Vendor Terms & Conditions

KEYWORDS CONTRACTOR TERMS

1.DEFINITIONS AND INTERPRETATIONS

1.1 In this Agreement, unless the context otherwise requires, capitalized words and phrases shall have the meanings given in the SOW or in these Keywords Contractor Terms and the following words and expressions shall have the following meanings:

Affiliate means, in relation to a body corporate, any entity that directly or indirectly controls, is controlled by, or is under common control with that body corporate from time to time and where control means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company (and controls and controlled shall be construed accordingly;

Agreement means these Keywords Contractor Terms, together with the SOW and any schedules attached to the SOW;

Assigned Rights has the meaning given in clause 15.1;

Business Day means Monday to Friday, excluding any public holiday in the country in which the Studio is located;

Capacity means as agent, consultant, director, employee, owner, partner, shareholder or in any other capacity;

Confidential Information means any and all information in whatever form (including, without limitation, in written, oral, visual or electronic form or in any magnetic or optical disk or memory and wherever located) received or obtained as a result of entering into or performing, or supplied by or on behalf of a Party in the negotiations leading to, this Agreement and which relates to: (a) the Studio, any Keywords Company, and any Customer; (b) any aspect of any business or affairs of any of the Studio, Keywords Companies, Customers or any of their respective customers, clients, agents, distributors, shareholders, officers or directors (including, without limitation, data, technology, source code, know-how, inventions, discoveries, designs, processes, formulations, models, equipment, algorithms, software programs products, documents, specifications, research and development work, trade secrets or other business information, and which, given the nature of the information or the circumstances surrounding its disclosure, might reasonably be regarded as confidential information); (c) the provisions or subject matter of this Agreement; (d) the negotiations relating to this Agreement; or (e) the Services or the Deliverables;

Contractor Materials means any works or materials (a) which are not created in the course of providing the Services or otherwise in the course of its Engagement; and (b) in which the Contractor is the owner or licensee of the Intellectual Property Rights;

Customer means: (i) any customer named in the SOW: (ii) any other customer of any Keywords Company to which the Contractor provides Services in connection with pursuant to this Agreement; and (iii) any Affiliate of any such customers;

Customer Personal Data means any personal data in respect of which the Customer is the controller and Studio Personal Data means any personal data in respect of which the Studio is the controller;

Deliverables means any and all works and materials created or modified by, for, or on behalf of the Contractor in the course of providing the Services or otherwise in the course of its Engagement to be provided to the Studio in relation to the Services, including any and all output of the Services and any other agreed documents, works, materials and media;

Data Protection Legislation means any applicable data protection related laws and regulations, as amended, extended or re-enacted from time to time, including the following:

a)    all laws relating to data protection, the processing of personal data, privacy and/or electronic communications in force from time to time in the United Kingdom, including the Data Protection Act 2018 and the UK GDPR (as defined in the Data Protection Act 2018);

b)    EC Directive 2002/58/EC on Privacy and Electronic Communications;

c)      EC Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the GDPR);

d)      all local laws or regulations implementing or supplementing the EU legislation mentioned in (b) and (d) above; and

e)      all mandatory codes of practice issued by national regulators relating to the laws, regulations and EU legislation mentioned in (a) to (d) above.

Deemed Employee Determination has the meaning given in clause 3.2;

Effective Date means the date of this Agreement;

Engagement means the engagement of the Contractor by the Studio on the terms of this Agreement;

Equipment has the meaning given in clause 2.6;

Fees means the remuneration payable by the Studio to the Contractor for the provision of the Services and the Deliverables in accordance with clause 5 (Fees) and the SOW;

Good Industry Practice means the exercise of skill, diligence, prudence and foresight that would reasonably be expected from a skilled and experienced operator engaged in the same or similar type of services as the Contractor;

Individual means the Contractor, if the Contractor is an individual and not a corporate entity, and any person named in the SOW who is performing Services for or on behalf of the Contractor;

Information Security Terms means any additional terms relating to information technology security that may be included in a schedule of this Agreement;

Intellectual Property Rights means patents and utility models (including any supplementary protection certificates or other extensions), rights to inventions (whether patentable or not), copyright and all rights in the nature of copyright (including authors' and neighbouring or related rights) and moral rights, trade marks and service marks, trade names, titles to works, rights in domain names, rights in get-up, rights in goodwill and to sue for passing off and/or unfair competition, rights in designs, rights in computer software (including source code and object code), database rights, topography rights, rights to use and protect the confidentiality of confidential information (including without limitation know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and for the whole legal term of protection of such rights, and including without limitation all rights to apply for and be granted, renewals and extensions of and rights to claim priority from, such rights, and all similar or equivalent rights or forms of protection in any part of the world, whether subsisting now or in the future;

Insolvency Event means where: (a) a Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or is declared bankrupt or bankruptcy proceedings are commenced against that Party; (b) a Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or (c) an analogous or similar event to any of the foregoing in (a) or (b) occurs in relation to a Party under the law of the jurisdiction in which it is incorporated (if a company) or resident (if an individual).

