Freelance agreement. and. 1 Freelancer work

Transcription

1 Freelance agreement This agreement is entered into by and between TITELBILD Subtitling and Translation GmbH, a Red Bee Media Company, legally represented by its management, Katharinenstraße 18, Berlin - hereinafter referred to as TITELBILD - and - hereinafter referred to as Freelancer - - hereinafter collectively referred to as the Parties - 1 Freelancer work 1. The Freelancer agrees to work for TITELBILD, if and when relevant projectrelated assignments eventuate in the future. Details of the project-based collaboration, especially those referring to the Freelancer s area of responsibility and the demands relating to the completion of the assigned task, are set out in the project-related individual purchase order. The individual purchase order can be made either in writing or orally (e.g. by telephone, , etc.).

2 2. The Freelancer will perform his/her obligations as an independent contractor, is not subject to the managerial authority of TITELBILD and is especially not bound to a place or time in the performance of his/her work, as far as the agreement on the individual purchase order does not state otherwise. An employment contract shall not be justified. 3. The Freelancer is obliged to carry out assigned purchase orders personally. Completion by a third party of the services owed requires the prior consent of TITELBILD. 2 Term of contract and termination 1. This agreement will enter into force as soon as both Parties have signed the contract. If, upon commencement of the agreement, individual purchase orders have still not been completed ( current purchase orders ), the regulations of this agreement will apply on a complementary basis, as long as this is not in contradiction with the contents of the respective individual purchase order, for which the regulations of this agreement are called into question, and as long as the Parties do not rule out the implementation of this agreement in the coming into force of current purchase orders. 2. The entering into this agreement shall not constitute the claim that TITELBILD is obliged to contract the Freelancer in future, or that such a commissioning will take place on a regular basis. TITELBILD is free to commission the actual purchase order for the project-related assignment. 3 Fee, Reimbursement of Expenditures

3 1. Payment for services rendered by the Freelancer as well as payment conditions will be agreed upon between the Freelancer and TITELBILD when the projectrelated purchase order is placed. 2. The Freelancer will invoice TITELBILD his/her fee according to the projectrelated purchase order after completion of the entire project-related assignment. Claims for partial payments before the assignment has been completed will require a separate agreement in the project-related purchase order. TITEL- BILD will pay the sum within 60 days after receipt of the invoice, insofar as TITELBILD has approved the services of the Freelancer as being in accordance with the purchase order. 3. The Freelancer is solely responsible for deducting income tax and any social security contributions on his/her own. 4. Expenditures incurred by the assignment are borne by the Freelancer. 4 Illness, loss of working capacity and vacation 1. The Freelancer cannot claim a fee or any other service on the part of TITEL- BILD if he/she is unable to fulfil an assignment due to illness or any other reason. In case of incapacity for work, TITELBILD must be notified immediately. 2. The Freelancer cannot claim vacation or holiday allowance. 5 Outside activities/non-competition clause The Freelancer is free to provide his/her services to other employers. These outside activities must not, however, compromise the services rendered to TITELBILD.

4 6 Confidentiality, secrecy 1. The Freelancer shall treat as confidential all confidential information of TITEL- BILD, any company connected to TITELBILD or any of TITELBILD s clients that was revealed to them within the framework of their freelance activities, and will continue to treat this information as confidential after termination of the freelance contract. The Freelancer may only make use of confidential information for the purposes of the assignment. The Freelancer may only make mention to third parties of his/her activities for TITELBILD (for reference or application purposes, for example) after written agreement has been provided by TITELBILD. 2. Confidential information is to be understood as all information that TITELBILD, any company connected to TITELBILD or any of TITELBILD's clients clearly or most likely desires to not make publicly known, especially business or trade secrets. 3. The Freelancer must protect confidential information from unauthorized use or dissemination. Any confidential information, insofar as it is physically available, such as on paper or in electronic form, is to be kept in sealed containers. After termination of the contract, the Freelancer is obliged to return such confidential information to TITELBILD. The Freelancer shall inform TITELBILD immediately in the case of unauthorized disclosure or loss of confidential information. 4. The aforementioned regulations shall not apply if prior written consent has been given by the other party or if the confidential information (i) is explicitly meant for publication, (ii) is generally known or (iii) dissemination is essential to the contract for the carrying out of the assignment and/or (iv) was developed independently and autonomously by one of the Parties, without having had knowledge about or used the same information or data belonging to the other party. Furthermore, the Parties may disclose confidential information if (v) the Parties are obliged to do so on the grounds of a law or other binding court deci-

