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CONTRACT

SHOWTIME CIRCUS TEACHER CONTRACT

 

 

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1 DEFINITIONS

The following expressions shall have the following meanings:

1.1  “Agent” means [SHOWTIMECIRCUS];

1.2 “Artist” means a person who Accepts the Agent’s Offer of Engagement;

1.3 “Client” means any third party, individual, partnership, company or other organisation or entity which negotiates with the Agent with a view to procuring the services of the Artist in respect of an Engagement;

1.4 “Engagement” means the employment or use of the Artist by the Client, or any third party to whom the Client has introduced the Artist, in a short-term basis under any form of contract or relevant agreement;

1.5 “Terms and Conditions” means the terms and conditions as set out in this document and any subsequent terms and conditions agreed in writing by the Agent;

1.6 “Fee” means the sums due to the Artist from the Agent in respect of an Engagement;

1.7 “Booking Confirmation” means the contract between the Agent and the Artist for agency services incorporating these Terms and Conditions.

 

2  GENERAL

2.1 These Terms and Conditions supersede any other documentation or communication between parties.

2.2 Any variation to these Terms and Conditions must be agreed in writing by the Agent.

2.3 These Terms and Conditions shall be adhered to for every forthcoming bookings with the Agent.

 

3 BOOKING CONFIRMATION

3.1 This Booking Confirmation must be accepted by the Artist in it's entirety.

 

4 PAYMENT

4.1 The artist must supply an invoice for this event.

4.2 Payment of the Fee shall be made directly by the Agent to the Artist by cheque or BACS within 30 days of receiving the invoice.

4.3 The Artist is responsible for the payment of any tax, National Insurance, VAT and other payments required by them under law.

 

5 ARTIST OBLIGATIONS

5.1 The Artist shall, at all times, act in a professional and courteous manner and shall attend all Engagements ready to begin on time, this often means getting there early to set up music systems, registers etc  for the class.

5.2 The Artist shall carry out every Engagement to the best standard of ability and skill.

5.3 The Artist shall maintain public liability insurance to a minimum level of Five Million Pounds and shall provide the Agent with proof of such cover.

5.4 The Artist shall comply with all rules and regulations relating to health and safety, fire prevention or general administration which may be in place at the venue of the engagement.

5.5 The Artist shall not pass on any personal business cards or other promotional material to the Client, members of the audience or other third parties.

5.6 The Artist shall ensure that any equipment in their ownership which is used during the Engagement meets basic safety standards and is in good working order. If they notice any of the Agents' equipment needed repair, they must inform them immediately. 

5.7 The Artist shall wear uniform as instructed and directed by the Agent. 

5.8 The Artist must ensure that there are no explicit lyrics in any of the songs used to teach to or perform to. 

5.8 The Artist must not replicate any ideas, formatting, games or otherwise from Showtime Circus LTD. If they are considering setting up their own classes, they must inform the Agent of their intentions so discussions can be held to determine boundaries. 

 

6. NDA:

Confidentiality Undertaking

1 We refer to our recent discussions concerning a proposed agreement relating to teaching for Showtime Circus Ltd between The Agent and The Artist.

2 The Agent has requested certain Confidential Information (defined below) to be made available to the Client, its directors, officers, employees, agents and legal and financial advisers in order to enable them to consider and evaluate the terms of the Proposed Contract. In consideration for the Discloser agreeing to supply, and supplying, the Confidential Information to the Agent and its representatives, the Artist (for itself and on behalf of its representatives) agrees to the terms set out in this Agreement.

3 For the purposes of this Agreement:

                1: "Confidential Information" means

    1    in respect of Information provided in documentary form or by way of a model or in other tangible form, Information which at the time of provision is marked or otherwise designated to show expressly or by necessary implication that it is imparted in confidence;

    2    in respect of Information that is imparted orally, any Information that the Agent or its representatives informed the Client at the time of disclosure was imparted in confidence;

    3    any copy of any of the foregoing; and

    4    the fact that discussions are taking place between us;

    2    "Group" means a party’s holding company and ultimate holding company and each of its subsidiary companies and its holding company's and ultimate holding company's subsidiary companies from time to time, "holding company" and "subsidiary" having the meanings given to them in section 1159 of the Companies Act 2006; and

    3    "Information" includes information provided directly or indirectly by the Agent to the Artist in oral or documentary form or by way of models, biological or chemical materials or other tangible form or by demonstrations and whether before, on or after the date of this Agreement.

    4    The Artist undertakes to the Agent and every member of the Agent's Group as follows:

    1    to keep secret and treat all Confidential Information as private and confidential and safeguard it accordingly;

    2    not to disclose Confidential Information or allow it to be disclosed in whole or in part to any third party without the Agent’s prior written consent;

    3    not to use Confidential Information in whole or in part for any purpose except for the consideration and evaluation of the terms of the Proposed Contract.

    5    The Artist and Agent undertake to take proper and all reasonable measures to ensure the confidentiality of the Confidential Information.

    6    The obligations of confidentiality in paragraph 4 do not apply to any Information which the Artist can show by written records:

    1    was known to the Artist before the Information was imparted by the Agent; or

    2    is or subsequently becomes publicly known (through no fault of the Artist); or

    3    is received by the Artist without restriction on disclosure or use from a third party lawfully entitled to make the disclosure to the Artist without such restrictions; or

    4    is developed by any of the Artist’s employees who have not had any direct or indirect access to, or use or knowledge of, the Information imparted by the Artist.