Keywords Companies means the Studio and the Studio’s Affiliates and Keywords Company means any one of them;

Losses means losses, damages, liabilities, claims, costs and expenses (including fines, penalties, legal and other professional fees and expenses);

Open Source Materials means any publicly available software or material that contains or is derived from, or is distributed or licensed: (a) as free or open source software; (b) under a licensing or distribution arrangement that requires, as a condition of use, modification and/or distribution of such software or material, that other software incorporated into, derived from or distributed with such software or material be: (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge; or (c) under a licensing or distribution arrangement the same as or similar to (a) or (b) above, including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License, the Artistic License, the Netscape Public License, the Apache License and/or the Sun Community Source License (SCSL) and/or the Sun Industry Standards License (SISL);

Restricted Area means Québec, Canada, and all other territories and jurisdictions in which recipients of Services and Deliverables provided by the Studio are located at any stage in the twelve month period before the termination of the Engagement;

Services means any and all of the services which are provided by the Contractor under the SOW;

Statement of Work or SOW means the document to which these Keywords Standard Terms are attached, describing the Services to be provided and the Deliverables to be delivered by the Contractor;

Studio Materials means any works or materials (including equipment, assets, software, products and documentation) provided by or on behalf of the Studio (or other Keywords Company or any Customer) to the Contractor in the course of the Engagement;

Substitute means a substitute engaged by the Contractor under the terms of clause 2.5;

Tax means all forms of taxation, duties, social insurance contributions, withholding or deduction or governmental charge in relation to tax or other levies or amounts paid or payable to any competent authority in any jurisdiction, including VAT, sales tax, excise tax, use tax, goods and services tax, consumption tax, income tax, corporation tax and any others of equivalent effect together with all penalties, charges, surcharges, fines and interest;

Tax Authority means any tax, revenue, fiscal, government, municipal or local authority, and any other statutory, governmental, state, provincial or local governmental authority, body, court, tribunal or official whatsoever competent to impose, administer, levy, assess or collect any Tax and/or to make a determination in relation to employment status;

Tax Liability means any requirement to account for any Tax or any Tax which the Studio considers should have or will be accountable in connection with any payment made or due to you in connection with the Services;

Term has the meaning given in clause 11.1;

Third Party Materials means any material, work or information in any form or medium (including Open Source Materials), and any Intellectual Property Rights which are not proprietary to the Contractor and are not Studio Materials; and

VAT means value added tax and any equivalent tax duties, fees and levies imposed in any jurisdiction on the sale of goods and supply of services by any Tax authority.

1.2      In this Agreement: (i) words denoting the singular include the plural and vice versa and words importing the masculine include the feminine; (ii) references to Acts, statutory instruments and other legislation are to legislation operative in England and Wales and to such legislation, modified, consolidated, amended or re-enacted (whether before or after the date of this Agreement) and any subordinate legislation made under that legislation; (iii) references to any English legal term, concept, legislation or regulation (including, without limitation, those for any action, remedy, method of judicial proceeding, document, statute, court official, governmental authority or agency) or any accounting term or concept, in respect of any jurisdiction other than England and Wales is construed as a reference to the term or concept which most nearly corresponds to it in that jurisdiction; (iv) reference to any document includes that document as amended or supplemented whether before or after the date of this Agreement; (v) paragraph headings shall not affect the interpretation of the Agreement; and (vi) words preceded by “including” or other similar phrases shall not be limited by such words or phrases and shall be deemed to be without limitation.

2. APPOINTMENT OF CONTRACTOR

2.1 The Studio hereby appoints the Contractor to provide the Services to the Studio during the Term, and the Contractor shall act in that capacity and provide the Services subject to the terms and conditions of this Agreement.

2.2 The appointment of the Contractor to perform the Services shall be non-exclusive. For the avoidance of doubt, the Studio shall be entitled to engage third parties to provide services which are the same (or substantially the same) as the Services.

