Note: This is a UGC contract template used by a fully managed UGC Agency to get UGC for a client.

You
must adapt the template so it will be suitable for different use cases. To make sure your contract is legally
compliant, we advise you to consult lawyers who have experience in this field.

{Your Brand} & {Creator Name} TALENT AGREEMENT – CONTENT COOPERATION

Key Terms
This agreement (“Agreement”) between (your brand) and (UGC creator) consists of these key terms (“Key
Terms”) and the attached terms and conditions (the “General Terms”). Capitalised terms shall have the
meanings given to them in the Key Terms and General Terms (as applicable). If there is a conflict or
ambiguity between any of the terms in the Key Terms and General Terms, the Key Terms will prevail.
Company Name Company Name Talent: (“Talent”)

Registered Company Address Registered [INSERT REGISTERED ADDRESS]

Address: Address:

Talent account (“Account”)

on the Platform:

Background:
(A) Talent is a {company name} creator whose style, values and profile are aligned with the brand values and
ethos of {company name}.
(B) {UGC Agency name} wishes to engage the Talent to create Content on the platform and in advertising
campaigns in relation to the platform currently branded ‘{company name}’ (“Content Cooperation").
(C) Talent agrees to create Content and allow {company name} and its Affiliates to make use of the Content and
the Talent’s Image in accordance with the terms and conditions of this Agreement.

1. Term This Agreement shall commence (or be deemed to have commenced) on 12.09.2023
(“Effective Date”) and shall continue, unless terminated earlier in accordance with its
terms, until the later of: (a) acceptance by {UGC Agency name} of the performance of
the Services; and (b) 12.12.2023 (“Term”).
2. Services Talent shall:

Create qualified travel content for {company name} in their account, for a minimal 5 posts per
month. Talent will adhere to the guidelines provided and ensure they post 'quality'
content.

The parties agree that the services listed above shall together be referred to as the
“Services”.

Tier 2

Talent may also create and publish up to 40 static or video Posts (Tier 2) per month on the
Platform via the Account, spaced regularly throughout the Posting Period. Each static
Post shall include a minimum number of slides (as per the relevant guidelines
provided to you) and 100 words caption per Post. Talent will adhere to the guidelines
and Brief provided by {company name}.

3. Fees and Fees: In consideration of the provision of Services and the grant of the licences in and to the
Expenses Content herein, {UGC Agency name} shall pay X per post (excluding VAT) (“Fees”), ,
into the Designated Bank Account in the instalment(s) set out below and in each case
on the later of: (a) the due date set out below; and (b) the date thirty days after the
date that {UGC Agency name} receives a valid and undisputed invoice from the Talent
for the relevant amount.

Instalment Amount Instalment Date

 $X per post [date of the last post (5th post)]

Expenses: Expenses of up to $0 shall be paid by {UGC Agency name} subject to and in

accordance with the terms of this Agreement (including clause 4.2 of the General
Terms).
4. Designated Account name: [INSERT ACCOUNT NAME].
Bank Account Held at: [INSERT NAME OF BANK].
/ Account number: [INSERT ACCOUNT NUMBER].
PayPal Sort code: [INSERT SORT CODE].
Swift/BIC code: [INSERT Swift/BIC code].
IBAN number: [INSERT IBAN NUMBER]
Or
PayPal: [INSERT PAYPAL].
5. Notices If to {UGC Agency name}: {email}
If to Talent: [INSERT EMAIL].

