(A) GENERAL TERMS APPLICABLE TO ALL FIXED FREELANCE PERSONNEL

These Terms and Conditions for Fixed Freelance Personnel, incorporating where stipulated the ("Freelance Charter") and any revisions thereto, set out the terms under which you ("You") agree to provide freelance services ("Your Services") to Guardian News & Media Limited ("GNM", "We", "Us"). They should be read in conjunction with the Term Sheet issued to You by GNM and together these form Your Agreement with Us.

1. Term and Termination

1.1 The Agreement shall remain in full force for the Term unless terminated earlier pursuant to Clauses 1.3 or 1.4.

1.2 There shall be no automatic renewal of the Agreement upon expiry of the Term. In the event that GNM wishes to continue to engage Your Services after expiry of the Term, the parties hereto shall negotiate in good faith acceptable commercial terms.

1.3 Without prejudice to any of its other rights or remedies, either party shall have the right to terminate this Agreement with immediate effect at any time by giving notice in writing to the other party if:

1.3.1 the other party commits a material breach of any of its obligations under this Agreement which is not capable of remedy; or

1.3.2 the other party has committed a material breach of any of its obligations under this Agreement which is capable of remedy but which has not been remedied within a period of thirty (30) days following receipt of written notice to do so.

1.4 The Agreement may be terminated by either party, on giving the other party written notice to terminate to expire on expiry of the Notice Period.

1.5 The termination of this Agreement, for whatever reason, shall not affect the provisions of Clauses 5, 6, 7 and 8, which shall continue beyond such termination in perpetuity unless otherwise stated.

2. Engagement

2.1 During the Term You shall provide Your Contributions to GNM and these shall be delivered to Us according to the instructions that can be found . You shall liaise with the relevant editor as to content and delivery schedules.

2.2(a) Should You not deliver Your Contributions by the end of the Term, either this Agreement shall be extended without further payment to You until such time as you have fulfilled its terms which may involve contributing to other sections of GNM; or You shall reimburse to GNM a pro-rata sum equivalent to the value of Your Contributions undelivered as at the end of the Term.

2.2(b) Contributions that exceed Your total contributions under this Agreement as defined in Your Contributions must be agreed in advance in writing by the Managing Editor. In this regard GNM shall expect You to monitor Your Contributions and advise commissioning editors of any contributions that are in excess of Your Contributions.

2.3 You shall not have, and shall not hold Yourself out as having, any authority to incur any expenditure in GNM's name or otherwise enter into arrangements that would be binding on GNM.

2.4 You may use another person, firm or company to perform any administrative or other functions which are reasonably incidental to performance of Your obligations under the Agreement, provided that GNM will not be liable to bear the cost of such unless agreed in advance in writing.

3. Fees and Expenses

3.1 GNM's policies on payment and expenses as set out in the are incorporated into this Agreement and shall apply to all payments and expenses pertaining to the performance of Your Services under this Agreement and other contributions made by You during the Term that do not form part of this Agreement.

3.2 Subject to Clause 2.2, if the Agreement is extended beyond the Term by mutual agreement in writing under which You continue to supply Your Services to GNM, GNM shall be liable to pay fees to You until such time as the Agreement is terminated, such liability being either a pro rata amount of Your Fees based on the extended period of the Term or other amount as agreed in writing between the parties.

4. Services Exclusivity

4.1 The provision of Your Services to GNM shall be subject to the Services Exclusivity as set forth in the Term Sheet.

5. Rights and Licence to Use

5.1 The copyright terms for , Definitions and policies on by-lines and credits as set out in the are incorporated into this Agreement and shall apply to all of Your Contributions delivered by You in the performance of Your Services under this Agreement and other contributions made by You during the Term that do not form part of this Agreement.

5.2 You grant GNM for the period of copyright (and all extensions, revivals, reversions and renewals thereof) the exclusive and worldwide right:

5.2.1 to commission from You and publish a book (in any format including but not limited to printed, electronic and audio books) and/or dedicated app (and/or similar and/or related technology) on the subject matter of Your Contributions; and

5.2.2 to publish a collection of Your Contributions where You are the sole author in book form (in any format including but not limited to printed, electronic and audio books) and/or as a dedicated app (and/or similar and/or related technology)

PROVIDED THAT:

5.2.3 the terms of such publications shall be subject to further contract between the parties hereto; and

5.2.4 in the event that suitable commercial terms are not agreed by the parties You shall be free to enter into an agreement with another publisher in relation to the same on the condition that a) the terms agreed with a third party shall be no worse than those offered by GNM; and b) GNM agreeing with You commercial terms to license back to You the exclusive rights granted to Us under this Agreement; and

5.2.5 save for acknowledgement to GNM such as "First published in the Guardian/Observer" no such licence from GNM as contemplated under Clause 5.2.4 shall be required in the event GNM declines to respond to an invitation from You or Your nominees to offer terms as the case may be in respect of either a) a book or app (or similar or related technology) on the subject matter of Your Contributions; or b) any book or app (or similar or related technology) collection of Your Contributions where you are the sole author.