2.3 Unless it has been specifically authorised to do so by the Studio in writing: (i) neither the Contractor nor any Individuals or Substitutes shall have any authority to incur any expenditure in the name of or for the account of the Studio; and (ii) the Contractor shall not, and shall procure that any Individuals or Substitutes shall not, assert or claim to have any authority to bind the Studio.

2.4 The Contractor will ensure that any Individual: (i) is suitably qualified, skilled, instructed and trained to provide the Services; (ii) adheres to the Contractor’s obligations under this Agreement; and (iii) is at all times an employee of the Contractor.

2.5 Subject to the Studio’s prior written consent, the Contractor may appoint a suitably qualified and skilled Substitute to perform the Services on the Contractor’s behalf, provided that: (i) the Substitute shall be required to enter into direct undertakings with the Studio, including with regard to confidentiality; and (ii) the provisions of clause 13 (Data Protection) are complied with. In such circumstances, the Contractor shall continue to invoice the Studio in accordance with clause 5 (Fees) and shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, the Contractor will be responsible for the acts and omissions of the Substitute and will continue to be subject to all duties and obligations under this Agreement for the duration of the appointment of the Substitute.

2.6 Unless specified otherwise in the SOW, the Contractor shall provide and be responsible for its own equipment, assets, software, products, materials and documentation for the provision of the Services and the delivery of the Deliverables (the Equipment). The Contractor shall maintain such Equipment at a level of standard that is in accordance with its duties under applicable law and otherwise follows Good Industry Practice in such respects. The Studio shall have no liability for any loss or damage caused to any Equipment.

2.7 The Contractor (and any Individual or Substitute) shall be available at all times on reasonable notice to provide such assistance or information as the Studio may require.

3. STATUS & TAX

3.1 Subject to clause 3.2, the relationship of the Contractor (and any Individual or Substitute) to the Studio will be that of independent contractor and nothing else in this Agreement shall render it (nor any Individual or Substitute) an employee, worker, agent or partner of the Studio and the Contractor shall not claim to be such (and shall procure that any Individuals or Substitutes shall not claim to be such). For the avoidance of doubt, the Contractor shall be liable for the salary, wages, benefits and other compensation and costs of any Individual or Substitute, whether in connection with the performance of the Services or otherwise.

3.2 In the event that any Tax Authority determines at any time that the Contractor (or any Individual or Substitute) should be regarded as an employee of the Studio for Tax purposes (a Deemed Employee Determination), both Parties agree that the Studio may, to the extent permitted by law:

(a) deduct an amount equal to any Tax Liability and any employment rights or benefits (including any form of paid leave) up to the date of the Deemed Employee Determination from any payment due to the Contractor under this Agreement;

(b) reduce the gross amount of any fees or any other payments that may be due to the Contractor pursuant to this Agreement by an amount such that the overall cost to the Studio of engaging the Contractor up to the date of the Deemed Employee Determination (to be reasonably determined by the Studio) is no greater than it would be if the Contractor (and any Individual or Substitute) had been treated as an employee for the duration of the Term); and/or

(c) require that the Contractor pay to the Studio an amount equal to any such Tax Liability up to the date of the Deemed Employee Determination (such payment to be made by the earlier of the payment date to the relevant Tax Authority or 15 Business Days after such demand is made by the Studio).

3.3 At any time during the Term, the Contractor shall, and shall procure that each Individual or Substitute shall, agree to any changes to the manner in which the Services are provided that the Studio may reasonably require to procure that the Contractor (and any Individual or Substitute) can be legitimately deemed not to be an employee of the Studio for Tax purposes.

3.4 In the event of a Deemed Employee Determination, the Studio shall be entitled to terminate the Engagement with immediate effect with no liability on it to make any further payments (other than in respect of any accrued Fees as at the date of termination).

3.5 The Contractor shall, and shall procure that the Individual or Substitute shall, promptly give to the Studio all such information and documentation as it may reasonably require from time to time in order for the Studio to determine whether the Engagement could be deemed to constitute an employment relationship and, if the Studio determines the Engagement could be deemed to constitute an employment relationship, to comply with the provisions of clauses 3.2 to 3.4 above. The Contractor shall, and shall procure that each Individual and Substitute shall, promptly inform the Studio of any material change to any information or documentation previously provided in compliance with this clause 3.5 and shall also promptly provide any other information or documentation that it considers (or ought reasonably consider) to be materially relevant to determining whether the Engagement is or could be deemed to constitute an employment relationship. Subject to clause 19.6 (Variation), the Studio reserves the right to amend the terms of the Engagement, and this Agreement, if the Engagement is determined by a Tax Authority to be an employment relationship.