On behalf of {UGC Agency name} On behalf of INSERT TALENT NAME

____________________________________ ___________________________________
Signature Signature

________Name_______________________ ___________________________________
Name

____________________________________ ___________________________________
Date Date
General Terms
1. Definitions and interpretation
1.1 In this Agreement the following definitions shall have
the following meanings:
“Account” means that Talent’s account on the
Platform as set out in the Key Terms.
"Affiliate” means any entity, whether incorporated or
not, that is Controlled by, Controls, or is under
common Control with {company name}.
“Agreement” means this agreement which consists
of: (a) the Key Terms; and (b) the General Terms.
“Applicable Law” means all applicable laws,
statutes, regulations and codes.
“Brief” means any information and documents
(including any script(s)) provided by {UGC Agency
name} to the Talent (by email) or otherwise
communicated to the Talent in relation to the
Content.
“Business Day” means a day on which banks are
open for business in London (excluding Saturdays
and Sundays).
“CDPA” means the Copyright, Designs and Patents
Act 1988.
“Community Guidelines” means the Platform
community guidelines (currently available at {link} as
may be updated from time to time by {company
name} or its Affiliates.
“Confidential Information” means the existence
and terms of this Agreement, and any information
disclosed by one party to the other party, whether
disclosed verbally, in writing, or by inspection of
tangible objects, including any information which
relates to the business, technology, affairs, products
and/or activities of that party (including, in relation to
{company name} and its Affiliates, its and their
advertising campaigns, challenges, partnerships
and events), and other similar information that is
proprietary to a Party. Confidential Information shall
not include any information that: (a) is or becomes
generally available in the public domain or becomes
available to the public at any time, whether prior or
subsequent to this Agreement; (b) was in the
receiving party’s lawful possession prior to the
disclosure without an obligation of confidence; (c) is
lawfully disclosed to the receiving party by a third
party; or (d) is independently developed by the
receiving party without use of or access to the
Confidential Information.
“Content” means any audio, visual and/or
audio-visual materials: (a) created or otherwise
captured by or on behalf of: (i) {company name} (if
applicable); and/or (ii) the Talent; and (b) provided
by or on behalf of the Talent for use on {company
name} (e.g., approved photographs of the Talent).
“Content Requirements” means the requirements
set out a Schedule 1 of this Agreement.
“Contribution” means all performances and literary,
dramatic, artistic and musical material contributed
by the Talent to the Content.
“Control” has the meaning given to it in section
1124 of the Corporation Tax Act 2010.
"Designated Bank Account” means the bank
account set out in clause 4 of the Key Terms.
“Fees” means the fees set out in clause 3 of the Key
Terms which are due and payable to Talent subject
to and in accordance with this Agreement.
“Force Majeure Event” means any circumstance
not within a party's reasonable control including: (a)
acts of God, flood, drought, earthquake or other
natural disaster; (b) epidemic or pandemic (including
the ongoing impact of the Covid-19 pandemic); (c)
terrorist attack, civil war, civil commotion or riots,
war, threat of or preparation for war, armed conflict,
imposition of sanctions, embargo, or breaking off of
diplomatic relations; (d) nuclear, chemical or
biological contamination or sonic boom; (e) any law
or any action taken by a government or public
authority, including without limitation imposing an
export or import restriction, quota or prohibition, or
failing to grant a necessary licence or consent,
restrictions on movement; (f) collapse of buildings,
fire, explosion or accident; (g) any labour or trade
dispute, strikes, industrial action or lockouts (other
than, in each case, by the party seeking to rely on
this clause); and (h) interruption or failure of utility
service.
“General Terms” means these general terms and
conditions.
“Image” means Talent’s professional name,
approved nickname, approved image, approved
voice, approved appearance and approved likeness.
“IPR” means all worldwide rights in and to
intellectual property, including rights in and to:
copyright (including but not limited to performers’
rights), trade marks, designs, patents, image rights,
rights of publicity, know-how; and all other similar or
equivalent rights subsisting now or in the future in
any part of the world, in each case whether
registered or unregistered.
“Intellectual Property Policy” means the Platform
intellectual property policy (currently available at link
as may be updated from time to time by {company
name} or its Affiliates.
“Key Terms” means the key terms set out on pages
1 and 2 of this Agreement.
“Live(s)” means those livestream(s) by or on behalf
of the Talent from the Account, as may be set out in
clause 2 of the Key Terms.
“Media” means any and all media (whether now
known or developed in future), including: (a)
{company name}’s official websites; (b) social media
channels and/or platforms owned or operated by
{company name} (or its affiliates); (c) social media
