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THE MEDIA & BUSINESS
CONTRACTS HANDBOOK
THE MEDIA & BUSINESS
CONTRACTS HANDBOOK
(Sixth Edition)
by
DEBORAH FOSBROOK BA (HONS)

Barrister of Gray’s Inn
Co-author of The A–Z of Contract Clauses
and
ADRIAN C LAING LL.B (EXON)

Legal and commercial consultant
Co-author of The A–Z of Contract Clauses
BLOOMSBURY PROFESSIONAL
Bloomsbury Publishing Plc
41–43 Boltro Road, Haywards Heath, RH16 1BJ, UK
BLOOMSBURY and the Diana logo are trademarks of Bloomsbury Publishing Plc
Volume I First Edition 1989
Volume II First Edition 1990
Second Edition 2001
Third Edition 2006
Fourth Edition 2009
Fifth Edition published by Bloomsbury Professional 2014
Sixth Edition published by Bloomsbury Professional 2020
© Deborah Fosbrook and Adrian C Laing 1989–2020
This book is purchased subject to the ‘Terms of Use’ as stated at the back of the book
Moral Rights
Deborah Fosbrook and Adrian C Laing are the authors and copyright owners of The Media and
Business Contracts Handbook in all media throughout the world and universe. We assert our
legal and moral rights to be clearly and prominently identified as the authors of the work as:
Deborah Fosbrook and Adrian C Laing.
Subject to the Terms of Use no part of this book and/or the electronic files may be reproduced,
transmitted and/or exploited in any media by any means and/or stored in any retrieval system
of any nature without the express prior written permission of the publishers and the authors.
This book and the electronic files are excluded works and no licence has been granted to the
Copyright Licensing Agency or any other trade and/or industry organisation in any form by the
authors and/or the publishers in respect of photocopying and/or reproduction of extracts in
other published works and/or any other use. No licence is granted to sell and/or supply sample
clauses and/or agreements based on this book and/or the electronic files by any person and/
or from any business, legal advisory website, app, and/or otherwise on the internet. There is
no permission granted to load and/or store this book and/or the electronic files for multiple use
by persons at a business. You are advised to contact the authors and the publishers to seek
written consent for any other purpose.
Disclaimer
Neither the publishers nor the authors accept any responsibility and/or liability for any errors,
omissions, costs, expenses, losses, damages and/or any legal and/or other consequences
that may arise directly and/or indirectly as a result of the use and/or adaptation of any of the
contents of the book and/or the electronic files at any time. You are at all times advised to
seek independent and specialist legal advice before entering into any agreement whether
containing a clause within this book and/or the electronic files and/or otherwise. Any use and/or
reliance on this book and/or the electronic files is entirely at your own risk and cost.
All UK Government legislation and other public sector information used in the work is Crown
Copyright ©. All House of Lords and House of Commons information used in the work is
Parliamentary Copyright ©. This information is reused under the terms of the Open Government
Licence v3.0 (http://www.nationalarchives.gov.uk/doc/open-government-licence/version/3)
except where otherwise stated.
All Eur-lex material used in the work is © European Union, http://eur-lex.europa.eu/, 1998–2020.
British Library Cataloguing-in-Publication Data

ISBN: PB: 978-1-52651-545-2
ePub: 978-1-52651-546-9
ePDF: 978-1-52651-547-6
Typeset by Evolution Design & Digital Ltd (Kent)
To find out more about our authors and books visit

www.bloomsburyprofessional.com. Here you will find extracts, author information,
details of forthcoming events and the option to sign up for our newsletters
With love to Katie, David, William,
George, Peter and Charlotte
DOWNLOADABLE PRECEDENTS
The precedents and commentary for this edition are available to download
electronically from https://bloomsburyprofessionallaw.com/mbcontracts.
They are password-protected and the password is BF63HB.
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For the Terms of Use for this Data, please see pp 867–869.
CONTENTS
INTRODUCTION1
CONTRACTS AND COMMENTARIES: Page(s)
Apps/Digital
1 App Development Agreement 7
2 App Purchase Agreement with Profit Share 19
3 Data and Digital Marketing Campaign Agreement 27
4 Digital Rights (Publishing) Agreement 41
Website/Internet/Social Media
5 YouTube Contributor Deal 55
6 Website Standard Terms and Conditions 59
7 Website Commissioning Agreement 67
8 Product Supply Agreement for Online Purchasing 79
9 Freelance Contributor’s Agreement for Website Design 93
10 Blog Contributor Agreement 101
11 Agreement between Website Owner and Contributor for
Personal Interactive Website 107
12 Buy-out of Images/Photos for Instagram 117
13 Interview Agreement for All Media 121
14 Podcast Agreement 129
General Business and Commerce

15 Brand Collaboration Agreement (‘BCA’) 135
16 Heads of Agreement: ‘BCA’/Entrepreneur 145
17 Binding Determination of Dispute: Terms of Reference 149
18 Asset Purchase Agreement 155
19 A Foundation Shareholders’ Agreement (‘FSA’) 173
20 Joint Venture Agreement: (Royalty-Based) ‘JVA’ 183
21 Heads of Agreement for Entrepreneurs: Pre-JVA 191
22 General Out-Sourcing (B2B) Agreement 197
23 Trade Mark User Licence Agreement 207
24 Termination Agreement 213
25 General Terms and Conditions of Supply 221
26 General Terms and Conditions of Purchase 229
27 All Media Buy-out of a Work 237
vii
Contents
Publishing Agreements
28 Publishing Agreement between Publisher and Author 247
29 Translation Agreement 267
30 Packaging Agreement: Profit Share 275
31 Ghost-Writer’s Agreement 287
32 Collaboration Agreement between a Writer and an Illustrator 297
33 Serialisation of a Book 305
34 Novation 313
35 International Distribution Agreement 319
Agency
36 Appointment of a Merchandising Agent 327
37 Agreement between an Agent and an Actor 335
38 Agreement between Professional Sportsperson and
Manager/Agent345
39 Agreement between a Celebrity and an Agent 359
40 Agreement between a Literary Agency and an Author 369
Employment, Contracts for Services and Confidentiality

41 Contract of Employment for Executive Board Director 375
42 Compromise Agreement 393
43 B2B Confidentiality Agreement 401
44 General Contract for Services 407
45 Zero Hour Engagement Agreement 415
46 Film Director Agreement 419
47 Agreement between Consultant and Production Company 429
48 Agreement between On-Screen Contributor and Production
Company435
49 Presenter’s Agreement for Series with Profit Share 443
Sponsorship and Image Rights

50 Image Rights Agreement 453
51 Sponsorship Agreement between Sponsor and Professional
Sportsperson465
52 Sponsorship of a Television Series 475
53 Sponsorship Agreement with a Sports Association for a Televised
Championship Event 485
54 Sponsorship of a Music/Arts Festival 499
Advertising, Promotion, Product Placement

55 General Advertising/Promotion Agreement 509
56 Agreement between Celebrity and Company for Advertising
Campaign521
57 Product Placement in a Television Programme 533
viii
Contents
58 Promotional Use of a Company’s Logo 543

59 Advertisement for Broadcast Agreement 553
60 Production and Buy-Out of an Advertisement for Broadcast 563
61 Agreement between Organisers and Promoters of an Event 575
Film and Television Production

62 Pre-Production Option to Acquire an Exclusive Licence in an
Author’s Work587
63 Purchase Agreement: Film Based on Book 593
64 Buy-Out of All Rights in a Completed Film 607
65 Buy-Out of All Rights in Original Format 613
66 Exclusive Licence between Author and Production Company for a
Series Based on the Author’s Work 619
67 Exclusive Licence to Broadcast a Film 629
68 Commissioning of a Pilot for a Television Series 637
69 Commissioning of a Film for Broadcast with Partial Assignment 645
70 Commissioning of a Series for All Media Worldwide Exploitation 657
71 Commissioning of a Series for Limited Worldwide Exploitation 667
72 Commissioning and Complete Buy-Out of All Rights in a Music
Promo/Download677
73 Appointment of a Film Distributor for Non-Theatric Rights 685
74 Pre-Sale of a Film for Non-Theatric Distribution 695
75 Exclusive Licence for the Use of Original Format 703
Exploitation of Characters, Designs, Artwork, Photographs and

Three Dimensional Works
76 Exclusive Licence for Series Based on a Group of Characters 713
77 Licence Agreement with Distributor for use of a Character for a
Specific Product 723
78 Exclusive Licence for Exploitation of a Board Game 733
79 Commissioning of a Collection of Three-Dimensional Works 745
80 Exclusive Agreement for Reproduction of Original Designs 755
81 Commissioning of Series of Photographs/Images (with Full
Assignment)765
Short-form Agreement, Letters and Competition Rules

82 Short Form Buy-Out 773
83 Short Form Banner Advertising Agreement 779
84 Addendum 783
85 Narrow Sub-licence 785
86 Short Form Non-Disclosure Agreement (‘NDA’) 791
87 Permission Form for Internet Distribution 795
88 Client Care Letter/Terms of Engagement 799
89 Data Protection/GDPR Subject Access Request (‘SAR’) 807
ix
Contents
90 Freedom of Information Request 809