5.3 You grant GNM first option during the Term to publish or serialise in the UK subject to the parties hereto negotiating in good faith mutually acceptable commercial terms extracts from any books that You produce or that are planned for publication during the Term. Nothing in this Agreement shall bind GNM to publish any extracts or serialisation.

5.4 You hereby grant GNM the right to publish a photograph of You of its choosing in association with publication of Your Contributions and/or in relation to any other promotion or publicity of the same throughout the world.

6. Confidentiality

6.1 Each party undertakes:

6.1.1 to treat confidentially all documents and all technical,louis vuitton Replica, commercial, financial and other information which is obtained from the other party in connection with this Agreement or with the negotiations leading up to it,cheap gucci bags; and

6.1.2 not to disclose to any person, without the previous written consent of the other party, the existence of any term of this Agreement, or the existence of any information about any dispute or disagreement between the parties
and to disclose such documents and information to third parties only so far as it is necessary:

6.1.3 for the performance of this Agreement; and/or

6.1.4 to their professional advisers; and/or

6.1.5 as required by law.

6.2 The obligations of confidentiality set out above shall not apply to any documents or information which a party can show:

6.2.1 at the time of its acquisition was in, or at a later date has come into, the public domain, other than following a breach of this Clause 6; or

6.2.2 it knew prior to first disclosure to it by the other party; or

6.2,ugg boots uk sale.3 it received independently from a third party with the full right to disclose.

7. Status of Contributors and Suppliers as Independent Contractors

7.1 You undertake to provide Your Services under this Agreement as an independent contractor and on this basis a) Your Agreement to provide Your Services to GNM shall not be interpreted or construed to create an association, agency, joint venture, partnership or employer-employee relationship between You and GNM or to impose any liability attributable to such a relationship upon either party; and b) You agree that You shall work from Your own premises in providing Your Services to GNM and shall provide all the necessary equipment and materials to enable You to fulfil the terms of Your Agreement.

7.2 For the avoidance of doubt, You are not a "worker" as defined under the Working Time Regulations 1998 (as amended from time to time), and therefore You acknowledge that the provisions in those regulations relating to hours of work, rest breaks and annual leave do not apply to You.

7.3 You confirm for the purposes of the Taxes Acts, or such other appropriate legislation, that You are a self-employed person in business in Your own right and You shall be responsible for all tax liabilities arising in respect of Your Services, and shall Yourself account to the appropriate authorities for all tax, National Insurance or similar contributions payable in respect of the provision of Your Services to GNM under this Agreement. You undertake to advise GNM immediately in writing in the event that Your self-employed status is challenged by HM Revenue &,louis vuitton outlet online; Customs or any other taxing authority during the Term.

7.4 In the event that GNM or any of its holding, subsidiary, associated or group companies ("Group") becomes liable to account to HM Revenue & Customs or any other taxing authority anywhere in the world for any income tax, employee national insurance or any other deduction or withholding required to be made by law (including any interest and/or penalties thereon) arising in respect of payments made or to be made to You, You undertake and agree to indemnify and hold harmless GNM and/or the Group against such tax and national insurance and shall, at the written request of GNM, immediately pay GNM an amount equal to any tax and national insurance paid or payable by GNM or any other company in the Group to HM Revenue & Customs or any other taxing authority. GNM shall be entitled to set off an amount equal to any tax and national insurance or any other deduction or withholding paid by GNM or another Group company to HM Revenue & Customs or any other taxing authority against any monies otherwise payable to You.

7.5 For the purpose of this Clause 7, "independent contractor" shall be interpreted (as appropriate) to include all engagements made with GNM via a company or limited company. In such event,christian louboutin sale, the rights of indemnity and disclosure equally shall apply.