channels on third party platforms (for example, but
without limitation, Facebook, Instagram, YouTube,
Twitter, Snapchat); (d) online and offline paid
advertising including on social media and out of
home; and (e) other forms of media, whether online
or offline, including online articles and blog posts,
electronic newsletters, television broadcasts and
other electronic marketing materials which feature
video content.
“Platform” means the platform owned and
controlled by {company name} or its Affiliates
currently known as ‘{company name}.
“Policies” means each of the Terms of Service,
Community Guidelines, Privacy Policy, Intellectual
Property Policy and such other terms and conditions
or policies made available to Platform users from
time to time during the Term to govern their use of
the Platform, in each case as may be updated from
time to time by {company name} or its Affiliates.
“Post(s)” means those post(s) by or on behalf of the
Talent from the Account, as may be set out in clause
2 of the Key Terms.
“Privacy Policy” means the Platform Privacy Policy
(link) as may be updated from time to time by
{company name} or Affiliates from time to time.
“Re-post(s)” means those re-post(s) of Post(s) by or
on behalf of the Talent from their accounts on
designated third party platforms, as may be set out
in clause 2 of the Key Terms.
“Services” means those services set out in clause 2
of the Key Terms.
“Shoot” means any shoot arranged by or on behalf
of {company name} to create and otherwise capture
the Content, as may be set out in clause 2 of the
Key Terms.
“Supplemental Privacy Policy” means the privacy
policy set out in Schedule 2 of this Agreement.
“Talent” means the individual set out in the Key
Terms.
“Term” means the term of this Agreement as set out
in clause 1 of the Key Terms.
 “Terms of Service” means the Platform terms of
service (link) as may be updated from time to time
by {company name} or Affiliates from time to time.
1.2 Except to the extent that the context otherwise
requires, in this Agreement:
(a) Headings are for convenience only and shall be
ignored in construing the Agreement.
(b) The singular includes the plural and vice versa.
(c) A person includes a natural person, corporate
or unincorporated body (whether or not having
separate legal personality).
(d) A reference to a statute or statutory provision is
a reference to it as amended, extended or
re-enacted from time to time and a reference to
a statute or statutory provision shall include all
subordinate legislation made from time to time.
(e) References to clauses and Schedules are to
the clauses of, and the Schedules to, this
Agreement.
(f) Any words following “including”, “include”, or
any similar expression shall be construed as
illustrative and shall not limit the sense of the
words, the description, definition, phrase or
term preceding those terms.
(g) Any obligation on a party not to do something
includes an obligation not to allow that thing to
be done.
(h) Where the Talent is listed as two or more
individuals, Talent shall be jointly and severally
liable for all obligations under this Agreement.
2. Services
2.1 General. In consideration of the Fees, Talent shall
provide the Services in accordance with the terms of
this Agreement.
2.2 Co-operation. Without prejudice to the generality of
clause 2.1, Talent shall:
(a) co-operate fully with {UGC Agency name}, it
employees, production partners and any other
third party contributing to the Content; and
(b) work such hours as are necessary to perform
the Services, and in a competent manner to the
best of their skill and ability; and
(c) notify {UGC Agency name} in writing
immediately on becoming aware: (i) that the
Talent may be unable to perform the Services
in accordance with this Agreement (e.g. owing
to injury or ill health); and (ii) of any acts
committed (or allegedly committed) by the
Talent which might be detrimental to the
reputation of {company name} (including any
criminal convictions).
2.3 Content Requirements. If clause 2 of the Key Terms
sets out that Talent will create and deliver Content to
{UGC Agency name} (as opposed to attending a
Shoot arranged by or on behalf of {UGC Agency
name}– as to which see clause 2.5 below), Talent
shall create the Content in accordance with the Brief
and Content Requirements, and Talent shall deliver
the final Content to {UGC Agency name} on or
before the delivery date(s) set out in clause 2 of the
Key Terms in a format specified by {UGC Agency
name}
2.4 Content deficiencies/late delivery. Without prejudice
to {UGC Agency name} other rights and remedies
under this Agreement or otherwise at law, if the
Talent fails to create and/or Talent fails to deliver:
(a) Content that conforms to the Brief and/or
Content Requirements (in {UGC Agency
name}’s reasonable opinion), Talent shall
remedy any non-conformance (including,
where necessary, by re-creating Content) and
Talent shall re-submit the edited or new version
Content in accordance with clause 2.4(b)
below; and
(b) Content (including any edited or new version
Content pursuant to clause 2.4(a)) on or before
the delivery date(s) set out in the Key Terms,
Talent shall deliver the Content (including any
edited or new version Content pursuant to
clause 2.4(a)) as soon as reasonably
practicable and in any event within one (1)
Business Day of the applicable delivery date.
2.5 Shoot attendance. If clause 2 of the Key Terms sets
out that planned Shoot will take place at which