91 Laboratory Access Letter 811
92 Location Access Letter 813
93 General Release Form 817
94 Short Form Employment Letter Agreement 821
95 Employee Reference Letter 825
96 Letter of Complaint: Defamation on the Internet 827
97 Competition and Prize Draw Rules 831
Specific Clause Meanings 839
Codes of Practice and Guidelines 849
Legal, Commercial and Business Internet Directory 855
Terms of Use 867
x
INTRODUCTION
The first slim volume of Media Contracts was published in 1989. Such was
the clear demand for ready-to-use media-based precedents, that a second
volume was published in 1990. A second edition of Media Contracts was
published in 2001, which combined both volumes with internet-related
agreements. A third edition followed in 2006 expanding the work into business
and commercial areas including, in particular, employment contracts. The
fourth edition, published in 2009, continued with the expansion of the broad
nature of the contracts, letters and other related material into areas outside
the relatively strict confines of ‘media’ and into more business-to-business
areas, and for that reason the title was revised to ‘The Media and Business
Contracts Handbook’. A fifth edition, published in 2014, was expanded
considerably with a number of new agreements and restructured to reflect
the shifting emphasis towards digital and business-to-business models.
This 6th edition of The Media and Business Contracts Handbook revises
and updates the 5th edition and incorporates 10 new agreements to bring
the work more closely into alignment with current practices and legal
developments.
The 10 new contracts by reference to this edition are:
• Short form NDA (non-disclosure agreement) (Contract 86);
• Zero Hour Engagement Agreement (Contract 46);
• Brand Collaboration Agreement (Contract 15);
• Heads of Agreement for Brand Collaboration Agreement (Contract

16);
• YouTube Contributor Deal (Contract 5);
• Buy-Out of Images / Photos for Instagram (Contract 12);
• Interview Agreement for All Media (Contract 13);
• Heads of Agreement for Entrepreneurs: Pre-Joint Venture (Contract 21);
• Addendum / Variation (Contract 84);
• Narrow Sub-Licence (Contract 85).
In addition, the structure of the new edition has evolved in line with the
revised contents as follows:
1
INTRODUCTION
• Apps/digital;
• Website/internet/social media;
• General business and commerce;
• Publishing agreements;
• Agency;
• Employment, contracts for services, confidentiality;
• Sponsorship and image rights;
• Advertising, promotion, product placement;
• Film and television production;
• Exploitation of characters, designs, artwork, photographs and three-
dimensional works;
• Short form agreements, letters and competition rules;
• Specific clause meanings;
• Codes of Practice and guidelines;
• Legal, commercial and business internet directory.
The effect of Brexit is of course on-going, as shall be the case for some
time. In that context the drafting issues addressed include not only the
relevant prevailing jurisdiction of an agreement but the territorial scope of
its intended aim.
Technological and culture advancements impact the new edition of this
work in a number of ways particularly in the context of film production
(Contracts 62–75) where account is taken of the continuing evolution of the
term ‘broadcast’ to include the wireless transmission and delivery of images,
content, sounds and data to all manner of devices. It also presumes the
continuing ‘blurring’ of the concepts of a ‘phone’, a computer or a ‘tablet’ or
even a ‘watch’ as the increasing sophistication of all devices races towards
seamless access to music, sounds, images, data collection and analysis
integrating a wide variety of devices for myriad purposes.
The previously entitled ‘Checklist’ section has been expanded and
broadened under the new heading ‘Specific clause meanings’ which can
be used not only as checklist reference source but also as a stand-alone
narrative and analysis addressing 20 commonly used terms within the
contracts from ‘Assertion’ to ‘Warranty’.
It has been a consistent challenge of ours over the years to avoid, where
reasonably possible, reference to specific acts of Parliament and secondary
2
INTRODUCTION
legislation because a contract should be drafted widely enough to cover

detailed changes in the law over a relatively long period of time. However
this edition, as with previous editions, departs from this general rule in a
number of areas. For example, the Compromise Agreement (Contract 42) is
deliberately very detailed and specific with respect to legislation, referring in
one single clause to over 20 UK Acts of Parliament, and Statutory Instruments.
In the Letters section, the Data Protection / GDPR Subject Access Request
and the Freedom of Information Act request are, by their nature, tied in
closely to the relevant Acts of Parliament upon which the requests are based
(eg the Data Protection Act of 2018) and, in addition, to the still relevant EU
regulations such as the ‘General Data Protection Regulation’ of 2018.
Contract 96 (Complaint Letter to a Website Operator) concerning
defamatory material is necessarily closely tied into the Defamation Act
2013 and the important detail in the Defamation (Operators of Websites)
Regulations 2013.
In other contexts reference to specific legislation is helpful, for example,
the Standard Website Terms and Conditions (Contract 6), should be read
against the background of the Consumer Protection (Distance Selling)
Regulations 2000, SI 2000/2334, as amended.
Statutory Instrument 2003/3319, The Conduct of Employment Agencies and
Employment Businesses Regulations 2003, may, as case law develops,
affect significantly all types of agency-related contracts (see Contracts
36–40 inclusive), but in the meantime, as far as this work is concerned, is
only used to ensure that a literary agent pays an author within 10 working
days of the receipt of money on behalf of an author.
The Commentaries are intended to provide an important component of the
work and a forum in which to make references to specific laws and practices,
and should be read in conjunction with each contract as both a summary
and guide to the basic dynamics of the contracts.
USING THIS BOOK

As with previous editions, The Media and Business Contract Handbook has
a number of functions:
1 As a starting point and framework for an agreement

Often the most difficult move in contract negotiation is the circulation of the
first draft of the proposed written agreement between the parties. If the draft
is intended – genuinely and in good faith – to be the basis for a negotiated
agreement, then a clearly understandable draft is likely to steer the parties
towards agreement and not frighten the other side off.
3
INTRODUCTION
Each contract in this work can be used as a starting point and subsequently
adapted for particular circumstances. We often find that even the structure
and general content of an agreement can be of great assistance to an
individual who is initially faced with a blank screen and a tight deadline.
Our accompanying title, The A–Z of Contracts Clauses, has been drafted on
the basis that a wide range of potentially alternative and new clauses is very
helpful during the course of negotiation.
2 To compare and analyse with another contract

It is fairly common practice for a contract to be issued by one party to another
reflecting a particular in-house style and policies. Often such contracts are
simply not open to negotiation. It is acknowledged, for example, that dealing
with certain parties, particularly Apple, Amazon and Google, will result in a
‘take or leave it’ set of complex terms being presented.
In such circumstances the chances of persuading the other party to use
your agreement are likely to range from slim to zero, but by comparing their
contract to one in this book you may quickly realise why their contracts are
non-negotiable and make an informed – often difficult and carefully balanced
– decision as to whether you should, or should not, ‘take it’ or ‘leave it’.
3 As a background guide and training tool

We have been pleasantly surprised at the number of law firms, media
organisations and academic organisations around the world who use The
Media and Business Contracts Handbook and The A–Z of Contract Clauses
as a background guide to media-related practices and for staff training
purposes.
4 As a reference tool for websites and trade codes of practice

Codes of Practice and/or guidelines are widely issued by a large number
and variety of companies, bodies and institutions. So when you are
negotiating and drafting a contract it is always worth checking whether there
are any Codes or guidelines which may either affect the subject matter, or
the method to be used or the standards which have to be attained. This
work is not intended to contain a definitive list of all Codes of Practice and
Guidelines, but merely as a useful additional reference section. In addition,
the website references in the Directory are intended as a reference guide to
other sources of information on the internet.
5 Commentaries as Guides
The Commentaries can be read as a guide to the intended aims of any
specific contract, and provide a convenient and fast route to understanding
4
INTRODUCTION
the essential nature and dynamics of the agreement in both a legal and
commercial context. This edition contains a large number of references to
specific legislation which are pertinent to the agreement in hand.
6 Checklist and analysis of issues

In addition to the contracts themselves, this edition contains a ‘Specific
Clause Meanings’ section, which not only provides an analysis of certain
terms and clause headings but acts as a checklist of clauses. You can use
both the contracts themselves and this section to ensure that you have
covered important issues that you otherwise might have missed.
Our sister publication, The A–Z of Contract Clauses, is also intended to be of
assistance in this respect as you might wish to check not only the presence
of a particular clause but ensure that the one you are using is the most
appropriate for your particular circumstances.
7 Achieve a clearer understanding

The fundamental purpose of a written contract should be to clarify, in
accessible language, the understanding that has been reached between
the parties. Our aim has also been to both construct the contract in a
logical format and draft the terms in language that both parties can easily
understand and put into practice.
This 6th edition of The Media and Business Contracts Handbook has
evolved over 30 years to meet as closely as possible the precise needs
of those who use the book. We know from our professional experience
that contract drafting and the negotiation process can be challenging and
difficult tasks, but we do hope that this work will assist you in what can be a
very demanding yet dynamic and rewarding enterprise in an exciting time of
ferocious and unremitting technological, political, legal and cultural change.
5
APP DEVELOPMENT AGREEMENT
AN AGREEMENT dated this [______] day of [______] [______]

