becomes bankrupt, or is convicted of any criminal offence other than a driving offence not carrying a custodial sentence.

10.3 On determination of this agreement on any of the foregoing grounds, the Company shall pay to the Contractor remuneration due under this agreement up to the termination date of the contract, save that the Company shall have no obligation to pay the Contractor for any period during which the Contractor did not perform its services under this Agreement. The Company will be under no further liability except under clause 10.5(a);

10.4 The Company shall also be entitled at any time in its discretion without specifying any reason by notice in writing to the Contractor to determine the Contractor’s engagement and (if it considers appropriate) replace the Contractor with another producer or director, but if this agreement is terminated under this provision the Company shall remain liable to pay to the Contractor the full remuneration specified in this agreement.

10.5 Notwithstanding determination of this agreement for whatever reason:

(a) each party hereto will remain entitled to enforce any claim against the other party or parties arising from any breach of this agreement that may have occurred before determination; and

(b) the Company will remain entitled to all rights granted or assigned to it under this agreement.

11. Assignment

The Company shall be entitled to assign the benefit of this agreement and of the Contractor’s services hereunder to any third party and the Contractor shall render such services to such assignee. If required, the Contractor shall enter into a direct contract with the assignee on terms no less favourable to the Contractor in so far as the terms apply to future performance than those contained in this agreement. The Company shall remain liable to the Contractor for all its obligations under this agreement notwithstanding any such assignment.

12. Notices

Any notice required to be given to the Company or the Contractor under this agreement shall be in writing and served upon the addressee at such address as it may notify to the other party for such purpose and, if none, at the addressee’s address stated in the letter of engagement, by pre-paid first class mail or by personal delivery or by facsimile transmission and shall be deemed to have been given, if delivered by hand, at time of delivery and, if posted, 48 hours (excluding the hours of Saturdays, Sundays and bank and public holidays in the country in which the Company’s registered office is located) after posting an inland letter and eight days (excluding Saturdays and Sundays) after posting an overseas letter, and, if sent by facsimile transmission, on the addressee’s business day next following the day of dispatch.

13. Miscellaneous

13.1 This agreement sets out the entire agreement between the parties at the date hereof relating to the Contractor’s services in connection with the Project and supersedes any prior agreements or arrangements (whether oral or in writing) between the parties relating thereto. This agreement can only be modified by a written instrument signed by both parties.

13.2 The Contractor acknowledges that in the event of any default of any of the terms of this Agreement by the Company, its sole remedy will be an action at law for damages and in no event will it be entitled to rescind this agreement or receive any injunctive or other equitable relief whereby the rights granted to the Company could be affected or the free and unrestricted exploitation or exhibition of the Project could be restrained, hampered or otherwise interfered with.

13.3 The Contractor acknowledges that the services to be rendered by the Contractor under this agreement are of a special, unique and extraordinary character, the loss of which cannot be reasonably or adequately compensated by damages in an action at law.

13.4 No waiver, express or implied, by either party of any term or condition or any breach by the other of any of the provisions of this agreement shall operate as a waiver of any breach of the same or any other provision of this agreement.

13.5 The headings in this agreement are for information only and do not form part of this agreement.

13.6 In the event of any conflict between these Terms of Engagement and the Statement of Work, the Statement of Work shall prevail.

13.7 Nothing in the agreement shall be construed to constitute a partnership or a contract of employment between the parties.

14. Governing Law

This agreement shall be construed under and governed by the laws of England and Wales and the parties shall submit to the exclusive jurisdiction of the English courts.