{company name} and/or its production partners will
make arrangements to livestream and/or film
Content, Talent shall:
(a) attend and take part in the Shoot; and
(b) comply with all Covid-19 and other health and
safety procedures notified by {company name}
to Talent in writing in advance of the Shoot.
2.6 Shoot non-attendance. Without prejudice to
{company name}’s other rights and remedies under
this Agreement or otherwise at law, if the Talent fails
to attend any planned Shoot for any reason
whatsoever, Talent shall attend and take part in a
rescheduled Shoot on a date to be agreed by
{company name} and TaleExclusivity. If clause 2 of
the Key Terms includes a requirement that Talent
does not provide endorsement services to certain
named {company name} competitors during the
Term and for a certain timeframe thereafter, Talent
shall comply with the same.
3. Licences
3.1 Grant. Talent hereby grants to {company name} and
its Affiliates an exclusive, fully paid and royalty-free
licence to use, publish, reproduce, transfer, import,
exercise rights, publicly distribute, communicate to
the public, make available, display or otherwise
exploit:
(a) the Content (including the right to edit, modify
and/or crop the Content, layer the Content with
text, audio or other images, translate (including
to dub with recordings in any language with
voices other than the Talent’s own), subtitle
and/or transcreate the Content, and/or combine
the Content with other footage); and
3.2 Content (including the Content, Talent’s Contribution
and Image, and any other materials provided by or
on behalf of the Talent (including by Lender), in each
case which are embodied within or otherwise
incorporated into the Content).Moral rights waiver.
Talent irrevocably and unconditionally waives (or if
not lawful, agrees not to assert against {UGC
Agency name}) the benefit of their moral rights
arising under Parts I and II of the CDPA and
performers' non-property rights arising under Part II
of the CDPA and any similar laws of any jurisdiction
in favour of {UGC Agency name}, it Affiliates, and its
and their assignees and successors in title, to any
copyright in the Contribution as embodied in the
Content.
3.3 Other waivers. Talent waives, to the extent permitted
by applicable law, any and all:
(a) rights of privacy or publicity Talent may
otherwise have in the Content;
(b) rights to edit or control the appearance of the
Content;
(c) rights the Talent may have to require {UGC
Agency name} to withdraw from circulation any
Content {UGC Agency name} or its Affiliates
have already published or otherwise made
available in accordance with this clause 3;
and/or
(d) rights to any fees, royalties or other payments
(other than the Fees) in connection with the
publication and/or distribution of any Content
by {UGC Agency name} or its Affiliates in
accordance with this clause 3.
3.4 Disclaimer. Talent acknowledges and agrees that:
(a) {UGC Agency name} cannot control the actions
of third parties and shall not be liable to Talent
for how third parties may interact with or make
use of the Content;
 (b) {UGC Agency name} shall not be liable for any
distortion or illusory effect resulting from the
publication or other display of the Image in
accordance with this Agreement; and
(c) {UGC Agency name} is in no way obliged to: (i)
make use of any of the rights granted by Talent
in this Agreement; (ii) publish and/or actively
promote the Content; and/or (iii) take down or
remove the Content published or otherwise
made available in accordance with the terms of
this Agreement.
3.5 Policies. Talent acknowledges and agrees that any
Content published on the Platform (including within
any Post(s) and/or Live(s)) are subject to the
Policies (including the licence provisions therein). In
the event of any conflict or ambiguity between the
Policies and this Agreement, the terms of this
Agreement shall prevail in relation to the subject
matter of this Agreement only.
4. Fees and Expenses
4.1 Fees. In consideration of the provision of Services
and grant of rights herein, {UGC Agency name} will
pay Talent into the Designated Bank Account the
Fees in accordance with payment schedule set out
in clause 3 of the Key Terms.
4.2 Expenses. {UGC Agency name} shall reimburse
Talent for expenses reasonably incurred by the
Talent in the provision of the Services provided that:
(a) Talent shall obtain the prior written approval of
{UGC Agency name} prior to the Talent
incurring any expenses;
(b) the amount of aggregate expenses is less than
or equal to the maximum set out in clause 3 of
the Key Terms; and
(c) Talent delivers any and all receipts for such
expenses.
4.3 Invoices. Each invoice for Services and/or approved
reimbursable expenses shall be supported by:
(a) an itemised description of the Services and
expense(s) claimed; and
(b) attached receipts, when such receipts are
reasonably available.
Unless otherwise set forth in the clause 3 of the Key
Terms, the associated payment shall be made within
thirty (30) days after {UGC Agency name} receipt of
an undisputed invoice accompanied by all required
documentation. Invoices and support documentation
shall be delivered to the email address(es) set out in
clause 5 of the Key Terms.
4.4 Taxes. The parties will work together to ascertain
whether Value Added Tax ("VAT") may be
chargeable by Talent and shall be payable at the
rate and in the manner prescribed by law. All other
taxes, duties, customs or similar charges shall be
