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This Agreement
1.1 About us. Hello. We’re University of the Arts London (“UAL”). You can find us at 272 High Holborn,
London, WC1V 7EY, United Kingdom. “We”, “our”, “ours”, and “us” refers to UAL.

1.2 About the Project. We are delighted that you will be working with us on the project sponsored by
NHS South East London Integrated Care Board (the “Client”) with offices at 160 Tooley Street
London SE1 2TZ (the “Project”).

1.3 Term. The Project shall end on 2 February 2023 (or any other date we notify you of) (the “Term”).

1.4 The agreement. This agreement will govern your involvement in the Project and the work you
create for it (the “Agreement”) and by signing below, you agree to the terms set out below. You
also agree to take any further actions we may reasonably request of you to give full legal effect to
this Agreement. Please read this Agreement carefully and let us know if you have any questions.
You are of course also free to seek independent legal advice in relation to this Agreement.

Your Work
2.1 Definition. “Your Work” means all the designs, concepts, drawings, animations, models, and other
artistic, literary and/or other works or materials that you may create or produce, or may have already
created or produced, in relation to the Project.

2.2 Delivery. You agree to deliver all physical and/or electronic representations of Your Work, including
working materials, to us, by the end of the Project. All title and risk in the physical and/or electronic
representations of Your Work shall pass to us on delivery.

2.3 Warranty. By signing this Agreement, you confirm and warrant (promise) that:

(a) you have the right to grant the assignments referred to in clause 4.1(a);
(b) Your Work is and will be all your own work, and that it was or will be created specifically for
this Project; and
(c) you have not copied or used, in whole or in part, any of your earlier work, any work from a
third party (except for any of the Client’s work which they have consented to you copying
or using), or have made any articles based on your own, or a third party’s, earlier designs.

Purchase of Your Work

3.1 Option to purchase. During the Term, and (if applicable to your Project) for 6 months after the
Term (the “Option Period”), the Client will have the option to purchase all or part of Your Work and
IP Rights (as defined in clause 4.1).

The Client may have already decided to purchase Your Work and IP Rights before you sign this
Agreement. Unless we communicate to you otherwise, you agree that you have been made aware
of the purchase and the Fee (as defined in clause 3.2) you will be paid.

3.2 Payment. If the Client decides to purchase all or part of Your Work and IP Rights, you will be paid
a fixed one-off amount of £150 (the “Fee”) once we have been paid in full by the Client.

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 This Fee will be exclusive of VAT and will represent 100% of the net amount we receive from the
Client for Your Work and IP Rights. The remaining amount will be kept by us to account for our
administrative costs.

If you worked on the Project as part of a team, the Fee may be shared with your team members,
as determined by us at our sole discretion.

3.3 Competition. The Project may include a competition, which may result in Your Work being selected
by the Client as the winner. If Your Work is selected by the Client as a winner of a competition, you
may be entitled to a prize. We will notify you if this happens. Whether or not you are the winner of
a competition, the Client will still have the option to purchase Your Work in accordance with clause
3.1, and we will notify you of the purchase and any Fees due to you in the same way.

3.4 Tax. You agree to be responsible for paying any tax and/or national insurance contributions which
may be due from you in relation to the Fee. You further agree to compensate us if we are required
to make any such contributions which may be due from us in respect of the Fee paid to you.

Intellectual Property
4.1 Assignment of IP. By signing this Agreement, you hereby:

(a) assign with full title guarantee:

(i) all title, risk, and intellectual property rights in and to Your Work (including in any
joint work created by you with any co-owners of the Project) (“IP Rights”) to UAL,
whether arising before, on, or after, the date of this Agreement (in other words, any
work you create in connection with the Project both before and after you sign this
Agreement); and
(ii) the right to sue for damages and other remedies and to retain any damages obtained
as a result of such action; and

(b) consent to the transfer of any rights in any joint work created by any other member of your
team working on the Project to UAL.

4.2 Moral rights. By signing this Agreement, you also agree to:

(a) irrevocably and unconditionally waive all moral rights in Your Work which you may now or
at any time in the future be entitled to by law (including any moral rights in any work you
create in connection with the Project both before and after you sign this Agreement); and
(b) never assert your moral rights or make any public statement objecting to UAL or the Client’s
use of Your Work.

4.3 Licence of IP. During any Option Period, we will grant the Client a limited licence to use Your
Work, so the Client may decide whether they wish to purchase it.

4.4 Work Purchased. If the Client purchases your work in accordance with clause 3, we will assign
the IP Rights to the Client.

4.5 Return of IP. If the Client does not purchase Your Work, or purchases only part of Your Work, all
IP Rights assigned to us, and any IP Rights in the part of Your Work not purchased by the Client,
will automatically revert to you (subject to clause 4.6) at the end of the Option Period, as applicable.
However, you may not receive back the original physical work or materials that you created for the
Client.

