Talent Agreement Terms & Conditions

 

TALENT AGREEMENT TERMS & CONDITIONS

THE AGREEMENT is made

BETWEEN

AMS Promotions of Suite 3 Level 27, Governor Macquarie Tower, 1 Farrer Place Sydney NSW 2000 AUSTRALIA ABN 73 221 641 257

AND

The person, partnership or company named and described in the Join Our Team Form completed via http://amspromotions.com.au/join-our-team/ (hereinafter called the “CONTRACTOR”).

BACKGROUND

AMS Promotions is an Australian business providing Promotional Talenting Services, AMS Promotions provide an amazing team of professional Brand Ambassadors, Promotional Models, Event Assistants, Grid Girls, Product Demonstrators and Mascot Performers for campaigns and events throughout Australia.

The CONTRACTOR has the skills and ability to perform required tasks.

AMS Promotions Sydney seeks to engage the CONTRACTOR in the provision of Promotional Talent Services.

THE CONTRACT

The CONTRACTOR agrees to provide the services at the fee set out in the attached Third Schedule on the terms and conditions set out below.

This Agreement shall commence on the date sent and/or emailed and shall continue until the completion of the event OR until terminated by either party.

THE SERVICES

THE CONTRACTOR will;

Provide the services set out in the attached Second Schedule.

Comply with the requirements from time to time contained in AMS Promotions Contractors Policy, a copy of which current policy is attached as the First Schedule.

Keep AMS Promotions Sydney fully informed on all matters arising out of the CONTRACTORS activities in relation to this agreement.

Keep and maintain proper records pertaining to the performance by the CONTRACTOR hereunder and provide reports to AMS Promotions Sydney in such form and with such frequency as AMS Promotions Sydney may reasonable require and detailing the CONTRACTORS activities in relation to this agreement.

Provide from time to time during the currency of this Agreement, such other advice, assistance or facility in connection request and which the CONTRACTOR is able and willing to provide.

If the CONTRACTOR is a company, provide from time to time employee(s), suitable qualified to perform the activities in relation to this agreement.

The CONTRACTOR will not;

Do anything to prejudicially affect the goodwill and reputation of AMS Promotions Sydney.

Enter into any commitment or incur any obligation on behalf of AMS Promotions Sydney in excess of authority as may from time to time be granted to the CONTRACTOR by AMS Promotions Sydney. AMS Promotions Sydney will not be bound by any proposed commitment, obligation or transaction unless and until the same is countersigned by a managing partner of AMS Promotions Sydney.

Hold out to or represent to anyone that he/she is other than a CONTRACTOR or that he has any authority to unilaterally bind AMS Promotions Sydney.

Notwithstanding Clauses 3.1. and 3.2. hereof but subject to Clauses 3.4. and 3.5. below the CONTRACTOR may as part of the business provide advice, assistance and services to persons other than AMS Promotions Sydney provided that it is not in competition with AMS Promotions Sydney and as long as the provisions of such advice, assistance and services does not impact on AMS Promotions Sydney business opportunities.

 The CONTRACTOR shall give AMS Promotions Sydney written notice of its intention to provide advice, assistance and services to any person other than AMS Promotions Sydney and of the person to whom he/she attends such advice, assistance and services will be provided.

 The CONTRACTOR will not profit from conducting any advice, assistance and services that a reasonable person would deem to be in competition with AMS Promotions Sydney.

THE CONTRACTOR FEE

In consideration of the services that the CONTRACTOR provides AMS Promotions Sydney, AMS Promotions Sydney shall pay the CONTRACTOR fees based on completed services negotiated by the CONTRACTOR, the rate of which is calculated in the manner set out in the Second Schedule hereto.

The parties may from time to time and as mutually agreed by them during the currency of this Agreement, alter in writing the contract fees or the manner in which they are calculated.

PAYMENT TO CONTRACTOR

Payment to the CONTRACTOR of the contract fees will be subject to the following:

The CONTRACTOR shall provide AMS Promotions Sydney with a valid Tax Invoice and weekly schedule for each service provided.

Payment will not be made unless the CONTRACTOR has a valid Australian Business Number (ABN) and completed all records and reports as required to be completed by AMS Promotions Sydney.