the responsibility of Talent. If {UGC Agency name}
is required to deduct or withhold taxes from any
payments made to Talent and remit such taxes to
the local taxing jurisdiction, then {UGC Agency
name} shall have the right to withhold and remit
such Taxes and pay to Agency the remaining net
amount after the taxes have been withheld.
5. Representations and warranties
5.1 Representations and warranties. Talent represents
and warrants that:
(a) it has full right, title and authority to enter into
this Agreement;
(b) it has all consents, permissions and authority
required to enter into this Agreement, to grant
the rights herein, and to perform the obligations
herein; and
(c) the execution of this Agreement by the Talent,
the grant of the rights herein, and the
performance of the obligations herein, will not
breach or cause default of any contract or
agreement between the Talent and any third
party.
5.2 Warranties. Talent warrants that:
(a) the Content created, captured or otherwise
provided by or on behalf of the Talent (and the
Contribution therein) is the Talent’s original
creation;
(b) the Content created, captured or otherwise
provided by or on behalf of the Talent (and the
Contribution therein) will: (i) comply with all
Applicable Law; (ii) not include or promote any
material that is unlawful, obscene, defamatory,
libellous, threatening, pornographic, harassing,
offensive (including on grounds of race,
religion, gender, sexual orientation, disability,
nationality, family status, age or any other class
protected by law), misleading (including by
omission), unsafe, unjustifiably distressing,
disparaging of other products, services or
businesses, that encourages criminal activity or
violations of the IPR of others, or that identifies
any third person without their prior consent;
and (iii) not incorporate any material that
infringes IPR or any other rights of any third
party (including any right of confidentiality
and/or privacy); and
(c) the Talent has read the Supplemental Privacy
Policy, which informs the Talent how {UGC
Agency name} and its applicable Affiliate may
use the Talent’s personal data, and which
supplements the Privacy Policy.
6. Confidential Information; announcements
6.1 Confidentiality. Subject to clauses 6.2 and 6.3, each
party will treat as strictly confidential all Confidential
Information.
6.2 Permitted disclosures. Either Party may disclose
Confidential Information if and to the extent that:
(a) it is required by Applicable Law or by any
securities exchange or regulatory or
governmental body to which the Party is
subject;
(b) it is disclosed to the Affiliates, professional
advisers and/or auditors of that party (provided
that the disclosing party shall remain
responsible and liable for any breaches of this
Agreement caused by such entities or
individuals); or
(c) the other party has given prior written approval
to the disclosure (email being sufficient).
6.3 Announcements. Neither Party shall release any
press or public statements in relation to the
existence and/or subject matter of this Agreement
without the express prior written approval of the
other Party (email being sufficient).
6.4 Termination. Upon termination or expiry of this
Agreement or upon request, each Party will
promptly destroy or provide to the other Party all
items and copies containing such other Party’s
Confidential Information.
7. IR35
7.1 IR35. The Talent shall be responsible for deducting
and / or accounting to the appropriate tax authority
any VAT, corporation tax, income tax, national
insurance contributions, apprenticeship levy and all
other taxes, liabilities and duties due in respect of
sums payable by {UGC Agency name} to the Talent
in connection with this Agreement. The parties
acknowledge that the Services provided under this
Agreement may consist of an individual personally
performing, or an obligation to personally perform,
services for {UGC Agency name} for the purposes of
Chapters 8 and 10 of the Income Tax (Earnings and
Pensions) Act 2003 and the Social Security
Contributions (Intermediaries) Regulations 2000 as
amended from time to time (the “IR35 Rules”).
7.2 Co-operation. In the event that {UGC Agency name}
is obliged to determine whether the IR35 Rules
apply to this arrangement, then Talent will cooperate
 reasonably with {UGC Agency name} in the
exchange of information and assistance with any
other compliance obligations under the IR35 Rules.
8. Claims
8.1 If Talent breaches any of the obligations set out
under this Agreement, {UGC Agency name} may be
subject to potentially high liabilities, and will have
rights under law to seek to recover compensation
from Talent.
8.2 In the event of a claim that:
(a) the Content: (i) infringes the IPR or other rights
of any third party; or (ii) does not comply with
Applicable Law; or
(b) pursuant to the IR35 Rules or otherwise in
connection with any taxes for which Talent is
responsible in accordance with clause 4,
(each a “Claim”), {UGC Agency name} will
notify Talent of the Claim and, upon request,
provide reasonable assistance to the Talent.
The Talent shall not enter into any settlement
or compromise related thereto that contains an
admission on the part of {UGC Agency name}
or its Affiliates, or otherwise negatively impacts
{UGC Agency name} or its Affiliates in any
manner, without the prior written consent of
{UGC Agency name}. In the event the Talent
does not take any action with respect to a
Claim within ten (10) days of being notified by