3.6 The Contractor shall not, and shall procure that any Individual as applicable shall not, engage in any activity, practice or conduct which could constitute Tax evasion in any jurisdiction and both shall comply fully with all applicable Tax anti-avoidance laws, and shall have in place reasonable prevention procedures. The Contractor and any Individual and Substitute (as applicable) shall promptly report to the Studio any request or demand from a third party to facilitate the evasion of Tax.

4. STATEMENT OF WORK AND DELIVERABLES

4.1 Where the Studio seeks a material change to the SOW, the Studio shall give the Contractor reasonable written notice requesting the same (or such other time frame as may be agreed between the Parties in writing in good faith). The Contractor shall use all reasonable endeavours to meet the changed requirements as detailed in the written notification. Payment for such changes (if any) shall be agreed between the Parties. In the event that such a change results in the Contractor suffering Losses or otherwise incurring costs (including, but not limited to, the redeployment of persons engaged or employed by the Contractor to provide the Services), the Parties agree that the Studio shall pay a reasonable sum (to be agreed between the Parties in writing in good faith) to compensate any damages actually suffered or costs actually incurred by the Contractor in such circumstances. If the Parties are unable to agree on additional charges and/or costs to be paid by the Studio to the Contractor, the Contractor shall be under no obligation to make the additional change to the SOW.

4.2 The Contractor will provide the Services and deliver the Deliverables to the Studio (or, if expressly requested by the Studio from time to time, to any Keywords Company or directly to a Customer on behalf of the Studio) in accordance with the terms detailed in the SOW. The Contractor shall be required to meet delivery and supply times as set out in the SOW and, if it becomes aware of any circumstances that are likely to prevent the Contractor from meeting those times, shall immediately notify the Studio.

4.3 Promptly upon the provision of the Services and/or the delivery of the Deliverables in accordance with the SOW the Studio shall assess its quality. Where the Studio is not satisfied with the quality it shall provide the Contractor with written notice of its dissatisfaction. The written notice must detail the Services and/or the Deliverables the Studio is not satisfied with and specify in reasonable detail the nature of the dissatisfaction.

4.4 On receipt of the notice set out in clause 4.3, the Contractor agrees (at the Contractor’s expense) to work with the Studio in good faith to understand the nature of the dissatisfaction and then to use all reasonable efforts to rework the Services and/or the Deliverables and then provide or resubmit them in a form or manner so as to satisfy the Studio.

5. FEES

5.1 The Studio shall pay to the Contractor the Fees specified in the SOW less: (i) any deductions as required by law or which may be agreed in writing between the Parties or otherwise deducted in accordance with this Agreement; and (ii) at the Studio’s discretion, any sums that the Contractor or any Individuals and Substitutes may at that time owe to the Studio or any of the Keywords Companies.

5.2 The Fees shall be payable by the Studio within 45 days of receipt of an invoice from the Contractor, together with any other documentation which may be reasonably required by the Studio to support the Fees, in a form satisfactory to the Studio. Unless otherwise agreed in the SOW, an invoice may only be issued by the Contractor in respect of the SOW following: (i) the completion of the provision of the Services; and (ii) the delivery of the Deliverables specified in the SOW, provided always that they have been provided or delivered (as the case may be) to the satisfaction of the Studio in accordance with clauses 4.3 and 4.4. Any invoices submitted to the Studio shall, at a minimum, (i) comply with all legal and Tax requirements, including setting out the amount (if any) of VAT payable; and (ii) give details of the Contractor’s work, the Services provided, the Deliverables delivered and the amount of Fees payable.

5.3 If the Studio has not paid a validly issued invoice for the Fees by the due date, the Contractor may give written notice to the Studio with a reminder of the Fees that are due and a further copy of the relevant invoice. If the Studio does not pay any undisputed Fees in that invoice within a further period of 10 days, the Studio shall pay interest on the overdue amount at an annual rate of 2% and such interest will accrue on a daily simple interest basis from the date payment of the undisputed amount becomes overdue until the Contractor has received payment of the overdue amount.

5.4 Unless specifically agreed otherwise with the Studio in writing, the Contractor shall be liable for any and all Tax or other similar taxes or customs duties applicable on the Fees, and for promptly remitting all applicable VAT payments (or similar levies) to the appropriate authorities.

5.5 The Fees to be paid to the Contractor pursuant to the SOW are, unless otherwise stated, exclusive of VAT. Where applicable, VAT shall be payable by the Studio at the rate and in the manner prescribed by law from time to time. The Contractor shall, upon request, provide such information as may be reasonably required by the Studio regarding the amount of VAT charged on invoices submitted.