 OBLIGATIONS OF AMS PROMOTIONS SYDNEY

In addition to the contract fees AMS Promotions Sydney may at its discretion provide reimbursement of agreed related expenses incurred by the CONTRACTOR or by any approved employee of the CONTRACTOR in performing the obligations of the CONTRACTOR.

The payments, if any to be made by AMS Promotions Sydney pursuant to this contract shall be reviewed from time to time by written agreement between the parties. Should such review not be mutually agreed either AMS Promotions Sydney or the CONTRACTOR may terminate the agreement subject to Clause 8.

NATURE OF RELATIONSHIP

The CONTRACTOR shall render the services and otherwise fulfil his/her obligation to AMS Promotions Sydney as an independent CONTRACTOR and shall not be or be deemed to be an employee, a partner, joint venture partner or agent of or with AMS Promotions Sydney or of any related company of ABN 73 221 641 257.

The CONTRACTOR acknowledges that as an independent CONTRACTOR he/she is not entitled to payment from AMS Promotions Sydney for Annual Leave, Special Leave, Holiday Leave or Redundancy Payments.

TERMINATION

This agreement may be terminated at any time by AMS Promotions Sydney for any reason.

The CONTRACTOR shall not at any time or for any reason, whether during the currency of this agreement or after its termination divulge or communicate to any person any trade or business secrets of AMS Promotions Sydney, any information concerning AMS Promotions Sydney or their clients is deemed confidential information.

The CONTRACTOR shall not continue providing services to AMS Promotions Sydney clients once the service agreement is complete for at least a period of one hundred and eighty days (180) after termination, directly or indirectly either as a partner, employee, service provider, stakeholder, or in any other capacity whatsoever, establish or engage in any business the same or similar to that carried out on by AMS Promotions Sydney within the geographical regions in which the CONTRACTOR has operated during the twelve (12) months immediately preceding the termination of this agreement. The CONTRACTOR will procure from each of its employees a Deed in the same terms as set out in this clause.

On termination any contract fees outstanding are payable to the CONTRACTOR only if the criteria laid out in 5.1 has been satisfied in full on the date of termination.

GENERAL

 AMS Promotions hereby indemnifies and keeps indemnified the CONTRACTOR and any employee of the CONTRACTOR from and against all actions, suits, proceedings, claims and demands whatsoever made or brought against the CONTRACTOR by any third party in respect of or arising out of the performance by the CONTRACTOR of its obligations hereunder other than those arising out of negligence, wilful neglect default, failure to account failure to pay taxes, levies and charges or misconduct on the part of the CONTRACTOR.

For the purpose of this agreement the addresses of the parties for communication and notice, unless subsequently changed by written notice from one party to the other, shall be its respective address written in the attached Third Schedule. Any notice or other communication shall be in writing and may be served on either party by personal delivery to that party or an officer of that party or being delivered to the said address or to the address of the party last known to the party giving notice.

 In this agreement, unless inconsistent with the context;

The singular includes the plural and vice versa, one gender includes the other gender, words importing persons include companies and other bodies, whether incorporated or not and vice versa;

Month means calendar month

Headings are inserted for convenience only and shall not affect the construction of this agreement.

Reference to either party include its successors and permitted assigns.

COMPLETENESS

The terms and conditions set out in this agreement replace any previous agreement and understanding between parties.

CONFIDENTIALITY

The CONTRACTOR agrees that during the course of this agreement, the CONTRACTOR will come in contact with and/or receive confidential and proprietary information from AMS Promotions Sydney, including but not limited to business plans, business processes, client specific information, sales plans, product concepts, technical information, software programs in machine readable code form, electronic and printed documentation, pricing information, marketing plans (“Confidential Information”) and the source code human readable versions of the computer software programs which are commercially valuable products of AMS Promotions which are secret and not generally known to others(‘Trade Secrets”). A loss of competitive advantage due to unauthorised discloser or unauthorised use of Trade Secrets or Confidential Information would cause injury or harm to AMS Promotions Sydney.

As used herein, Confidential Information’s and Trade Secrets shall not include information:

In the public domain, other than by a breach of duty to the disclosing party;

Receive from a third party without any obligation of confidentiality;

Known to the receiving party at the time of receipt;

Independently developed by the employees of the receiving party: or

Generally made available to third parties by the disclosing party without restriction on disclosure.