{UGC Agency name}, {UGC Agency name} has
the right but not the obligation to assume
control of the Claim.
9. Limitation of Liability
9.1 NOTHING IN THIS AGREEMENT SHALL LIMIT OR
EXCLUDE EITHER PARTY’S LIABILITY FOR
DEATH OR PERSONAL INJURY RESULTING
FROM NEGLIGENCE, FOR FRAUD, WILFUL
MISCONDUCT, OR FOR ANY OTHER LIABILITY
WHICH CANNOT BE EXCLUDED BY APPLICABLE
LAW.
9.2 SUBJECT TO CLAUSE 9.1, NEITHER PARTY
SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT OR CONSEQUENTIAL LOSS,
INCLUDING LOST PROFITS, EVEN IF SUCH
PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.
9.3 SUBJECT TO CLAUSES 9.1 AND 9.2, IF TALENT:
(A) ACTS AS A PROFESSIONAL, IN NO EVENT
SHALL {UGC Agency name}’S TOTAL
AGGREGATE LIABILITY TO THE TALENT,
WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), BREACH OF STATUTORY DUTY
OR OTHERWISE, ARISING OUT OF OR
RELATING TO THIS AGREEMENT, EXCEED AN
AMOUNT EQUIVALENT TO THE FEES PAID AND
PAYABLE UNDER THIS AGREEMENT; OR (B)
ACTS AS A CONSUMER, {UGC Agency name}
SHALL ONLY BE LIABLE FOR DIRECT DAMAGES
UP TO THE AMOUNT OF THE FORESEEN OR
TYPICALLY FORESEEABLE DAMAGE.
10. Termination
10.1 {UGC Agency name} may terminate this Agreement:
(a) at any time for convenience with seven (7)
days’ written notice to the Talent;
(b) immediately on written notice if the Talent
materially breaches this Agreement; and
(c) immediately on written notice to the Talent if
the Talent commits any act which causes the
Talent, {UGC Agency name} and/or the
Platform into disrepute, contempt, scandal or
ridicule, or is (in {UGC Agency name}
reasonable opinion) otherwise substantially
prejudicial to the interests of {company
name},and the Platform.
10.2 In the event {UGC Agency name} terminates this
Agreement early pursuant to clause 10.1(b) or (c),
without prejudice to {UGC Agency name} other
rights and remedies, {UGC Agency name} shall be
entitled to withhold payment of any further Fees and
the Talent will return any and all Fees paid within
thirty (30) days of receipt by the Talent of an invoice
from {UGC Agency name}.
10.3 The expiry or termination of this Agreement shall be
without prejudice to any rights which have already
accrued under this Agreement prior to such expiry
or on termination.
11. Notices
All notices under this Agreement shall be in writing
and shall be deemed given when personally
delivered, or when sent by email to the email
address(es) set out in the clause 5 of the Key Terms
(or to such other address as such party last
provided to the other by written notice) provided that
an email bounce-back is not received within one (1)
hour.
12. Assignment
12.1 Subject to clause 12.2, this Agreement may not be
assigned, in whole or in part, by either party without
the prior written consent of the other party. Subject
to the foregoing, this Agreement shall be binding
upon and shall inure to the benefit of each Party and
its respective successors and assigns.
12.2 {UGC Agency name} shall be entitled to assign all
the rights granted to it under this Agreement to any
Affiliate.
13. Independent Contractor
This Agreement shall not make either party the
agent of the other, or create a partnership, joint
venture or similar relationship between the parties,
and neither party shall have the power to obligate or
bind the other party in any manner whatsoever. In all
respects, each party shall act at all times as an
independent contractor for all purposes of this
Agreement.
14. Governing Law and Jurisdiction
14.1 Except such mandatory rights Talent may benefit
from applicable consumer protection laws in the EU
Member State of which Talent is a resident, this
Agreement and any dispute or claim (including
non-contractual disputes or claims) arising out of or
in connection with it or its subject matter or formation
shall be governed by and construed in accordance
with the law of England and Wales.
14.2 If the parties cannot resolve any dispute between
them through informal discussion, each party agrees
that the courts of England and Wales shall have: (i)
If Talent acts as a professional: exclusive jurisdiction
to settle any dispute or claim (including
non-contractual disputes or claims) arising out of or
in connection with this Agreement or its subject
matter or formation; (ii) If Talent acts as a consumer,
non-exclusive jurisdiction to settle any dispute or
claim (including non-contractual disputes or claims)
arising out of or in connection with this Agreement or
its subject matter or formation However, nothing in
this Agreement shall prevent Talent from taking
action in the courts of and being subject to the laws
of Talent’s country of residence.
15. General
15.1 No changes or modifications or waivers to this
Agreement will be effective unless in writing and
signed by both parties.
15.2 In the event that any provision of this Agreement
shall be determined to be illegal or unenforceable,
that provision will be limited to the minimum extent
necessary so that this Agreement shall otherwise
remain in full force and effect.
15.3 A person who is not a party to this Agreement has
no rights under the Contracts (Rights of Third
 Parties) Act 1999 to enforce any term of this extinguishes all previous agreements, promises,
Agreement. assurances, warranties, representations and
15.4 This Agreement constitutes the entire agreement understandings between them, whether written or
between the parties and supersedes and oral, relating to its subject matter.
 Schedule 1 – Content Requirements