5.6 Unless specifically authorised by the Studio in the SOW or otherwise in writing, the Contractor shall bear the expenses incurred in the provision of the Services. Where the Studio agrees to reimburse the Contractor for any expenses, the Contractor shall provide the Studio with all information and supporting documentation as the Studio may require.

5.7 If the Contractor or any Individual or Substitute is unable to provide the Services due to illness or injury, the Contractor shall inform the Studio of that fact as soon as reasonably practicable. For the avoidance of doubt, no Fees shall be payable in accordance with this clause 5 (Fees) and the SOW in respect of any period during which the Services are not provided.

6. OBLIGATIONS OF CONTRACTOR

6.1 The Contractor shall, and will procure that each Individual and Substitute shall:

(a) ensure that it devotes appropriate time, as set out in the SOW, to performing the Services;

(b) act with due care, skill and diligence, in accordance with Good Industry Practice, and in a lawful manner in the performance of the Services and in carrying out its obligations under this Agreement;

(c) report regularly to the Contract Manager set out in the SOW and provide such information and reports as the Contract Manager may reasonably require in connection with the provision of the Services;

(d) comply with the reasonable directions and instructions of the Studio or its authorised agents; and

(e) at all times conduct its business in a manner that shall reflect favourably on the Studio, the Services, the Deliverables and the good name and reputation of the Studio.

6.2 The Contractor shall be responsible for all property of the Studio, the Customer or any other Keywords Company in its possession.

6.3 The Contractor shall obtain all necessary licences, certificates, permits, consents, registrations and authorisations from all relevant government departments, agencies or regulatory authorities to enable it to perform and carry out is obligations under or pursuant to this Agreement.

6.4 The Contractor shall comply (and shall procure that each Individual or Substitute will comply) with all relevant health and safety legislation, all other legal requirements in force from time to time, and all policies, guidelines or protocols notified to it by the Studio relating to, or which may apply in connection with, the provision of the Services and the delivery of the Deliverables, including the Keywords Companies’ Supplier Code of Conduct, which may be amended by the Keywords Companies from time to time: https://www.keywordsstudios.com/content/uploads/2020/10/Prevention-of-Modern-Slavery-Policy-Supplier-Code-of-Conduct.pdf

6.5 The Contractor shall provide the Studio with copies of all documentation and information reasonably required by the Studio relating to the Services and/or the Deliverables.

7. ACCESS TO PREMISES

7.1 If the Studio gives the Contractor access to the Customer’s or any Keywords Company’s premises in connection with the performance of the Services, the Contractor shall, and shall procure that each Individual or Substitute granted access shall, comply fully with all site access policies in place at any such premises, as may be notified to the Contractor from time to time.

7.2 The Contractor shall be liable for all damage caused to persons or property or any other Losses caused by it or by any Individual or Substitute, whether as a result of wilful or negligent acts or omissions or otherwise, while attending the premises of any Keywords Company or Customer.

8 WARRANTIES AND REPRESENTATIONS

8.1 The Contractor warrants and represents to the Studio on an ongoing basis that:

(a) the Contractor has full capacity and authority to enter into and perform this Agreement;

(b) the Contractor and any Individual or Substitute has the necessary skill to render the Services;

(c) the Services will be performed, and the Deliverables will be delivered, in a timely manner and in accordance with any time schedules stipulated in the SOW;

(d) where materials are used, they will be sound and reasonably fit for the purpose for which they are required;

(e) the Deliverables will not infringe the Intellectual Property Rights of any third party, save that the Contractor does not make any warranty with respect to the unmodified Studio Materials in the form provided by the Studio to the Contractor; and

(f) it will not incorporate any Contractor Materials or any Third-Party Materials into any Deliverables without the express prior written consent of a duly authorised representative of the Studio (acting in its sole discretion) or as otherwise agreed in the SOW.

(g) in connection with the provision of the Services under this Agreement it will, and it shall procure that any Individual or Substitute will, at all times:

  • (i) maintain all necessary licences, certificates, permits, consents, registrations and authorisations from all relevant government departments, agencies or regulatory authorities;

  • (ii) comply in all material respects with all relevant health and safety legislation; and

  • (iii) comply with all legal requirements from time to time in force relating to the Services and the Deliverables and the provision of them.