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 4.6 Team involvement. If Your Work was created as part of a team, you and the other students in
your team shall agree between yourselves who owns the IP Rights in the work. We won’t be
involved in any disputes arising from you and your team’s decision.

4.7 Client IP. Should the Client provide you with any documentation or materials (“Client Materials”)
in relation to the Project, the Client will retain all intellectual property rights in those Client Materials.
The Client Materials must only be used for the purposes of the Project. You agree to return or
destroy the Client Materials and any copies to the Client if requested to do so and in any event at
the end of the Project.

4.8 What you cannot do with Your Work. During the Term (and Option Period if applicable), you
agree not to showcase Your Work for any Portfolio purposes, without the Client’s prior written
consent.

“Portfolio” means a collection of your work to show potential employers, customers or clients,
whether in print and/or digital form or on social media sites.

4.9 What you can do with Your Work.

(a) At any time you will be able to submit Your Work for UAL’s assessment purposes.

(b) After the Term (and Option Period if applicable) regardless of whether Your Work has been
assigned to the Client, you will be able to:

(i) display copies of Your Work in any exhibition or show organised by UAL; and
(ii) include copies of Your Work in your Portfolio.

Confidentiality
5.1 Definition. “Confidential Information” means all information relating to the Client that is marked
as confidential or would reasonably be considered to be confidential, which may be disclosed to
you during the Project.

5.2 Obligations. You agree to:

(a) maintain the confidentiality of any Confidential Information;

(b) not disclose, copy, or modify the Confidential Information without UAL or the Client’s prior
written consent;
(c) disclose Confidential Information only if necessary to comply with the law, provided that the
Client has been notified before any disclosure has been made (if legally allowed); and
(d) promptly notify the Client if you become aware of any unauthorised use, disclosure, theft,
or loss of the Confidential Information.

5.3 Exceptions. Confidential Information does not include information that:

(a) is in the public domain at the time of its disclosure;

(b) is lawfully received by you from another party free of any obligation of confidence at the
time of its disclosure; or
(c) was already in your possession.

5.4 Confidentiality term. This clause shall continue for an additional 1 year after the expiration of this
Agreement.

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 Data Protection
6.1 Privacy Policy. We are committed to protecting and respecting your privacy. We may collect and
process your personal data in connection with the Project and in accordance with our Privacy Policy,
as updated from time to time, which can be found here: http://www.arts.ac.uk/study-at-
ual/academic-regulations/student-regulations/privacy-policy/.

6.2 Data we share. We may share your name, photograph, and a short biography of you with the
Client, who may also use this information in relation to marketing the Project and any other
commercialisation of Your Work. The Client will comply with its own privacy policies and procedures
when doing so.

6.3 Data Protection compliance. To the extent we or the Client act as “data processor” and process
any of your personal data during this Agreement, we agree to comply with all applicable
requirements of the UK General Data Protection Regulation, the Data Protection Act 2018 as may
be amended from time to time, and all applicable data protection legislation.

6.4 Contact us. If you have any questions, comments, or requests regarding our data processing
practices, please contact our Data Protection Officer at dpo@arts.ac.uk for UAL and
katie.nalkin@nhs.net for the Client.

Other Important Terms

7.1 Variation. If we need to change any of the terms of this Agreement, we will notify you in writing
before the changes take effect.

7.2 Survival. Any provision of this Agreement which is intended to remain in force on or after the expiry
or termination of this Agreement will remain in full force after expiry or termination.

7.3 Entire agreement. This Agreement is the entire agreement between us. Except for any documents
which we require you to execute in accordance with clause 1.4, anything outside of this Agreement,
such as discussions or other agreements, is superseded by this Agreement.

7.4 Invalidity. If any provision of this Agreement is held to be illegal, void, invalid or unenforceable, the
rest of this Agreement will remain valid and enforceable.

7.5 Third-party rights. A person who is not a party to this Agreement may not enforce any of its terms
under the Contracts (Rights of Third Parties) Act 1999. You may not transfer, assign, or subcontract
any of your rights or obligations under this Agreement, in whole or in part, to any third party.

7.6 Governing law and jurisdiction. This Agreement shall be governed by the laws of England and
Wales and the English and Welsh courts shall have the exclusive jurisdiction to settle any disputes
in relation to it.

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 This Agreement will become legally binding on you and will have immediate effect when you sign (and
on us when we countersign) this Agreement. If the Project has already commenced, this Agreement
shall be treated as applying from the start of the Project.

The Student

Signature: ____________________ Signature: ____________________

Date: ____________________ Date: 24/10/2022

____________________

Xinyue Wang TIM HOAR

Name: ____________________ Name: ____________________

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