1.1 If clause 2 of the Key Terms sets out that Talent will create and deliver Content to {UGC Agency name}(as opposed
to attending a Shoot arranged by or on behalf of {UGC Agency name}), the Talent will comply with the following
requirements:
(a) Talent must create the Content in accordance with the Brief.
(b) Talent must not use or display any profanity or inappropriate visuals in the Content.
(c) Talent must ensure that the Content is suitable for audiences of thirteen (13) years of age and older.
(d) Talent must not make any pejorative statement about {company name} or the Platform.
 Schedule 2

Talent Agreement Privacy Policy

Basic information

Controller {Company Name} and {UGC Agency name} as joint controllers

Purpose For use on {company name} platform advertising and content promotion.

Legal basis Contractual necessity

Addressees We may share your personal data with third parties (controllers and processors) which
may be located outside of the UK and EEA

Rights Access, rectification, erasure, restriction, portability, object, not to being subject to
automated individual decision-making, including profiling

Additional You can find additional information and more details on how we process your personal
information data on the {company name} Platform by accessing our Privacy Policy here:
link

This Talent Agreement Privacy Policy sets out the basis on which your personal data will be processed if you enter into
the Talent Agreement with us. This Talent Agreement Privacy Policy is supplemental to the Privacy Policy of the
{company name} Platform link, which fully explains how we use your personal data on the {company name} Platform. We
suggest that you download and save a copy of these terms for your future reference.