    7    To the extent that the Artist is required to disclose Confidential Information by law or regulation of a regulatory authority or by the order or ruling of a court or administrative body of a competent jurisdiction, it may do so provided that you shall use first consult fully with the Agent to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure and secondly, take all steps as the Agent may require to achieve such prevention or restriction.

    8    The Agent undertakes to permit access to the Confidential Information only to those of its directors and employees who reasonably need access to the Confidential Information for the purpose of the Proposed Contract, and on the conditions that such directors and employees must have: (i) been informed of the Artist's interest in the Confidential Information and the terms of this Agreement; and (ii) been instructed to treat the Confidential Information as secret and confidential in accordance with the provisions of this Agreement.  The Artist is responsible for ensuring that such directors and employees comply with the provisions of this Agreement.

    9    The Artist acknowledges and agrees that the property and copyright in Confidential Information disclosed to it by the Agent, including any documents, files and other items containing any Confidential Information, belongs to the Agent. At the Agent's written request, the Artist will return immediately to the Agent all Confidential Information which the Artist has received under this Agreement and which may still be in the Artist’s possession, including any copies made, and make no further use or disclosure of any of the Confidential Information.

    10    This Agreement must not be construed so as to (i) grant the Artist any licence or rights other than as expressly set out in this Agreement in respect of Confidential Information; or (ii) require the Agent to disclose any Confidential Information to the Artist.

    11    No warranty or representation, express or implied, is given as to the accuracy, efficacy, completeness or safety of any Confidential Information, Information or materials provided under this Agreement.

    12    No Party may issue or make any public announcement or disclose any information regarding this Agreement.

    13    During the existence of this Agreement and for the period of 12 months after termination of this Agreement, the Artist must not use the Confidential Information, directly or indirectly, to procure a commercial advantage over the Agent nor, for a period of 12 months from the termination of discussions, solicit clients or customers of the Agent to provide services or supply goods to them of the same or a similar type to those provided by the Agent during the period of those discussions.

    14    During the existence of this Agreement and for the period of 12 months after termination of this Agreement, the Artist must not solicit (whether directly or indirectly) any employee or director of the Agent who was involved in the performance of this Agreement or who was in receipt of, used or had access to, whether directly or indirectly, any Confidential Information of the Agent.

    15    Without prejudice to paragraph 16, the Artist will indemnify the Agent on demand and hold the Agent harmless from and against all actions, claims, costs (including without limitation legal costs), proceedings, expenses, loss (including without limitation direct or indirect profit) or damage which may arise directly or indirectly from the unauthorised disclosure or use of Confidential Information by the Artist or its representatives or from any breach or non-performance of a term of this Agreement.

    16    The Artist further acknowledges and agrees that the rights of the Agent in the Confidential Information sought to be protected by this Agreement are unique and that breach of these terms is likely to cause irreparable and unquantifiable damage and confirms and agrees that the Agent may at its discretion apply for and obtain (without prejudice to any rights it may have to obtain damages) injunctive or other equitable relief without proof of damage.

    17    The obligations contained in this Agreement will terminate 12 months from the date of this Agreement. Such termination will not affect the Agent's ability to bring a claim for breach of any of the terms before the date of termination of the obligations contained in this Agreement regardless of whether or not the Proposed Contract is completed.

    18    This Agreement is personal to the parties and shall not be assigned or otherwise transferred in whole or in part by either party without the prior written consent of the other party.  This Agreement shall be binding upon and enure to the benefit of each party and their respective successors and permitted assigns.

    19    This Agreement may not be amended except by written agreement between the parties and no other purported amendment shall be effective.

    20    Unless otherwise agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy. A waiver of a right or remedy will only be effective if it is in writing and made by the person waiving such right or remedy. 

    21    The Agent's Group companies shall have full right to enforce the terms of this Agreement as if each were a party to this Agreement. Except for the rights of the Agent's Group companies to enforce the terms of this Agreement, a person or entity who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement.

    22    This Agreement is contains the entire agreement between the Agent and the Client in relation to its subject matter and supersedes all prior written or oral understandings, offers, arrangements, and agreements between Agent and the Client relating to the subject matter of this Agreement.

    23    This agreement constituted by this Agreement (including any associated non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the parties hereby irrevocably submit to the exclusive jurisdiction of the English Courts.

7 CANCELLATION

7.1 The Artist may not under any conditions cancel the Engagement unless due to Force Majeure or illness. In such cases, on provision of reasonable proof, the Artist will not be held in breach of contract by the Agent.

7.2 The Artist agrees to inform the Agent immediately of any intended cancellation.

7.3 In the event that the Client cancels a booking the agent will seek cancellation charges for the Artist.

7.4 If the venue provided by the Client is unable to accommodate the Artist and the Artist is unable to perform for this reason the Agent will seek cancellation charges from the Client for the Artist.

7.5 If it is a long term engagement, the Artist must aim to give the Agent at least 30 days notice to terminate the agreement. 

8 ENTIRE AGREEMENT

These Terms and Conditions supersede any previous agreements, arrangements, documents or other undertakings either written or oral and shall be governed by and construed in accordance with the law of England and the parties hereby submit to the exclusive jurisdiction of the English courts and by clicking accept you agree to all above listed Terms and Conditions.  

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