(h) the Contractor (and any Individual or Substitute) is an independent contractor genuinely in business in its own account and is not an employee or worker of the Studio;

(i) neither the Contractor nor any Individual or Substitute has any entitlement whatsoever as against the Studio or any Keywords Companies or Customers to:

  • (i) employee or worker status;

  • (ii) employment or worker legal rights, protections or benefits;

  • (iii) paid leave (including holiday and sick leave);

  • (iv) status as an agency worker or rights as an agency worker; or

  • (v) any employee recognition/reward schemes, bonus schemes, incentive schemes, or any other employee scheme or arrangement of any nature whatsoever.

9. INSURANCE

9.1 Unless otherwise agreed in the SOW, the Contractor shall maintain in force with a reputable insurance company appropriate insurance in respect of the Services and the Deliverables (with such level of cover and other terms of insurance as may reasonably be requested by the Studio from time to time), including a suitable professional indemnity policy.

9.2 The Contractor shall, within 14 days of a request from the Studio at any time, provide a certificate of insurance to the Studio to demonstrate that the insurance cover set out in clause 9.1 above has been maintained in force with such insurer and provide copies of any policy documentation reasonably requested by the Studio giving details of cover and the receipt for the current year’s premium. The Contractor shall, at the Studio’s request, notify its insurers of the Studio’s interest and shall cause such interest to be noted on its insurance policies.

9.3 The Contractor shall not do anything to invalidate any insurance policy or to prejudice the Studio’s entitlement under it and shall notify the Studio if any policy lapses, is not renewed, is (or will be) cancelled or its terms are (or will be) subject to any material change.

10. INDEMNITY

10.1 The Contractor shall indemnify and keep indemnified the Studio, the Keywords Companies, the Customers and their respective clients, officers, directors, employees, agents, shareholders, representatives and contractors from and against any and all loss, damage or liability, whether criminal or civil, and including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, fines and penalties suffered and legal fees and costs incurred (calculated on a full indemnity basis) and all other professional costs and expenses, resulting from or relating to:

(a) any breach of this Agreement by the Contractor, any Substitute or any Individual;

(b) any negligent or reckless act, omission or default by the Contractor, any Substitute or any Individual in the provision of the Services or the Deliverables;

(c) any actual or alleged claim by any third party in respect of matters arising from the provision of the Services or the Deliverables;

(d) any actual or alleged infringement of the Intellectual Property Rights of any third party, save in respect to the underlying unmodified Studio Materials in the form provided by the Studio to the Contractor;

(e) any Tax Liability and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services (save to the extent that such recovery is prohibited by law);

(f) all reasonable costs, expenses and penalties, fines or interest incurred or payable by the Studio in connection with or in consequence of any such Tax Liability or other tax liability, deduction, contribution, assessment or claim; any other Tax, Losses, liabilities, expenses and costs (including reasonable legal costs), together with any applicable VAT thereon, arising out of any claim by any Tax Authority or similar body for any failure by the Contractor and/or any Individual or Substitute to comply with its or their obligations pursuant to this Agreement;

(g) any liability arising from any employment-related claim or any claim based on employee or worker status brought by the Contractor or any Individual against the Studio in connection with the provision of the Services or the Deliverables; and

(h) any claim by a third party for death, personal injury or damage to property arising out of or in connection with defective Deliverables, to the extent that the defect in the Deliverables is attributable to the acts or omissions of the Contractor, any Substitute or any Individual.

10.2 The Contractor shall pay any amount due to a Keywords Company or Customer pursuant to the indemnity contained in clause 10.1 (in whole or in part) within 30 calendar days of such claim being issued in writing to the Contractor and, to the extent any such payment is not made within this timescale, a Keywords Company shall be entitled to offset any outstanding sum from payments due to the Contractor (including any Fees that are otherwise unpaid or may be due to the Contractor pursuant to this Agreement).

11. TERMINATION

11.1 This Agreement shall commence and become effective on the Effective Date (or, if the Effective Date has already passed before the signature of this Agreement by each Party, it shall be deemed to have commenced and become effective on the Effective Date) and, unless terminated earlier in accordance with this clause 11, it shall continue until the later of: (i) the Completion Date set out in the SOW; and (ii) the date upon which Services under the SOW have actually been completed to the Studio’s satisfaction (the Term).

11.2 Either Party may terminate this Agreement, or the SOW entered pursuant to this Agreement, at any time, without liability, by giving the other Party 30 calendar days’ written notice.