5 sion. In the case of disclosure of confidential information to third parties, the Freelancer is obliged to disclose the confidential information only to third parties, who have also agreed to treat the confidential information as such. 7 Return of property and documentation The Freelancer agrees to immediately, and without having been requested to do so, return all property belonging to TITELBILD in his/her possession, all documentation made available to him/her by TITELBILD within the framework of his/her assignment and any other materials upon termination of the freelance contract. The Freelancer shall have no right of retention. The same applies when the Freelancer has been provided with documentation or other materials for the duration of an assigned purchase order. 8 Intellectual Property rights 1. If, during completion of the contractual services, the Freelancer becomes entitled to copyright, rights of use and/or any other rights in accordance with German copyright law the Freelancer must grant TITELBILD these rights of use and/or the exclusive and transferred rights of use and exploitation rights, as well as the related rights, for worldwide utilization, without any limitations on content, time or place. The granting of rights especially refers to the following works by the Freelancer, without being solely limited to them: Translations and subtitled works as well as other linguistic works, works of (applied) art, scientific or technical illustrations such as drawings, plans, sketches and graphics, photographic and cinematographic works, etc. 2. The transferral according to clause 1 includes TITELBILD s right to use playback publicly, copy, disseminate, broadcast, record in analogue form on video, data and audio storage media of any kind and subsequently replicate and disseminate the works nationally and internationally, in physical and non-physical

6 form, in return for payment or free of charge. Transferral especially includes the right to make the work interactively available in electronic form (i.e. CD-ROM, DVD, other date storage media, Internet, proprietary online services, etc.) via all currently known broadcasting methods, such as cable, satellite, radio transmission systems, including WAP, GPRS and HSCSD (HSMD) and via the broadcasting system UMTS/IMT All of the aforesaid rights must be granted or transferred to TITELBILD at the time of their accruement, at the latest and also after termination of the freelance contract, and may be used, utilized and transferred to third parties by TITEL- BILD, in their entirety or in part, as an exclusive or non-exclusive authorization, or must be granted an exclusive or non-exclusive right of use or left to be utilized, without the need for consent from the Freelancer. 4. The Freelancer is obliged, as a precautionary measure, to carry out all necessary actions and make all necessary declarations for the transferral and/or granting of the aforementioned rights. 5. The Freelancer shall especially grant TITELBILD the right to make amendments or alterations to works and services provided by him/her as well as the right to replicate, publish and disseminate the amended or altered works. 6. The Parties are aware that it may not be possible to fully evaluate the future economical significance of some of the types of use included in the aforementioned granting of rights. As TITELBILD depends on utilizing the works in the future for all types of use, some of which may as yet be technically unknown, the Parties give their explicit consent that TITELBILD is granted the aforementioned rights of use in the aforementioned capacity, including types of use which are to date technically unknown. 7. There is no obligation on the part of TITELBILD to exploit the rights granted. The right of revocation which, according to 41 of German copyright law

7 (UrhG), the Freelancer may be entitled to if the granted or transferred rights of use are not exercised, will not apply for a period of five years after the granting or transferral. The revocation can only be claimed once the Freelancer has granted a respite of two years to TITELBILD upon demand of individually identified uses. 8. The Freelancer agrees, within the framework of his/her right of determination as stipulated in 13 Clause 2 UrhG, that they will not be named or identified as the author in the use of the contractual rights. 9. All works and other services rendered by the Freelancer are part of the activities as stipulated in 1 of this agreement or any individual purchase order that is as yet to be made. These works and other services, and any other eventual claims on the part of the Freelancer for the granting or transferral of the rights mentioned in 8 of this agreement, are reimbursed in their entirety once TITELBILD has paid the fee to the Freelancer. This also applies to the period after termination of the freelance contract as entered into with this agreement. 10. The Freelancer has no right of retention with regard to the granting of the aforementioned rights of use. The Freelancer cannot revoke the granting of the rights of use, except in the case that a suitable justification results from this agreement or a mandatory statute. 9 Liability/Warranties 1. TITELBILD shall only be held liable for damages based on intent or gross negligence, if and so far as this does not concern damages that have resulted from the breach of such contractual duties, the observance of which makes the proper execution of the agreement possible in the first place and upon which the Freelancer regularly depends and trusts (contractual, or cardinal obligations). As far as TITELBILD cannot be accused of an intentional breach of con-

8 tract, liability will be limited to the foreseeable and typically occurring damage. A limitation of liability will not apply to injury to life, physical injury or damage to health. 2. The Freelancer guarantees that he/she will fulfil his/her duties faultlessly and that his/her services and the use thereof by TITELBILD do not infringe upon any third party rights (copyrights and ancillary rights of use, industrial property rights, and trademark and design rights). The Freelancer is aware that infringement of the duty to carry out the work faultlessly can especially lead to damage claims on the part of TITELBILD. 10 Final provisions 1. This agreement contains all agreements that the Parties have made with respect to its subject matter. Additional verbal arrangements do not apply. All annexes mentioned shall be part of the agreement. 2. Any modifications or amendments to this freelance agreement must be confirmed in writing. 3. If provisions of this freelance agreement are or become invalid in their entirety or in part, this will not have an effect on the remaining provisions laid out in this agreement. The invalid provision will be replaced by another valid provision, which corresponds to the wishes of the Parties to the greatest extent possible.

9 4. This contract is subject to German law. Berlin is the sole place of jurisdiction for all disputes arising from or in connection with this agreement., (place).. (date), (place).. (date) TITELBILD Subtitling and Translation GmbH Freelancer