BETWEEN:
(1) The App Developer (‘the Developer’) of [address of business or
registered office];
AND
(2) The Commissioning Party (‘the Proprietor’) of [address of business or
registered office].
WHEREAS:
(A) The App Developer has recognised experience and a track record in
developing original ideas and concepts for apps for businesses to the
stage they can be made freely available for world-wide dissemination
on a multi-platform basis for corporate promotional purposes.
(B) The Proprietor wishes to engage the services of the Developer
to assist in the design, development, technical configuration and
implementation of a fully functional app dedicated to and consistent
with the Proprietor’s instructions, requirements and business purposes
within an agreed timescale and for agreed, scheduled costs.
(C) The Parties acknowledge that this Agreement is intended to progress
the development of the App to the stage where it is made freely
available on a wide variety of multi-platforms including but not limited
to mainstream App Stores.
IT IS AGREED as follows:
1 DEFINITIONS
The words below shall be afforded the following meanings:
1.1 ‘The App’ shall mean an app provisionally entitled and briefly described
in narrative form in Schedule 1 to this Agreement.
1.2 ‘App Store’ shall include all online portals or electronic sources
from which an app whether free or paid for may be accessed and
downloaded and whether such sources are run or controlled by Apple,
Google, Amazon or any other provider of apps.
7
1 APP DEVELOPMENT AGREEMENT
1.3 ‘The App Budget’ shall mean the total expenditure (excluding only
value added tax) to be paid by the Proprietor to the Developer in
accordance with the terms of this Agreement as specified and detailed
in the Payment and Critical Path Schedule, which is attached to and
forms part of this Agreement.
1.4 ‘Payment and Critical Path Schedule’ shall mean Schedule 2, which
sets out the dates by which specific stages are required to be reached
prior to payments being made by the Proprietor to the Developer
and also which sets out clearly the critical stage posts and points of
progress which the Parties agree are necessary to progress the App
to its finished and freely downloadable status and shall include details
of all registration fees payable to third parties in furtherance of this
Agreement.
1.5 ‘Material’ shall mean any and all materials of any nature whether
comprising text, images, whether visual or subliminal internal or
external, whether a graphics interchange format or joint photographics
export group or portable network graphics, photographs, drawings,
plans, sketches, electronically-generated material, sounds, sound
effects, music, logos, trade marks, design rights, background, banners,
bookmarks, borders, tables, captions, characters, clip art, cartoons,
computer-generated art, maps, image map links, common gateway
interface script, data, domain names, footnotes, headings, hypertext,
video, and the combination of any or all such elements, software, and
information.
1.6 ‘Product Specification’ shall mean the detailed technical commercial
and marketing requirements of the Proprietor in respect of the App as
specified under Schedule 3 to this Agreement.
1.7 ‘Proposal’ shall mean the detailed report in writing of the Developer
provided to the Proprietor which gives details of:
1.7.1 the technical nature of the work to be provided by the
Developer for the payments to be made under the terms of
this Agreement;
1.7.2 a mock example of the finished App showing the principal
components and functional image, text, sound and touch
screen interface and links;
1.7.3 a full breakdown of the cost and personnel involved;
1.7.4 the layout and functioning of the promotional screen shot and
other elements of the App;
1.7.5 the Payment and Critical Path Schedule relating to staged
completion of the Work;
8
1.7.6 details of any copyright, and all other rights of any nature which
must be cleared and/or paid for relating to the App which it is
proposed to include when it is fully functional; and
1.7.7 such other details particular to the App which in the
Developer’s view is important for the Proprietor to recognise
and understand prior to this Agreement being signed.
1.8 ‘Launch Date’ shall mean the date by which the App is intended to
be fully functional and ready for access to be freely downloaded by
members of the public.
1.9 ‘Support Services’ shall mean such services as are agreed between
the Parties and specified under Schedule 4, which detail the nature
and cost of any post-Launch Date services to be provided by the
Developer to the Proprietor.
1.10 ‘Third Party Technical Specifications’ shall mean all manner of
dedicated and tailored software programming specifications as
are needed by third parties including but not limited to an Android
Application Packaging File (‘APK’) for Google and a Software
Development Kit (‘SDK’) for Apple to enable the App to function in any
App Store.
2 ENGAGEMENT OF THE DEVELOPER

2.1 In consideration of the mutual promises and representations made by
one Party to the other under this Agreement including the payments
agreed to be made by the Proprietor to the Developer, the Proprietor
agrees to engage the non-exclusive services of the Developer to
design develop and deliver the App in accordance with the terms of
this Agreement.
2.2 In consideration of the mutual promises and representations made by
one Party to the other under this Agreement including the payments
agreed to be made by the Proprietor to the Developer, the Developer
agrees to complete the process of the App being made available to
the public on a free-to-use basis in accordance with the terms of this
Agreement on or before the Launch Date.
3 FUNDAMENTAL OBJECTIVE
3.1 The Parties agree and confirm that the fundamental objective of this
Agreement is for the Developer to develop the Proprietor’s original idea
for a high-quality promotional, freely downloadable app, to be made
available as an app accessed on a multi-platform basis.
9
3.2 The Proprietor is relying on and paying the Developer to both develop
the App and to adapt and reconfigure the app as is required by the
specific technical requirements of major app providers including but
not limited to Google Android, Apple and Amazon from their App
Stores howsoever called from time to time.
4 COPYRIGHT
4.1 The source code created in furtherance of this Agreement shall belong
to the Proprietor, subject to the terms of this Agreement.
4.2 All copyright and any other intellectual property rights in the App
including the look and feel of the App and all the Material defined in
Clause 1.5 in respect of the App shall at all times be vested in and
belong to or be under the control of the Proprietor.
4.3 This Agreement shall take effect as a non-exclusive licence from the
Proprietor to the Developer to enable and authorise the Developer to
secure access to major app providers on their standard terms including
the payment of unavoidable registration fees provided at all times such
terms do not require an assignment of copyright in any of the Materials.
4.4 The Developer shall not acquire any rights or interest in the App of any
nature except as specified under the terms of this Agreement; nor shall
the Developer be entitled at any time to review, register, and/or claim
any rights, interest or equity in a domain name or registered trade mark
specifically relating to the App, or any Material which has been created
or developed for the purpose of the Proprietor’s App under the terms of
this Agreement.
4.5 The Developer waives all moral rights in respect of Clause 4.4 both
to the Proprietor and any licensees and in respect of any successors
in title. The Developer agrees that it shall not be entitled to any credit,
notice, acknowledgement or otherwise in respect of the App or any
subsequent development thereof unless such acknowledgement is
specifically agreed in writing with the Proprietor.
5 OBLIGATIONS OF THE PROPRIETOR

5.1 The Proprietor shall make such payments as are agreed under this
Agreement in accordance with the Payment and Critical Path Schedule
subject to the completion of the required work to a satisfactory standard
to the Developer within [14] days of receipt of a VAT invoice.
5.2 Further, the Proprietor agrees to make such payments to the Developer
as may be agreed in accordance with the Support Services under
10
Schedule 4 if such services are additionally agreed between the

Parties.
5.3 The Proprietor shall provide such resource material and assistance to
the Developer as is reasonably required for the proper performance of
this Agreement and the fulfilment of the Developer’s obligations.
5.4 The Proprietor warrants that it has full power and authority to enter into
and perform its obligations under this Agreement and is not bound by
any previous agreement which adversely affects this Agreement.
5.5 The Proprietor confirms that any and all rights in any resource material
supplied to the Developer under this Agreement shall be owned or
controlled by the Proprietor unless expressly stated to belong to a third
party.
5.6 The Proprietor shall endeavour to ensure that all such approvals as may
be required by the Developer under this Agreement shall be carried out
in as timely a manner as possible. The Parties shall operate by allowing
each other at least seven working days to respond to any request.
5.7 Unless there is an agreement in writing to the contrary, the Proprietor
confirms that the Developer shall not be responsible for the acts or
omissions of any third party to which the App is associated, whether
by linking or through hyperlinks.
5.8 The Proprietor agrees that it shall be responsible for all copyright and
other fees due to third parties arising from the operation of the App
from the Launch Date for the Material. Prior to that date the cost of any
copyright and other fees for such Material shall have been included
in the report of the Developer and included in the total cost of the
Payment and Critical Path Schedule.
5.9 The Proprietor agrees that all agreements to be negotiated with third
parties for the App by the Developer on behalf of the Proprietor shall
be subject to the prior approval of the Proprietor.
6 OBLIGATIONS OF THE DEVELOPER