11.3 The Studio may terminate this Agreement with immediate effect, by written notice to the Contractor if:

(a) the Contractor (or any Individual or Substitute) commits any breach of any of the provisions of this Agreement or the SOW and, in the case of a breach capable of remedy, fails to remedy the same within 30 Business Days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied;

(b) Contractor (or any Individual or Substitute) commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or SOW or refuses or neglects to comply with any reasonable and lawful directions of the Studio;

(c) the Contractor (or any Individual or Substitute): (i) is, in the reasonable opinion of the Studio, negligent or incompetent in the performance of the Services or the delivery of the Deliverables or is otherwise in the reasonable opinion of the Studio guilty of any fraud or serious misconduct in the performance of the Services or the delivery of the Deliverables; (ii) is convicted of a criminal offence or commits any act of dishonesty; or (iii) is unable to carry out its obligations under this Agreement as a result of illness, injury or incapacity;

(d) the Contractor appoints any Individual or Substitute who does not in the Studio’s reasonable opinion satisfy the Studio’s requirements;

(e) the Contractor (or any Individual or Substitute) acts in a manner that in the reasonable opinion of the Studio creates a conflict between the interests of the Contractor and those of the Studio;

(f) the Studio or Keywords Company’s (as applicable) agreement with the relevant Customer is terminated for any reason; and/or

(g) the Contractor (or any Individual or Substitute) becomes the subject of an Insolvency Event.

11.4 The Contractor may terminate this Agreement with immediate effect, by written notice to the Contractor if:

(a) the Studio commits any breach of any of the provisions of this Agreement or the SOW and, in the case of a breach capable of remedy, fails to remedy the same within 30 Business Days after receipt of a written notice giving full particulars of the breach and requiring it to be remedied; and/or

(b) the Studio becomes the subject of an Insolvency Event.

11.5 If either Party terminates this Agreement or the SOW pursuant to clause 2, the Studio shall pay the Contractor for any Services or Deliverables provided or delivered (as the case may be) to the satisfaction of the Studio in accordance with clauses 4.3 and 4.4 notwithstanding termination of the Agreement. If the Studio terminates this Agreement or the SOW for any other reason, the Studio shall have no obligation to pay the Contractor any additional amounts to the maximum extent permitted by applicable law.

12. CONSEQUENCES OF TERMINATION

12.1 Upon the termination of this Agreement for any reason:

(a) the Contractor shall cease to provide the Services and all Statements of Work shall terminate automatically;

(b) the Contractor shall return to the Studio all of that Studio's property held by the Contractor (or any Individual or Substitute) (including all Studio Materials);

(c) the Contractor shall return (or at the request of the Studio destroy) all Confidential Information, all copies thereof, physical files, records, data and all other documentation (whether in electronic or hard copy format) and shall certify the same in writing to the Studio in a document that contains a statement of truth or affidavit;

(d) the Contractor will have no claim against the Studio or any other Keywords Company for loss of profits, loss of goodwill or any other loss; and

(e) subject as otherwise provided herein and to any rights or obligations which have accrued prior to termination, neither Party will have any further obligation to the other under this Agreement.

12.2 Following the termination of this Agreement, the provisions of clause 3 (Status & Tax), clause 6 (Obligations of Contractor), clause 8 (Warranties and Representations), clause 9 (Insurance), clause 10 (Indemnity), this clause 12 (Consequences of Termination), clause 13 (Data Protection), clause 14 (Confidentiality), clause 15 (Intellectual Property), clause 17 (Use of Artificial Intelligence), clause 18 (Restrictions) and clause 19 (General) will continue in force in accordance with their respective terms,

13. DATA PROTECTION

13.1 In this clause 13 and the remainder of this Agreement, words and expressions defined in Article 4 of the GDPR shall have the same meanings.

13.2 In connection with this Agreement, each Party shall comply with its obligations under Data Protection Legislation.

13.3 The Contractor shall procure that any Individual or Substitute complies with Data Protection Legislation and acts consistently with and does not do anything which is inconsistent with the Contractor’s obligations under this clause 13 and/or Data Protection Legislation.

13.4 To the extent that the Contractor and any Individual or Substitute are required to process Customer Personal Data and/or Studio Personal Data in connection with the performance of the Services, the Contractor shall, and shall procure that any Individual and Substitute shall:

(a) process that Customer Personal Data and/or Studio Personal Data only for the purposes of performing the Services and not for any other purpose;

(b) comply fully with such Studio policies, procedures and/or other requirements relating to the processing and security of Studio Personal Data and Customer Personal Data, as may be notified by the Studio to the Contractor and/or any Individual or Substitute from time to time;

(c) comply fully with such Customer policies, procedures and/or other requirements (including, if requested, to execute such documents) relating to the processing and security of Customer Personal Data as may be notified by the Studio to the Contractor and/or any Individual or Substitute from time to time;

(d) not do or omit to do anything that might cause the Studio to be in breach of any agreement between the Studio and the Customer in relation to the processing of Customer Personal Data; and

(e) promptly notify the Studio if it receives any complaint, notice or other communication relating to the processing of Studio Personal Data and/or Customer Personal Data or becomes aware of any personal data breach, and, in such circumstances, shall provide such information, co-operation and assistance as the Studio may reasonably require.