For the purposes of data protection law (General Data Protection Regulation (“GDPR”) and {company name} (together
“we”, “our” or “us”) are joint controllers of your personal data.

1. The types of personal data we use.

If you enter into the Talent Agreement with us, we will process the following information about you: your videos, your
name, your unique user name, your image, likeness, voice, appearance, any statements or other personal data included
in your Content, (where required) the date and time of your post, the IP-address used for uploading your videos,
communication information submitted in connection with your videos including comments and "likes", and (where
necessary) the time, metadata and content of all of your direct communications with us, as well as your contact details
and payment data. This is on the basis of the contract between you and us when you agree to the Talent Agreement.

We collect this information via this Talent Agreement or your {company name} profile. If you are under 18 years old, we
may need to collect personal data on the parent/tutor/guardian, such as full name, ID card number, signature and phone
number.

2. Purposes of Processing and Legal Basis

In connection with the Talent Agreement, we process your personal data referred to above for the purposes of: (i) running
the Content Cooperation; (ii) promoting the Products of the Advertiser; (iii) protecting the rights granted to us by you; and
(iv) making payments due to you, in line with our rights and obligations under the Talent Agreement.

The corresponding legal basis for this processing is that it is necessary for the performance of a contract to which you
are a party, namely, the Talent Agreement (conclusion, management and follow-up of our contract with you, Art 6 (1) b)
GDPR).

3. Who do we share your personal data with?

We may publish your personal data on our platforms and websites and those of third parties we engage with, and share
your personal data with the following categories of recipients below (who may also process your data):
● Our group companies' websites and platforms;
● Third party social media platforms, such as Instagram and Facebook;
● Advertising and media agencies, broadcast media and electronic media, including all forms of television
broadcast and electronic billboards, static billboards;
● Print media, including newspapers, magazines, physical event space media, flyers, posters, print billboards, and
other hard copy materials; and
● Influencers and advertisers we work with directly, including the Advertiser where it is a third party.

We do not allow our third-party service providers to use your personal data for their own purposes and only permit them
to process your personal data for specified purposes and in accordance with our instructions.

4. Where we store your personal data

The personal data that we collect from you will be transferred to and stored at a destination outside of the UK and
European Economic Area ("EEA"). Where we transfer your personal data to countries outside the UK and EEA, we do so
using adequate safeguards under the Commission’s model contracts for the transfer of personal data to third countries
(i.e. standard contractual clauses) pursuant to 2004/915/EC or 2010/87/EU (as appropriate).

5. Your Rights
If you are based in the UK or the EEA, you have certain rights in respect of your personal data. In certain circumstances,
you have the right to:
(i) access a copy of your personal data;
(ii) request rectification of your personal data;
(iii) request that we restrict certain processing operations;
(iv) the right to data portability (where there is automated processing necessary for the performance of a
contract);
(v) the right to withdraw consent (where processing is based on consent);
(vi) the right not to be subject to automated decisions, including profiling; and
(vii) the right to object to processing;
(viii) the right to lodge complaints before the appropriate data protection regulator.
Please see the {company name} Platform Privacy Policy at link for a more detailed description of these rights. Before we
can respond to a request to exercise one or more of the rights listed above, you may be required to verify your identity or
your account details.

Please send an email to email if you would like to exercise any of your rights or if you have any questions relating to your
personal data.

6. How long do we keep your personal data?

We retain your data for as long as it is necessary to promote your Content, the Products for the Advertiser, and/or our
brand in accordance with the Talent Agreement. However, there may be occasions where we keep this data for longer in
accordance with our legal obligations or where it is necessary for the establishment, exercise or defence of legal claims.

7. Contact
If you have questions or complaints, regarding this policy or if you wish to contact our Data Protection Officer, you can
do so by emailing email, or at the following postal address:
{address}
If contacting us does not resolve your complaint, you have the right to complain to your local data protection supervisory
authority.