consultant agreement and NDA

This Agreement is made between you and franklyfluent ltd, a company registered at 2 Crown Works, London E2 6QQ trading under the names franklyfluent (FF) and Copywriter Circle (CC). It sets out some mutual commitments that we make to one another in respect of:

1 confidentiality, to protect and secure the documents and files we share with one another;

2 the services you provide, and your commitment to quality;

3 intellectual property in the work you produce;

4 payment terms;

5 use of your personal data, and our commitment to its protection.

It is agreed:

confidentiality

1  franklyfluent and/or Copywriter Circle may be sharing certain confidential and proprietary information with you – including, but not limited to, business operations, processes, plans, intentions, product information, know-how, concept ideas, designs, trade secrets, market opportunities, customers, costs, prices, business plans, details of corporate organisation and corporate financial information, and any other information or data of whatever kind whether in physical, electronic, written or oral form, whether that of FF or CC or of their prospective or existing client’s (“Information”).

1.1  You agree to:

a maintain all Information received both orally and in writing in confidence, and agree not to disclose or otherwise make available such Information to any third party without the prior written consent from FF or CC;

b use the Information only for the purpose of delivering the Services, and in particular for the purposes for which the disclosure was made.

1.2  Information is considered confidential regardless of whether it is explicitly marked as such. All Information shared orally (i.e. over the telephone or in conversation) should be treated as confidential unless explicitly identified otherwise.

1.3  In particular you agree that you will not disclose any Information in any format, whether in preparation or finalised, in part, whole or re-purposed, during your performing of the Services. You also agree not to share any of the Information in a showcase or portfolio of work, or in any way share work, unless you have sought and been given explicit permission by FF or CC to do so. You acknowledge that due to the potentially sensitive commercial nature of the Information FF or CC may decline to give such permission without giving reasons for such refusal.

1.4  The obligation of non-disclosure will not apply to Information which:

a is or becomes a matter of public knowledge through no fault of or action of yours;

b was rightfully in your possession prior to receipt from FF or CC;

c was rightfully obtained by you from a third party who is lawfully in possession of such Information without restriction;

d is independently developed by you without reference to the Information which is considered confidential within this Agreement, and can be so proven in writing; or

e is required by judicial order.

1.5  Whenever requested by FF or CC, you shall immediately return the Information in all its forms and versions or, at our option, destroy all Information.

1.6  Your obligation of confidentiality will continue indefinitely, or until all the Information in all its forms and versions has entered the public domain.

services

2  You are skilled in particular areas of translation, creative writing, communications, or marketing as indicated by you. You wish to provide your Services to FF or CC and we hereby accept your Services based on the representation by you of your qualifications for performing the Services and such acceptance is made on these terms.

2.1  You will provide your Services using your best possible skill and care at all times, providing the services promptly in accordance with timescales agreed once you have accepted any offer of work.

2.2  You agree that in performing the Services, whether in the nature of direct translation, creative writing, strategy development or other, that the work is solely your own creative work and in no way is the work produced that of another or that any other has rights in that work. You agree that the work produced by you does not infringe any intellectual property or other rights owned by others. You agree to perform the services in a manner sympathetic to the cultural context in which the work is intended for use to the extent that you have represented to us that you are skilled in doing.

2.3  You agree that any work produced by you shall not be defamatory, obscene, discriminatory or otherwise offensive in the cultural context in which you work.

2.4  You agree that in the event you believe changes to the nature or scope of the Services would be desirable, then you will inform us as soon as possible such that we may assess the impact of such change. No change will be effective unless agreed by us.

2.5  You agree to provide the Services personally and acknowledge that you may not sub-contract any of the work unless we agree, and then may do so only to the extent that permission has been granted.

2.6  You acknowledge that there is no obligation upon FF or CC to provide you with regular or ongoing work.

intellectual property

3
You agree and hereby confirm to the assignment of future copyright and any other intellectual property rights created in the future in the world to franklyfluent ltd in the works created in the course of performing the Services – including all preparatory, drafts and plans as well as the final work, whether used or not in any form whatsoever.

payment terms

4
We'll use all reasonable endeavours to pay you within 30 days from receipt of your invoice.

use of your personal data

5
Following acceptance of this Agreement, you’ll be added to our database of consultants. This means we’ll record the personal information you provide below (your name, email, telephone number, address, as well as the IP address of your current connection). You agree to the reasonable processing by us of your personal information in connection with this Agreement. For more information about all the data we hold, how we process it and how we look after it, please refer to our privacy notice.

5.1  You agree that we may reveal your identity to the end client for whom you are performing the Services.

 

Your agreement to the terms above is required before any assignment can be accepted from us. You may withdraw your consent at any point by speaking to your FF or CC contact. Equally, if you have any questions or would like to discuss this Agreement, please speak to your FF or CC contact. This Agreement is made under and shall be construed according to the laws of England, is subject to the exclusive jurisdiction of the courts of England and supersedes all prior agreements between the parties, oral or written.