8. Warranties &,ralph lauren polo; Indemnities

8.1 You hereby represent, warrant and undertake that:

8.1.1 You shall not at any time do anything to bring GNM's brands, trademarks or reputation into disrepute,Ralph Lauren Sale; and

8.1.2 You are entitled to enter into this Agreement and You are not bound by any third party restriction not to do so, including, but not limited to, the right and authority to license the intellectual property rights in and the use of Your Contributions on the terms and conditions set forth in this Agreement; and

8.1.3 Your Contributions shall be original and not copied wholly or substantially from any other source, nor contain defamatory statements nor otherwise breach the privacy, confidentiality or other statutory or common law rights of any third-party; and

8.1.4 You shall observe the highest ethical standards in providing Your Services under this Agreement as part of which You shall be expected:

8.1.4.1 to abide by the ; and

8.1.4.2 have full regard for GNM's own ; and

8.1.4.3 to co-operate fully in the event of a complaint about Your Contributions or Services to the Press Complaints Commission or GNM's internal ombudsman; and

8.1.4.4 to inform GNM immediately of any actual or potential conflict of interest arising from any engagement or contribution or service You undertake for GNM.

8.2 You hereby acknowledge that the above representations, warranties and undertakings are express conditions of the retention of Your Services under the Agreement and that in the event that You are in breach of any of them,cheap louis vuitton, GNM shall have the right to terminate the Agreement forthwith without any liability to You whatsoever. You agree to notify GNM of any facts or circumstances that may affect the accuracy of the statements set out in this Clause 8 as soon as such facts or circumstances arise.

8.3 GNM agrees to indemnify You against any claims of or liability to any third party in respect of defamation on the same basis as staff journalists PROVIDED THAT:

8.3.1 no gross misconduct or negligence can be attributed to You relating to the relevant material; and
8.3.2 You co-operate fully with GNM in its response to the claim; and
8.3.3 You do not engage in discussions with a complainant without GNM's prior agreement.

9. General

9,coach outlet.1 This Agreement, together with any documents referred to in it, constitutes the entire agreement and understanding between You and GNM, and supersedes any previous agreement whether written or oral between the parties in respect of Your Contributions to GNM, provided that any previous contributions delivered by You to GNM under the terms of the shall continue to be governed by the .

9.2 No variation of or amendment to this Agreement shall be binding unless it is in writing and signed by the parties.

9.3 There shall be no waiver of any term, provision or condition of this Agreement unless such waiver is evidenced in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.

9.4 No omission, failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.

9.5 This Agreement shall be subject to and interpreted in accordance with English law.

10. Revision history

Any revisions to these Terms and Conditions for Fixed Freelance Personnel shall be posted here.

(B) ADDITIONAL TERMS APPLICABLE TO ARTS CRITICS

You should liaise with the relevant editor as to content and delivery schedules, which shall include the requirements of the Guardian Digital Network and GNM's digital engagement tools. Further, You shall be expected to include web links in all copy, monitor comments from readers, post comments in response, alert moderators to potential problems, and generally inform and lead the debate stimulated by Your Contributions.

(C) ADDITIONAL TERMS APPLICABLE TO CONTRIBUTORS PROVIDING BLOGS

It is GNM's intention that the blogging process should be interactive between bloggers and readers, and You are expected therefore to (i) include web links in Your Contributions; (ii) monitor comments from readers; (iii) post comments in response; (iv) alert moderators to potential problems; and (v) generally inform and lead the debate stimulated by Your Contributions.

(D) ADDITIONAL TERMS APPLICABLE TO CONTRIBUTORS PROVIDING ILLUSTRATIONS, CARTOONS AND ARTWORK

You should liaise with the relevant editor as to content and delivery schedules. If submitting Your Contributions electronically, You should include the Agreement Reference Number above in the filename of each of Your Contributions and send to design@guardian.co.uk

(E) ADDITIONAL TERMS APPLICABLE TO STRINGERS AND SUPERSTRINGERS

1. You shall, unless prevented by ill health or accident, devote at least five (5) days per week over forty-six (46) weeks of each 12 month period of the Term (pro-rated for shorter Terms) to the carrying out of Your Services under the Agreement together with such additional time if any as may be necessary for their proper performance.

2. Any contributions that Stringers wish to file during the Term must at all times be discussed and commissioned, before filing, with the appropriate desk.

3. Superstringers are expected to deliver contributions at regular intervals during the Term.

4. You are encouraged to develop contacts with other, non-news commissioning editors at GNM with a view to filing for their sections.

5. In addition to Your Fees and subject to the section entitled , Stringers shall be paid per contribution at within 30 days of publication,ralph lauren outlet online.

6. You agree not to incur any expenses in excess of USD 500.00 without the prior written consent of the Managing Editor.