6.1 The Developer shall perform its obligations under this Agreement to
the best of its skill and ability and shall maintain such high standards
as are reasonably expected by the Proprietor to create a fully functional
App for the Proprietor’s commercial and marketing purposes on or
before the Launch Date.
6.2 The Developer confirms and undertakes that it will not directly or
indirectly seek to register or exploit the App name as a registered
domain name or trade mark.
11
6.3 The Developer shall at all times employ suitably qualified and
experienced staff (whether full-time, temporary or freelance) who are
able to contribute to the successful completion of the obligations under
this Agreement.
6.4 The Developer agrees not to charge any fees to the Proprietor other
than the App Budget.
6.5 The Developer confirms that it has full power and authority to enter into
this Agreement and is not bound by any previous agreement which
adversely affects this Agreement.
6.6 The Developer warrants that the entire product of its services shall be
original and that the performance of the obligations by the Developer
under this Agreement shall not contravene any rights of any third party
and that where the Material to be included in the App is not the original
Work of the Developer that it shall be set out in detail in the report
specifying the type of material, the name of the third party contributor,
the nature of their rights and the expected cost for both pre-launch and
post-launch of the App.
6.7 The Developer confirms and warrants that the App shall be fully
compliant and consistent with the Product Specification in Schedule 3.
6.8 The Developer shall use its best endeavours to ensure that the App
is completed to a high standard, and is fully operational by the
Proprietor in accordance with the Proposal costing no more than the
App Budget consistent with the time-scale stated in the Payment
Schedule.
6.9 The Developer agrees to provide such Support Services as is specified

in Schedule 4 to this Agreement for [two] years at the sums stated and
thereafter on terms to be agreed between the Parties. In the event
that the Parties cannot agree terms after the first [two] years then the
Proprietor may use any third party to provide such services.
6.10 The Developer acknowledges that the Proprietor shall not be obliged
to set up and/or exploit and/or use the App.
6.11 The Developer acknowledges that the Proprietor may decide at any
time not to use the service of the Developer subject to payment in full
of the sums set out in the Payment and Critical Path Schedule.
6.12 The Developer agrees that the Proprietor may at any time engage any
other third party at its sole discretion to carry out work on the App or
any other internet / online project for the Proprietor. This shall include
the right of the Proprietor to use any third party to provide Support
Services at any time.
12
7 TIME OF THE ESSENCE

7.1 Both Parties agree that all times, dates, and deadlines referred to in
this Agreement shall be of the essence of the Agreement unless the
Parties agree otherwise in writing.
8 MUTUAL INDEMNITY
8.1 The Proprietor and the Developer mutually undertake to indemnify the
other against all claims, liabilities, demands, actions, costs, damages
or reasonably foreseeable loss arising directly out of any breach by the
defaulting Party under the terms of this Agreement.
8.2 In the event of any claim, dispute, action, writ, summons, Letter
Before Action or formal documentation indicating or threatening legal
proceedings of any nature, in connection with Clause 8.1 above,
the Parties agree to notify the other Party as soon as is reasonably
practicable and to provide full access to all records or documentation
relating thereto. Neither Party shall incur any costs of any nature, whether
legal or otherwise, which they intend to seek to claim back under the
indemnity without first obtaining the prior written approval of the other
Party and such approval is not to be unreasonably withheld or delayed.
8.3 In the event that for any reason one Party refuses to co-operate or
disclose information the Party threatened shall after [seven] days be
entitled to incur reasonable costs which it shall seek to claim under the
indemnity provisions of this Agreement, provided that it shall keep the
other Party informed by a monthly report of the steps taken.
9 LEGAL PROCEEDINGS
9.1 In the event that any legal proceedings are commenced by any third
party against either the Developer and/or the Proprietor in respect of
the Proposal or the App or some other matter relating to this Agreement
then written notice of such claim shall immediately be given to the
other Party. Each Party agrees to provide such assistance as may
reasonably be required in order to settle or defend such proceedings.
9.2 Each Party shall bear its own legal costs and both agree to consult with
each other in good faith before settling any claim.
9.3 Where any action relates to work requested by the Proprietor for the
App then the Proprietor agrees to act on behalf of the Proprietor and the
Developer and shall pay all legal costs relating thereto. The Developer
agrees to act on the advice of the Proprietor and shall execute all such
documents as may be necessary.
13
10 RIGHTS OF THIRD PARTIES

10.1 Any individual, legal body, corporation, common law or limited liability
partnership or otherwise which is not a party to this Agreement shall
have no right to enforce any obligation or right against the Proprietor or
the Developer.
11 CONFIDENTIALITY
11.1 The Developer and the Proprietor shall not disclose at any stage to any
third party any confidential, business or future plans of the other Party,
including but not limited to the commercial terms of this Agreement
unless a public disclosure, press statement or similar release or any
advertising, publicity or promotional document has been specifically
agreed to by a duly authorised representative of both Parties.
12 ENTIRE AGREEMENT
12.1 This Agreement represents the entire agreement between the
Parties and supersedes all previous agreements, promises and
representations made by one Party to the other. Any amendment or
alteration to this Agreement shall be in writing and signed by a duly
authorised representative of both Parties.
13 NO PARTNERSHIP OR EMPLOYMENT OR AGENCY

13.1 This Agreement shall not be deemed to create any legal partnership
employment relationship or legal agency relationship between the
Parties.
14 NOTICES
14.1 The Parties agree to serve notices to each other by first class post,
facsimile or by e-mail. Irrespective of the manner used to serve notice,
for the purposes of this Agreement, once notice is sent, such notice
shall be deemed to have been served by the end of the following
business day on which the notice was sent.
14.2 Notice to the Proprietor shall be to: [Person/address] [Fax] [e-mail].
Notice to the Developer shall be by: [Person/address] [Fax] [e-mail].
15 VALUE ADDED TAX

15.1 All sums payable under this Agreement are exclusive of value added
tax (VAT) that may be payable by either Party. VAT shall not be payable
14
however unless a valid VAT invoice is sent to the paying Party which
provides details of a registered VAT number.
16 FORCE MAJEURE
16.1 Neither Party shall be responsible to the other Party in circumstances
where the obligations under this Agreement cannot be performed due
to circumstances outside the reasonable control of the defaulting Party.
However, if such circumstances persist for more than five working
days, the non-defaulting Party may terminate this Agreement in writing
having made reasonable compensation to the other Party for such
work completed to the date of termination.
17 TERMINATION OF THE AGREEMENT

17.1 In addition to any rights or remedies at law, this Agreement may be
terminated by giving written notice to the defaulting Party who has
committed a material breach of this Agreement. The defaulting Party
shall be given not less than ten working days to remedy the grievance
following formal notice and the Agreement shall be terminated if they
have not complied.
17.2 Either Party shall have the right but not the obligation to terminate
this Agreement in the event that the other Party becomes insolvent,
enters into an arrangement with its creditors, a receiver or receiver and
administrator is appointed over the business of the defaulting Party
or the directors or shareholders of the Proprietor pass a resolution to
suspend trading, wind up or dissolve the Proprietor other than for the
purposes of amalgamation or reconstruction.
17.3 The Developer shall upon the expiry or termination of this Agreement
deliver to the Proprietor all the property and Material of the Proprietor
which is in its possession or under its control, save that the Developer
may retain such reference material as the Proprietor may permit for
personal use only.
17.4 Upon the expiry or termination of this Agreement all rights granted to
the Proprietor in respect of the work done and the services provided
and the products thereof to that date that belong solely to the Proprietor.
18 THIRD PARTY TRANSFER

18.1 After the Launch Date the Developer shall be limited to the provision of
Support Services if agreed between the Parties. The Proprietor shall be
entitled, either before or after the Launch Date, to sell, transfer, charge,
15
commercially exploit or otherwise dispose of the App as it thinks fit.

The consent and/or approval of the Developer is not required and the
Developer waives any such rights and/or interest provided that it is
paid for the completion of the work set out in the Payment and Critical
Path Schedule.
18.2 The benefit and burden of this Agreement shall be binding upon the
successors in business and/or title to the Developer.
19 LIMITATION OF LIABILITY
19.1 Notwithstanding any other provision of this Agreement neither Party
shall be liable to the other for any indirect or consequential loss or
damage and the maximum liability of one Party to the other shall be
restricted to [figure/currency].
20 GOVERNING LAW
20.1 This Agreement shall be construed under and governed exclusively by
the laws of England and Wales.
Signed by: [______]
Date of signature: [______]
For and on behalf of the Proprietor
Signed by: [______]
For and on behalf of the Developer
The Schedules set out below are attached to and form part of this Agreement.
Schedule 1: [Narrative Description of the App]
Schedule 2: [Payment and Critical Path Schedule]
Schedule 3: [Product Specification of the App]
Schedule 4: [Support Services]
16
COMMENTARY: APP DEVELOPMENT

