CONNECT MANAGEMENT LTD (THE ‘MANAGER’) GENERAL TERMS AND CONDITIONS
For use in connection with an Agreement between the Manager and the Talent (as defined in the Agreement)
The parties acknowledge and agree that they shall not, during and after the Term (unless required to do so by law, or doing so in properly performing their duties under this Agreement):
1.1 use any trade secrets or Confidential Information for any purposes; or
1.2 disclose any trade secrets or Confidential Information to any person, where ‘Confidential Information’ shall mean the terms and conditions of this Agreement and all information, in whatever form, disclosed by, made available by, or otherwise emanating from either the Manager or the Talent in connection with this Agreement or the Services to be performed pursuant to it but shall not include information: (i) which at the time of disclosure is in the public domain; or (ii) after disclosure becomes part of the public domain otherwise than by breach by a party of the provisions of this Agreement; or (iii) was already in the possession of the receiving party at the time of disclosure; or (iv) was received by the receiving party after disclosure from a third party who was not required to hold it in confidence.
2.1 Each party’s liability to the other for (i) the injury to or death of any person caused by any negligent act or omission of that party, its employees, agents or contractors, (ii) fraud or fraudulent misrepresentation and (iii) any other matter for which, by law, liability cannot be limited, shall not be limited.
2.2 Subject to clause 8.1, the Manager shall not have liability, however arising, out of or in connection with this Agreement or Services for any loss or damage which may be suffered by the Talent whether the same are suffered directly or indirectly or are immediate or consequential, which fall within the following categories:
8.2.1 indirect, consequential, or special damage;
8.2.2 loss of profits;
8.2.3 loss of anticipated savings;
8.2.4 loss of business opportunity; or
8.2.5 loss of goodwill.
2.3 [The Manager accepts no liability for any post, content, data, or information of any kind released via the Talent’s social media accounts. Furthermore, the Manager shall have no liability for loss of publicity or loss of opportunity to enhance the Talent’s reputation.]
The Talent shall indemnify the Manager against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Manager arising out of or in connection with the Talent’s breach or negligent performance or non-performance of this Agreement; the enforcement of this Agreement; or any claim made against the Manager for actual or alleged infringement of a third party’s intellectual property rights.
4 No Partnership or Agency
4.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party.
4.2 Each party that has rights under this agreement is acting on its own behalf and not for the benefit of any other person.
Any notice or other communication required hereunder shall be in writing and will be deemed to have been given if: (i) delivered personally, at the time the notice is left at the address of the relevant party as detailed in this Agreement; or (ii) sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second business day after posting; or (iii) sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
6 Contracts (Rights of Third Parties) Act 1999
The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the application of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
7 Entire Agreement
This Agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement or understanding between the parties with respect to the arrangements contemplated by this Agreement. Each party acknowledges that in entering into this Agreement it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10 Legal Advice
The Talent confirms that she/he has received independent legal advice from her/his own legal team before entering into this Agreement.