The CONTRACTOR will limit access to the confidential information and trade secrets to authorised employees and CONTRACTORS on a “need to know” basis and will maintain the confidentiality of the confidential information and trade secrets of the disclosing party with at least the same degree of care that it uses to protect its own confidential information and trade secrets.

The CONTRACTOR shall not directly or indirectly; disclose, divulge, distribute, publish, reproduce, transmit or transfer to any third party the trade secrets and/or confidential information or any portion thereof, without the prior written consent of the disclosing party.

The CONTRACTOR acknowledges that any breach of confidentiality would cause serious harm to the disclosing party. Accordingly, the CONTRACTOR agrees that in the event of such a breach, the disclosing party shall be entitled to seek and obtain a restraining order, injunction and other equitable relief in addition to all other legal remedies available.

On termination of this agreement:

The CONTRACTOR shall immediately return to AMS Promotions Sydney all supplied copies of confidential information and/or trade secrets whether electronic, magnetic, printed or otherwise;

The CONTRACTOR will destroy and certify in writing to the other party the destruction of all duplicate copies created of confidential information and/or trade secrets whether electronic, magnetic, printed or otherwise.

All right, title and interest, including worldwide copyrights, trade secrets, confidential and proprietary information in the trade secret and confidential information shall at all times remain the property of the respective parties. Nothing in this agreement shall be construed as granting or conferring any rights by licence or otherwise in any of the confidential information or trade secrets disclosed.

The obligation to protect the confidential information and trade secrets shall survive termination of this agreement for a period of five (5) years from the date of disclosure.

SEVERANCE

If any provision of this agreement is held invalid, unenforceable or illegal for any reason this agreement shall remain otherwise in full force apart from such provision which shall be deemed deleted.

ARBITRATION OF DISTRIBUTES

In the event of the dispute concerning the contents of this agreement, the parties agree to make every effort to resolve the dispute by consultation and negotiation. If the negotiation process is exhausted without the dispute being resolved within twenty-eight (28) days of notification, the parties shall refer the matter to a mutually agreed arbitrator within a period of fourteen (14) days. Thereafter the parties shall submit to arbitration before the arbitrator strictly in accordance with the requirements of the arbitrator.

INSURANCE’S

The CONTRACTOR warrants that it has in place the following insurance’s;

Workers compensation insurance;

Public liability insurance;

And/or any other relevant insurances required by the state and/or territories they reside.

GOVERNING LAW

This agreement will be governed by and construed in accordance with the laws of New South Wales and both parties will submit to the non-exclusive jurisdiction on the Courts of New South Wales.

RIGHTS TO SUBSIST

After termination of this agreement with rights and the CONTRACTOR’S obligations shall subsist and remain enforceable by AMS Promotions Sydney.

STAMP DUTY AND LEGAL COSTS

If there is any stamp duty payable in respect of this agreement, it should be paid by the CONTRACTOR and each party shall pay its own legal costs in connection with the preparation and execution of the agreement.

THE FIRST SCHEDULE

AMS PROMOTIONS CONTRACTORS POLICY

The CONTRACTOR is required to present a valid Tax invoice to AMS Promotions after the completion of the agreed service.

The hourly rate provided by AMS Promotions Sydney is the final payable amount. The CONTRACTOR is responsible for meeting their own costs including Medicare and Superannuation Levies, Holidays and Special Leave and any other fee or change incurred in the course of this agreement.

THE SECOND SCHEDULE

                THE CONTRACT SERVICES & FEES

                SERVICE TYPES:

                Promotional talent staffing

The CONTRACTOR will supply professional services necessary to execute promotional talent staffing.

For health and safety reasons, AMS Promotions Sydney has determined that 40 hours per week is a reasonable limit for a regular week and under normal circumstance the CONTRACTOR will be asked to ensure that its work schedule is NOT MORE than 40 hours per 7-day week.

Days selected for this contract are shift hours 7 days per week

PAYMENT AND EXPENSES

The hourly rate will be communicated through email regarding each promotional job.

Payment will be made once documented tax invoice and time sheets are received to AMS Promotions by emailing to accounts@amspromotions.com.au

All invoices are processed twice monthly.

All expenses incurred are the CONTRACTORS responsibility unless agreed and approved upfront by AMS Promotions.