AGREEMENT
In a contract concerning apps, the parties must firstly be aware of commonly-
used terminology which may have different meanings depending on the
context in which it is used.
For example the word, or sometimes two words, ‘App Store’ has a specific
meaning for Amazon but the parties may understand the words in a more
generalised colloquial sense to mean any online digitally-based retailer from
where an app may be accessed for payment or free download.
Therefore this agreement takes the liberty of defining the words ‘App Store’
to have a broad meaning to embrace access points which may be run or
controlled by Amazon, Google or Apple or any third party.
Of equal importance is what, exactly, the parties mean by ‘app’ which is
addressed not by a definition but by Schedule 1 in which the parties should
describe the app in a narrative form. Due to the enormous range of apps
and the extraordinary diversity of functions and methods of their use, the
recommendation is to describe the app in a narrative form, as required
under Schedule 1.
This agreement presumes the parties have already thought through to some
extent the details involved which have been expressed in writing by the
developer to the proprietor in the form of a ‘proposal’ as defined in Clause
1.7 of this agreement.
In effect the parties are progressing from that proposal and incorporating
key components of the proposal into a more formal agreement, in particular
clarifying basic questions, including the perennial ‘how much’ and ‘how long’.
The technical aspects of the app are intended to be addressed quite
exhaustively in the ‘product specification’ as agreed between the parties,
which should be set out in detail under Schedule 3.
The most common concern with app development is whether the app is
intended to be designed and integrated into the very specific requirements
of Apple as opposed to Google and or Amazon.
This agreement requires the developer to create a multi-platform app as
stated in Clause 1.10 by reference to Google’s ‘APK’ (Android Application
Package) and Apple’s very different ‘SDK’ (Software Development Kit).
This particular deal is straightforward. These are circumstances where a
company is paying money (which can range from a token amount to many
thousands of pounds) to a specialist and experienced software developer
with a track record of delivering apps for corporate, promotional purposes.
17
It is important to note that this agreement presumes that the app will be
downloaded for free, otherwise further clauses would need to be incorporated
addressing the accounting of such revenues.
Contract 2 of this work is very different to this one because there are
provisions relating to the division of anticipated revenues from the purchase
of the app. There will no doubt be circumstances where a hybrid of both of
these contracts is more appropriate.
However this agreement is intended to address fundamental issues including
the intellectual property ownership of the developed app which is drafted in
favour of the Proprietor under the provisions of Clause 4.
This agreement is similar in concept to an agreement to design and
commission a website. As with website design it is crucial to keep as
firm a handle on costs as may reasonably and realistically be imposed.
Therefore there is a clearly defined ‘app budget’ and a Schedule setting
out the Payment and Critical Path which will of course be particular to each
adapted deal.
In due course to make the app available from Apple or Google or indeed
any third party, the provider will need to engage with the detailed terms
requested from those sources which need to be assessed within their own
very idiosyncratic and detailed US-driven terminology.
Those ‘developer agreements’ are separate agreements that do not form
part of this work as they necessarily belong to and emanate from the major
app players.
These agreements come in different forms and components: Amazon
have an ‘Appstore Distribution Agreement’ and a ‘Developer Services
Agreement’; Google refer to an ‘Android Market for Developer’; Apple have
an ‘iOS Developer Programme Licence Agreement’.
You do need to keep a close eye on changes to such agreements and the
numerous components and schedules which in their totality form the entire
agreement and are often difficult to piece together.
18
APP PURCHASE AGREEMENT
WITH PROFIT SHARE
AN AGREEMENT dated this [______] day of [______] [______]

Buy-Out with Profit Share
BETWEEN:
(1) [______] a company registered in the UK, registration number [______],
trading as [______] to be known as the Developer;
AND
(2) [______] of [______] to be known as the Originator, together ‘the Parties’.
WHEREAS:
The Developer wishes to acquire from the Originator the rights to an original
app on the terms as set out under the terms of this Agreement on the basis
of an up-front one-off Assignment Fee and a further 50% of future profits as
follows:
1 DEFINITIONS
1.1 ‘The App’ shall mean the app provisionally entitled [______].
1.2 ‘The App Assignment Fee’ shall mean the sum of £[______].
1.3 ‘The App Royalty’ shall mean 50% of the Net Receipts.
1.4 ‘The Deliverables’ shall mean the precise description and specifications
of all materials in electronic form or otherwise as are required by
the Developer to acquire and use for commercial purposes the fully
functional App which are set out in Schedule 1 which is attached to
and forms part of this Agreement.
1.5 ‘Delivery Date’ shall mean the following date by which the Deliverables
are transferred to the Developer by the Originator: [______].
1.6 ‘The Gross Receipts’ shall mean all sums received by the Developer
less any sales or valued added tax from the commercial exploitation
of the App including but not limited to such sums as are received from
19
2 APP PURCHASE AGREEMENT WITH PROFIT SHARE
any direct to consumer channel now known or as may come on line in

the future whether referred to as an ‘App store’ or otherwise and shall
specifically include revenues received from Apple, Samsung, Amazon
and Google.
1.7 ‘The Authorised Expenses’ shall mean all fees or commissions to be
paid to the App store operators and such marketing spend as may be
directly attributed to the App including third party registration fees.
1.8 ‘Profits’ shall mean 50% of the Gross Receipts less the Authorised
Expenses.
1.9 ‘The Territory’ shall mean all countries, bases and locations throughout
the world.
1.10 ‘Third Party Rights’ shall mean such underlying registered and
unregistered intellectual property rights in the App including but not
limited to any trade marks and any copyright in any text or narrative
or spoken words, music, sounds, images, graphics, data, software all
design rights which are not original to or owned by the Originator.
2 ASSIGNMENT OF RIGHTS
2.1 In consideration of the App Assignment Fee and the agreement to
pay the App Royalties, the Originator hereby assigns with full title and
authority all present and future copyright and other intellectual property
rights in the App as are owned by the Originator to the Developer for
the duration of the full period of copyright including any extensions or
renewal throughout the Territory.
3 OBLIGATIONS OF THE DEVELOPER

3.1 The Developer shall use its best endeavours to maximise the
commercial success of the App at its own cost and expense.
3.2 The Developer shall maintain full and accurate sales records, accounts,
invoices and records of all transactions and contracts in sufficient detail
to account fully and accurately to the Originator for the Originator’s
share of the Profits due under the terms of this Agreement.
3.3 The Developer shall be responsible for all costs and adjustments and
reconfigurations that may be required to the Deliverables to ensure that
the App is fully functional within the specific software requirements of
third parties including but not limited to Apple, Google, Samsung and
Amazon.
3.4 The Developer shall confirm to the Originator within 7 (seven) days
following the transfer of the Deliverables by the Delivery Date that the
App has been accepted by the Developer.
20
3.5 The Developer agrees that once the Deliverables have been delivered,
tested and accepted and signed-off, no further work is required from
the Originator.
3.6 The Developer warrants and confirms that it is fully entitled to enter
into this Agreement and is not bound by any previous agreement
howsoever expressed or recorded which would undermine, affect
detrimentally or otherwise prejudice this Agreement.
4 OBLIGATIONS OF THE ORIGINATOR

4.1 The Originator shall provide the Developer with all Deliverables to effect
this Agreement as electronic files and in source code format including
electronic versions of all relevant and associated documentation that
will enable the Developer to distribute and upload the App into all
commercial channels including all direct consumers App stores and to
adapt the App and enable the provision of user support for the App.
4.2 The Originator further agrees assistance to provide updates, upgrades
or bugfixes to the App after acceptance by the Developer at such
further reasonable costs as the Parties may agree.
4.3 The Originator shall provide the Developer with a good faith opportunity
to acquire the Originator’s next app on commercial terms no less
favourable than the terms of this Agreement before securing a binding
agreement with a third party.
4.4 The Originator confirms that all Third Party Rights have been cleared
and paid for by the Originator except as otherwise disclosed in writing
to the Developer. In particular the Originator has confirmed in writing
all open software aspects of the App.
4.5 The Originator warrants and confirms that it is fully entitled to enter
into this Agreement and is not bound by any previous agreement
howsoever expressed or recorded which would undermine, affect
detrimentally or otherwise prejudice this Agreement.
5 PAYMENTS
5.1 The Developer shall make payment to the Originator of the Originator’s
share of the Profits within 30 (thirty) days of the date of this Agreement
by way of electronic bank transfer using the following bank details:
Name of Bank:
Name of Account:
Sort Code:
Account number:
21
5.2 In addition to the App Assignment Fee, the Developer shall pay to the
Originator the Originator’s share of the Profits on a monthly basis, no
more than 60 (sixty) days in arrears from the date of receipt by the
Developer of the Gross Receipts.
6 CONFIDENTIALITY/PRESS
6.1 The Parties shall not disclose to any third party any confidential
business or future plans of the other Party at any time acquired during
the existence of this Agreement or otherwise.
6.2 No reference is to be made to the terms of this Agreement by either
Party in any advertising, publicity or promotional material without the
prior consent of the other Party. In the event that the Parties agree to
promulgate a statement to the media concerning this Agreement, a
press release shall be issued in a manner to be mutually agreed.
7 ENTIRE AGREEMENT/AMENDMENTS
7.1 This Agreement supersedes all previous agreements, representations
or promises and sets out all the terms agreed between the Parties.
Any amendment or alteration to this Agreement must be in writing and
signed by an authorised signatory of each Party.
8 LEGAL RELATIONSHIP
8.1 This Agreement shall not be deemed to create any partnership, agency
or employment relationship between the Parties.
9 RIGHTS OF THIRD PARTIES

9.1 This agreement is binding solely between the Parties and does
not confer any rights upon any third party that is not a party to this
Agreement.
10 INDEMNITIES/WARRANTIES
10.1 The Parties confirm that this Agreement has been entered into in good
faith based on mutual representations and warranties made and relied
upon by both Parties.
10.2 In the event of any breach of the terms of this Agreement howsoever
arising, the other Party will be entitled to be kept harmless and
indemnified against the consequences of any such breach provided
22
the defaulting Party is provided with written reasons and grounds of

the breach and with a good faith opportunity in a timely manner to
respond before the indemnity provision is enforced by the other Party.
11 GOVERNING LAW/MEDIATION
11.1 In the event that a dispute of any nature cannot be resolved by
reasonable endeavours the Parties agree to resolve any disputes
concerning this Agreement using the informal process known as
‘Alternative Dispute Resolution’.
11.2 This Agreement shall be construed, interpreted and governed
exclusively by the laws of England and Wales.
Signed by: [______]
For and on behalf of the Developer
Signed by: [______]
The Originator
Attached to and forming part of this Agreement:
Schedule 1: The Deliverables: [setting out the precise description and
specifications of all materials in electronic form or otherwise as are required
by the Developer to acquire and use for commercial purposes the fully
functional App.]
23
COMMENTARY: APP PURCHASE AGREEMENT

WITH PROFIT SHARE
This agreement is intended to be in contrast to Contract 1. In these
circumstances the money is flowing from the developer to the ‘originator’;
in the previous contract it is the developer who is receiving money for the
development of an app.
Here, the originator has the initial concept for an app which may be very
simple or extremely complex. That issue is addressed by Schedule 1
(referred to as ‘the deliverables’) in which details of the app will be set out
according to the circumstances.
The originator is being paid for the app, the rights in which are being
assigned to the developer under Clause 2 of this agreement. The basic deal
is this: the developer is paying the originator an up-front ‘assignment fee’
which can range from an almost token amount to many thousands of pounds
or, as is increasingly common, euros.
In addition, the developer is agreeing to pay the originator a 50% cut of
the ‘profits’ as defined under Clause 1.8. Obviously this percentage may
range from a relatively low figure to the 50% in this agreement. The precise
method of calculating the ‘profits’ may also vary enormously, reflecting
a wide range of factors including, of course, the strength of the parties’
respective bargaining positions.
What is important is that a close eye is kept on such intellectual property
rights as may be incorporated into the app. In that respect, as with a literary
work, the originator should accept responsibility for what is ‘sold’ to the
developer (as expressed in Clause 4.4).
This agreement is intended to be brief. It is tempting to address a list of
‘what ifs?’ but here the parties are erring on the side of brevity. For example,
a common issue which can create a deal-breaking scenario out of left field
is the question: ‘what about your next idea for an app?’ or ‘to what extent is
the originator entitled to create and sell a similar or possibly competing app
to a third party?’.
The first point to accept is that once the developer assumes ownership of
the app the app is necessarily protected by the laws of copyright. If the
parties wish to be very specific about what is and what is not permitted
post this agreement then time should be taken to address the issue
carefully.
In this case the issue is addressed in a low-key manner under Clause 4.3
which affords the developer an option to acquire the originator’s next app on
terms no less favourable than the terms of this agreement.
24
There is no perfect way of addressing this issue but this method tends to work
‘in the field’ and facilitates the continuation of a good working relationship
between the parties.
25
DATA AND DIGITAL MARKETING
CAMPAIGN AGREEMENT
Date of this Agreement: [______] [______] [______]

BETWEEN:
(1) [______], of [______], trading as [______] (to be known as the Marketing
Consultant in this Agreement);
AND
(2) [______], [______], (to be known as the Company in this Agreement).
WHEREAS:
The Company wishes to engage the services of the Marketing Consultant
due to their renowned expertise, proven knowledge and track record of social
media and digitised means of increasing sales of products, heightening
public awareness and raising the profile of companies through researched
and targeted digital media campaigns.
IT IS AGREED as follows:
1 DEFINITIONS
1.1 ‘The Campaign Period’ shall commence on the date of this Agreement
and shall continue until [______].
1.2 ‘The Company’s Products’ shall mean the products and services of the
Company. A two-dimensional colour copy of the Company’s Products
is attached to and forms part of this Agreement in Schedule 1.
1.3 ‘The Database’ shall mean the electronic files containing names,
e-mail addresses, information of any nature including all meta data and
analytics obtained by the Marketing Consultant during the performance
of this Agreement.
1.4 ‘The Target Media’ shall mean the list of internet-based target media
which is intended to be the core target media of the Campaign which
is the subject matter of this Agreement as set out in Schedule 2 to this
Agreement.
27
3 DATA AND DIGITAL MARKETING CAMPAIGN AGREEMENT
1.5 ‘The Campaign Fee’ shall be the total sum of £[______] which sum
shall exclude any valued added tax.
1.6 ‘The Expenses’ shall be all costs reasonably and properly expended
by the Marketing Consultant in furtherance of this Agreement which
are not recouped from any third party:
1.6.1 survey/public opinion and marketing/research reports;
1.6.2 the creation, supply and placing of advertisements (including
images) in the Target Media;
1.6.3 the development, production, post-production and distribution
of promotional podcasts;
1.6.4 the development, production, post-production and distribution
of an advertisement for radio;
1.6.5 the commissioning of any artwork for publicity, advertising and
promotional material;
1.6.6 artistes, stills, recordings, copyright, music, moral rights and
other consents, clearances or other material or rights which
are acquired.
1.7 ‘The Performance Bonus’ shall mean the sums set out against specific
targets in the attached ‘Performance Targets: Schedule 3’ being specified
and itemised scheduled payments over and above the Campaign Fee
and Expenses to be paid by the Company to the Marketing Consultant
in the event that the Marketing Consultant performs its obligations to the
reasonable satisfaction of the Company and the Performance Targets
specified in Schedule 3 to this Agreement are exceeded.
1.8 ‘The Territory’ shall mean the world.
2 APPOINTMENT OF EXCLUSIVE MARKETING CONSULTANT

2.1 The Company agrees to appoint the Marketing Consultant as the sole
and exclusive advertising and Marketing Consultant and representative
for the purpose of promoting and advertising the Company throughout
the Territory for the duration of the Marketing Period primarily aimed at
the Target Media in accordance with the terms of this Agreement.
2.2 In consideration of the payment of the Marketing Fee and the
Marketing Expenses, the Marketing Consultant agrees to provide its
non-exclusive services to the Company to act as an active marketing
consultant and agent to promote and advertise the Company and the
Company’s Products throughout the Territory for the duration of the
Marketing Period in accordance with the terms of this Agreement.
28
3 COPYRIGHT
3.1 The Marketing Consultant confirms and acknowledges that all
intellectual property rights including trade marks, copyright and any
other rights in the Company’s Products, together with any goodwill, are
and shall remain the sole and exclusive property of the Company and
that the Marketing Consultant shall not acquire any rights or interests
in the Company’s Products, including any developments or variations
at any time.
3.2 The Marketing Consultant assigns to the Company all present and future
intellectual property rights including copyright and any other rights in the
product of its services in respect of the Company and the Company’s
Products within its possession or control throughout the Territory for the
full period of the copyright and any extensions or renewals.
3.3 The Marketing Consultant undertakes to ensure, as far as reasonably
possible, that all third parties engaged to produce any material in
furtherance of this Agreement shall agree to assign the product of their
services in all media throughout the Territory for the full period of the
copyright and any extensions and renewals to the Company so that
they retain no intellectual property rights whatsoever.
3.4 The Marketing Consultant agrees to execute any document or do
anything required by the Company to confirm that all intellectual
property rights including copyright and any other rights in the product
of its services under this Agreement belong to the Company.
3.5 Without prejudice to the rights of any third party, upon satisfactory
completion of this Agreement the intellectual property rights in
the Database shall automatically and without further formality be
transferred to the Company.
3.6 The Company confirms and acknowledges that all copyright, trade
mark, service mark, logo and any other rights in the Marketing
Consultant’s trade mark, design and logo, together with any goodwill
are and shall remain the sole and exclusive property of the Marketing
Consultant and that the Company shall not acquire any rights or
interests in the Marketing Consultant’s trade mark, design or logo,
including any developments or variations.
4 OBLIGATIONS OF THE MARKETING CONSULTANT

4.1 The Marketing Consultant acknowledges and confirms that the
principal aims of this Agreement are to utilise the Marketing Consultant’s
expertise and experience in the deployment of digital technology of
Target Media to:
29
4.1.1 promote and increase the sales of the Company’s Products;

4.1.2 raise in a positive and constructive manner public awareness
of the Company’s existence throughout the Territory;
4.1.3 create a lawfully obtained Database of contacts’ names and
e-mail addresses;
4.1.4 inform the general public of the Company’s positive track
record within its industry;
4.1.5 improve the consumer image of the Company throughout the
Territory;
4.1.6 create a favourable image of the Company to the public in
general and in particular for the purpose of recruiting potential
future employees;
4.1.7 increase the traffic to the Company’s website;
4.1.8 increase the traffic to the Company’s app;
4.1.9 create at least [3] videos to be uploaded to YouTube;
4.1.10 create a Twitter account and Twitter following for the Company
and its products;
4.1.11 create at least [3] Facebook pages for the Company;
4.1.12 increase and improve the Company’s goodwill and
understanding amongst its present customers through digital
means and social media; and
4.1.13 any other specific aims: [______].
4.2 The Marketing Consultant agrees to provide its services to the best of
its skill and ability and shall perform all services under this Agreement
diligently to ensure that the Company and the Company’s Products are
promoted and marketed in the most cost-effective manner during the
Marketing Period within the Marketing Budget.
4.3 The Marketing Consultant undertakes that all promotional and
advertising material under this Agreement in respect of the Company
and the Company’s Products will not be offensive or obscene in nature
or derogatory of any third party.
4.4 The Marketing Consultant will ensure that all material produced under
this Agreement will not infringe any sponsorship or advertising rules,
privacy laws or generally any laws, statutes or directives currently in
existence including but not limited to all requirements under the GDPR
and the 2018 Data Protection Act (as may be amended).
30
4.5 The Marketing Consultant confirms that it has a valid membership

of the Information Commission Office (ICO) and that all use of the
Database names and e-mail addresses it obtains and uses for the
purposes of this Agreement shall at all times be consistent with such
policy guidelines issued by the ICO from time to time.
4.6 The Marketing Consultant shall, as far as possible, keep the Company
fully informed on a regular basis as regards any negotiations with any
third party in respect of the Marketing Consultant’s obligations under
this Agreement.
4.7 The Marketing Consultant confirms that it has full power and authority
to enter into and perform this Agreement and is not bound by any other
agreement that adversely affects this Agreement.
4.8 The Marketing Consultant confirms that this Agreement will not cause
any conflict of interest with any of its existing clients and undertakes not
to enter into any agreement with any third party during the Marketing
Period that would result in conflict within this Agreement. In particular
the Marketing Consultant shall not work for the following parties during
the Marketing Period: [______].
4.9 The Marketing Consultant undertakes not to use any commercially
sensitive information provided by the Company to the Marketing
Consultant during the Marketing Period to the commercial detriment of
the Company at any time either during or at any time after the operative
period of this Agreement.
4.10 The Marketing Consultant shall not be entitled at any time to exploit
commercially any mailing lists provided by the Company to the
Marketing Consultant during the course of this Agreement without the
prior written consent of the Company.
4.11 The Marketing Consultant agrees to keep within the agreed financial
parameters of this Agreement and to inform the Company in advance
and to provide the Company with a statement of costs incurred to date
and details of any anticipated additional costs which shall under no
circumstances be incurred at the Company’s expense without the
Company first providing written approval for the Marketing Budget to
be exceeded.
4.12 In the event of the Marketing Budget being exceeded any further
expenditure and further payment beyond the Marketing Budget shall
be at the Company’s sole discretion.
4.13 The Marketing Consultant undertakes that it and its sub-agents and
sub-licensees and distributors shall keep full and accurate books of
account, records and contracts.
31
4.14 The Marketing Consultant agrees that the Company shall be entitled
to arrange for an audit to inspect and make copies of the Marketing
Consultant’s books of account, records, contracts, software and any
other relevant material at any time at the Company’s cost in order to
verify the payments made from the Marketing Budget.
4.15 The Marketing Consultant agrees to provide in advance to the Company
for its prior approval, all copies and samples of all material of any
nature to be produced or distributed under this Agreement including
advertising, publicity, promotional and packaging material concerning
the Company and the Company’s Products.
4.16 The Marketing Consultant agrees to provide the following copyright
notice, trade mark, service mark, logo and credit to the Company in any
publicity, promotional, advertising and packaging material concerning
the Company and the Company’s Product: [______].
4.17 The Marketing Consultant acknowledges that the Company shall be
entitled, upon request, to be provided with a copy of any contract,
record, document, software or other material in the possession or
under the control of the Marketing Consultant relating to the Company
or the Company’s Products.
4.18 The Marketing Consultant agrees to provide the Company with the
following details and materials in respect of the production of any
promotional video for the Company’s prior approval:
4.18.1 background details concerning the proposed production and
post-production company including the producer, director,
writer, cameraman, presenter and senior editor;
4.18.2 any synopsis, treatment and scripts;
4.18.3 any production schedule, including all relevant filming times,
dates and locations;
4.18.4 technical details of the material on which the film is to be shot;
4.18.5 a full breakdown of the production budget, whether direct
or indirect, which is inclusive of all locations, facilities,
computer-generated graphics and any other items necessary
for the development, pre-production, production and post-
production and delivery of the promotional video, including
any contingency allowance, completion guarantee, insurance
and the producer’s fee;
4.18.6 a full breakdown of copyright clearances and any other
consents and payments due required for the use by the
Company in pursuance of this Agreement of any promotional
32
video, including those concerning artistes, performers and

musicians and music, together with details of all payments that
will be required to any royalty collecting society in respect of
the mechanical reproduction or performing rights.
5 OBLIGATIONS OF THE COMPANY

5.1 The Company agrees to pay to the Marketing Consultant the Marketing
Fee by way of electronic bank transfer to the Marketing Consultant’s
designated bank account as follows:
5.1.1 £[______] upon signature of this Agreement;
5.1.2 £[______] on or before [______];
5.1.3 £[______] on or before [______].
5.2 In the event of the Marketing Budget being exceeded with the
Company’s express prior written approval, the Company agrees to pay
such additional costs provided that the Marketing Consultant informs
the Company in advance and provides upon request to the Company a
statement of costs incurred to date and details of the additional costs.
5.3 The Company agrees to pay to the Marketing Consultant the Marketing
Expenses on a quarterly basis in each year of the Marketing Period,
subject to suitable receipts or other records being provided by the
Marketing Consultant upon request by the Company.
5.4 The Company agrees to pay the Marketing Consultant the Performance
Bonus as set out in Schedule 3 according to the itemised scheduled
payments.
5.5 The Company confirms for the avoidance of doubt that the Performance
Bonus is due to and will be paid to the Marketing Consultant over and
above the Campaign Fee in the event that the Marketing Consultant
performs its obligations under the terms of this Agreement to the
reasonable satisfaction of the Company.
5.6 The Company agrees to provide the Marketing Consultant with such
information, documentation, historical background and any other
material concerning the Company and the Company’s Products on
loan at the Company’s cost and risk as may be reasonably required
by the Marketing Consultant for the purpose of fulfilling its obligations
under this Agreement.
5.7 The Company confirms that it is the sole owner of or controls all
intellectual property rights including copyright and any other rights in
the Company and the Company’s Products throughout the world in
33
accordance with the statement set out in Schedule 1 for the Company’s
Product during the Marketing Period.
5.8 The Company confirms that it has full title and authority to enter into
this Agreement and is not bound by any previous agreement that
adversely affects this Agreement.
5.9 The Company confirms that the Company and the Company’s
Products do not contain any obscene, offensive or defamatory material
and will not expose the Marketing Consultant to any civil or criminal
proceedings during the Marketing Period.
5.10 The Company confirms that the Company and the Company’s Products
do not contain any material that infringes the copyright, trade marks or
any other rights of any third party in the Territory.
5.11 The Company agrees to supply at its sole cost and expense on loan
at the Company’s risk, copies of such artwork and samples of material
relating to the Company and the Company’s Products in its possession
or control, including any trade mark, logo or other credit which may be
required by the Marketing Consultant for the purposes of this Agreement.
5.12 The Company undertakes not to use any commercially sensitive
information provided by the Marketing Consultant to the Company
during the Marketing Period to the commercial detriment of the
Marketing Consultant at any time.
6 MISCELLANEOUS
Indemnity
6.1 The Company and the Marketing Consultant mutually undertake to
indemnify the other against all liabilities, claims, demands, actions,
costs, damages or loss arising out of any breach by either Party of any
of the terms of this Agreement.
6.2 In the event of any claim, dispute, action, writ or summons in connection
with Clause 6.1, the Company and the Marketing Consultant agree to
provide full details to the other Party at the earliest opportunity and
shall not settle any such matter without first consulting the other Party.
Confidentiality
6.3 The Company and the Marketing Consultant shall not disclose to any
third party any confidential business or future plans of the other Party
at any time acquired during the existence of this Agreement and no
reference is to be made to the terms of this Agreement by either Party
34
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[534] Les bruits odieux répandus sur la mort du prince électoral de Bavière ne sont
plus répétés aujourd’hui que par de vils écrivains sans aveu, sans pudeur, et sans
connaissance du monde, qui travaillent pour des libraires, et qui se donnent pour des
politiques. On trouve dans les prétendus Mémoires de madame de Maintenon, tome V,
page 6, ces paroles: «La cour de Vienne, de tout temps infectée des maximes de
Machiavel, et soupçonnée de réparer par ses empoisonneurs les fautes de ses
ministres.» Il semble, par cette phrase, que la cour de Vienne eût de tout temps des
empoisonneurs en titre d’office, comme on a des huissiers et des drabans. C’est un
devoir de relever des expressions si indécentes, et de combattre des idées si
calomnieuses.
[535] Voltaire dit Pernits, dans le chap. XXVI. Saint-Simon écrit Berlips; voyez
pages 278, 445 du tome II de l’édition de ses Mémoires en vingt volumes in-8º. B.
[536] Reboulet suppose que cet ambassadeur fut reçu d’abord magnifiquement. Il
fait un grand éloge de sa livrée, de son beau carrosse doré, et de l’accueil tout-à-fait
gracieux de sa majesté. Mais le marquis, dans ses dépêches, avoue qu’on ne lui fit
nulle civilité, et qu’il ne vit le roi qu’un moment dans une chambre très sombre,
éclairée de deux bougies, de peur qu’il ne s’aperçût que ce prince était moribond.
Enfin, les Mémoires de Torci démontrent qu’il n’y a pas un mot de vrai dans tout ce
que Reboulet, Limiers, et les autres historiens, ont dit de cette grande affaire.
[537] Il y avait toujours un parti français à la cour d’Espagne. Les chefs de ce parti
imaginèrent de faire accroire au roi qu’il était ensorcelé, et l’on envoya consulter, en
conséquence, le plus habile sorcier qu’il y eût alors dans toute l’Espagne. Le sorcier
répondit comme on le desirait, mais il eut la maladresse de compromettre dans sa
réponse des personnes très considérables; ce qui fournit à la reine, contre qui cette
intrigue était dirigée, et qui n’osait s’en plaindre, un prétexte pour perdre le sorcier et
ses protecteurs. (Mémoires de Saint-Philippe). K.
[538] Quelques mémoires disent que le cardinal Portocarrero arracha du roi
mourant la signature de ce testament; ils lui font tenir un long discours pour y
disposer ce monarque: mais on voit que tout était déjà préparé et réglé dès le mois de
juillet. Qui pourrait d’ailleurs savoir ce que dit le cardinal Portocarrero au roi tête à
tête?
[539] Voyez, dans le volume suivant, le chapitre (XXVII) des Anecdotes.
[540] Voyez les Mémoires de Torci, tome Iᵉʳ, page 12.
[541] A ne considérer que la justice, cette question était délicate. Le traité de
partage liait Louis XIV; mais il n’avait aucun droit de priver son petit-fils d’une
succession qui était indépendante de son autorité. Il avait encore moins celui de
donner à l’Espagne un autre maître que celui qui était appelé au trône par la règle
ordinaire des successions, par le testament de Charles II et le consentement des
peuples. Le traité fait avec l’Angleterre paraît donc injuste; et ce n’est pas de l’avoir
violé, mais de l’avoir proposé, qu’on peut faire un reproche à Louis XIV. Devait-il
regarder comme absolument nul cet engagement injuste, ou devait-il, en laissant la
liberté à son petit-fils d’accepter ou de refuser, se croire obligé à ne lui point donner
de secours contre les puissances avec lesquelles il avait pris des engagements? La
guerre qu’elles feraient au nouveau roi d’Espagne n’était-elle point évidemment
injuste? Et l’engagement de ne pas défendre son petit-fils, injustement attaqué, aurait-
il pu être légitime? K.
[542] Malgré le mépris où sont en France les prétendus Mémoires de madame de
Maintenon, en est pourtant obligé d’avertir les étrangers que tout ce qu’on y dit au
sujet de ce testament est faux. L’auteur prétend que lorsque l’ambassadeur d’Espagne
vint apporter à Louis XIV les dernières volontés de Charles II, le roi lui répondit: Je
verrai. Certainement le roi ne fit point une réponse si étrange, puisque, de l’aveu du
marquis de Torci, l’ambassadeur d’Espagne n’eut audience de Louis XIV qu’après le
conseil dans lequel le testament fut accepté.
Le ministre qu’on avait alors en Espagne s’appelait Blécour, et non pas Belcour.
Ce que le roi dit à l’ambassadeur Castel dos Rios, dans les Mémoires de Maintenon,
n’a jamais été dit que dans ce roman.
[543] Guillaume III, né, suivant les uns, le 14 octobre 1650, suivant les autres, le
13 novembre, est mort le 16 mars 1702, avant d’avoir atteint sa cinquante-deuxième
année. Il était dans la cinquante et unième au commencement de 1701. B.
[544] Du moins c’est ce que rapportent les Mémoires manuscrits du marquis de
Dangeau. Ils sont quelquefois infidèles.
[545] Cet alinéa fut ajouté dans l’édition de 1752. Des changements et additions
furent aussi faits à ce qui précède et à ce qui suit. B.
[546] Il paraît, d’après les notes des Mémoires de Berwick, que Louis XIV avait
pris sa résolution avant la mort de Jacques, et qu’ainsi le conseil, dont en a parlé ici,
fut tenu avant la troisième visite de Louis XIV à ce prince, celle où il déclara au
malheureux Jacques qu’il reconnaîtrait son fils pour roi d’Angleterre. K.
[547] Entre autres, milord Bolingbroke, dont les Mémoires ont depuis justifié ce
que l’auteur du Siècle avance. Voyez ses Lettres, tome II, page 56. C’est ainsi que
pense encore M. de Torci dans ses Mémoires. Il dit, page 164 du tome Iᵉʳ, première
édition: «La résolution que prit le roi, de reconnaître le prince de Galles en qualité de
roi d’Angleterre, changea les dispositions qu’une grande partie de la nation
témoignait à conserver la paix, etc.» Le lord Bolingbroke avoue, dans ses Lettres, que
Louis XIV reconnut le prétendant par des importunités de femmes. On voit, par ces
témoignages, avec quelle exactitude l’auteur du Siècle de Louis XIV a cherché la
vérité, et avec quelle candeur il l’a dite.
[548] Voyez page 476. B.
[549] Voyez, ci-devant, la note de la page 460.
On a fait dire à Guillaume: «Le roi de France ne devrait point me haïr; je l’imite
en beaucoup de choses, je le crains en plusieurs, et je l’admire en tout.» On cite sur
cela les Mémoires de M. de Dangeau. Je ne me souviens point d’y avoir vu ces
paroles: elles ne sont ni dans le caractère ni dans le style du roi Guillaume. Elles ne se
trouvent dans aucun mémoire anglais concernant ce prince, et il n’est pas possible
qu’il ait dit qu’il imitait Louis XIV, lui dont les mœurs, les goûts, la conduite dans la
guerre et dans la paix, furent en tout l’opposé de ce monarque.
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Ebook The Media and Business Contracts Handbook Sixth Edition Deborah Fosbrook Online PDF All Chapter

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The Media and Business Contracts

Handbook; Sixth edition Deborah

Contracts: The Essential Business Desk Reference

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Gray Hat Hacking: The Ethical Hacker's Handbook, Sixth

DEBORAH FOSBROOK BA (HONS)

ADRIAN C LAING LL.B (EXON)

British Library Cataloguing-in-Publication Data

Typeset by Evolution Design & Digital Ltd (Kent)

To find out more about our authors and books visit

CONTRACTS AND COMMENTARIES: Page(s)

General Business and Commerce

Employment, Contracts for Services and Confidentiality

Sponsorship and Image Rights

Advertising, Promotion, Product Placement

58 Promotional Use of a Company’s Logo 543

Film and Television Production

Exploitation of Characters, Designs, Artwork, Photographs and

Short-form Agreement, Letters and Competition Rules

90 Freedom of Information Request 809

Specific Clause Meanings 839

Codes of Practice and Guidelines 849

Legal, Commercial and Business Internet Directory 855

Terms of Use 867

The 10 new contracts by reference to this edition are:

• Short form NDA (non-disclosure agreement) (Contract 86);

• Zero Hour Engagement Agreement (Contract 46);

• Brand Collaboration Agreement (Contract 15);

• Heads of Agreement for Brand Collaboration Agreement (Contract

• YouTube Contributor Deal (Contract 5);

• Buy-Out of Images / Photos for Instagram (Contract 12);

• Interview Agreement for All Media (Contract 13);

• Heads of Agreement for Entrepreneurs: Pre-Joint Venture (Contract 21);

• Addendum / Variation (Contract 84);

• Narrow Sub-Licence (Contract 85).

legislation because a contract should be drafted widely enough to cover

USING THIS BOOK

1 As a starting point and framework for an agreement

2 To compare and analyse with another contract

3 As a background guide and training tool

4 As a reference tool for websites and trade codes of practice

6 Checklist and analysis of issues

7 Achieve a clearer understanding

AN AGREEMENT dated this [______] day of [______] [______]

2 ENGAGEMENT OF THE DEVELOPER

5 OBLIGATIONS OF THE PROPRIETOR

Schedule 4 if such services are additionally agreed between the

6 OBLIGATIONS OF THE DEVELOPER

6.9 The Developer agrees to provide such Support Services as is specified

7 TIME OF THE ESSENCE

10 RIGHTS OF THIRD PARTIES

13 NO PARTNERSHIP OR EMPLOYMENT OR AGENCY

15 VALUE ADDED TAX

17 TERMINATION OF THE AGREEMENT

18 THIRD PARTY TRANSFER

commercially exploit or otherwise dispose of the App as it thinks fit.

COMMENTARY: APP DEVELOPMENT

AN AGREEMENT dated this [______] day of [______] [______]

CONTRACTS AND COMMENTARIES: Page(s)

General Business and Commerce

Employment, Contracts for Services and Confidentiality

Sponsorship and Image Rights

Advertising, Promotion, Product Placement

58 Promotional Use of a Company’s Logo 543

Film and Television Production

Short-form Agreement, Letters and Competition Rules

90 Freedom of Information Request 809

Specific Clause Meanings 839

Codes of Practice and Guidelines 849

Legal, Commercial and Business Internet Directory 855

Terms of Use 867

AN AGREEMENT dated this [] day of [] [__]

AN AGREEMENT dated this [] day of [] [__]

Date of this Agreement: [] [] [__]

5.1.2 £[] on or before [];

5.1.3 £[] on or before [].