13.5 The Contractor shall indemnify the Studio on demand against all Losses incurred by the Studio (and any Keywords Company) arising from or related to the Contractor’s breach of its obligations under this clause 13, Data Protection Legislation and/or Schedule 2 to this Agreement.

13.6 If, in connection with the provision of the Services, the Contractor and any Individual or Substitute uses the Studio’s computer and IT systems, the Contractor:

(a) shall, and shall procure that any Individual or Substitute shall, comply with the Studio’s data protection, IT and security policies; and

(b) should be aware, and shall procure that any Individual or Substitute are aware, that the Studio monitors its IT systems, that email and internet usage is logged and that emails may be opened by persons other than the intended recipient. The Studio may access emails and use records/logs for business purposes, including checking and ensuring compliance with its policies and with applicable laws, for virus-checking, conducting investigations and dealing with emails in the absence of relevant personnel. The Contractor should be aware, and shall procure that any Individual or Substitute are aware, that where appropriate and available, evidence such as CCTV footage, web-logs, etc. will be used by the Studio in the context of internal investigations and/or disciplinary proceedings.

13.7 The Studio holds personal data about the Contractor (and any Individual or Substitute, as the case may be) which may be subject to Data Protection Legislation. By signing this Agreement, the Contractor accepts that the Studio will process personal data about the Contractor (and any Individual or Substitute, as the case may be) in the course of the legitimate business interests pursued by the Studio. In doing so, the Studio may from time to time require that the personal data is transferred within its corporate group both inside and outside the UK and/or the European Economic Area and also to third party service providers as necessary for the Studio’s legitimate business interests (e.g., its professional advisers). The personal data of the Contractor (and any Individual or Substitute, as the case may be) will be retained for the duration of the Term plus an additional period (typically seven (7) years but possibly longer) to address the relevant retention and limitation periods determined by law. The Studio shall process the personal data of the Contractor (and any Individual or Substitute, as the case may be) in accordance with Data Protection Legislation and the Contractor (and any Individual or Substitute, as the case may be) can consult the Studio’s Privacy Policy (as may be amended by the Studio from time to time) for details about how to exercise their rights in respect of their data at the following URL: https://www.keywordsstudios.com/privacy-policy

13.8 The Studio will ensure that the personal data of the Contractor (and any Individual or Substitute, as the case may be) is accurate, kept up to date and not kept for longer than is necessary and the Contractor agrees to let the Studio know of any material change in their personal data (or that of any Individual or Substitute). The Studio will also take measures to safeguard the data of the Contractor (and any Individual or Substitute, as the case may be) against unauthorised or unlawful processing and accidental loss or destruction or damage to the data and the Studio relies on the Contractor to comply with all applicable workplace policies governing the use of Studio facilities and the use and disclosure of data.

14. CONFIDENTIALITY

14.1 The Contractor undertakes to the Studio, for the benefit of all of the Keywords Companies and Customers, that it shall, and it shall procure that any Individuals and Substitutes shall, preserve the confidentiality of, and not directly or indirectly reveal, report, publish, disclose, transfer or use Confidential Information for its or their own or any other purposes except:

(a) in the circumstances set out in clause 14.2;

(b) to the extent otherwise expressly permitted by this Agreement; or

(c) with the prior written consent of the Party to whose affairs such Confidential Information relates.

14.2 The Contractor is permitted to disclose Confidential Information:

(a) where the Confidential Information is in the public domain before it is given to the Contractor;

(b) where the Confidential Information, after it is given to the Contractor, enters the public domain otherwise than as a result of:

(i) a breach by the Contractor of its obligations in this clause 14; or

(ii) a breach by the person who disclosed that Confidential Information of a confidentiality obligation and the Contractor is aware of such breach; and

(c) if and to the extent that the Contractor discloses Confidential Information to any person:

(i) in compliance with any requirement of applicable law;

(ii) in response to a requirement of any securities exchange or regulatory or governmental authority having jurisdiction over the Contractor if the requirement has the force of law; or

(iii) in order to obtain Tax or other clearances or consents from a relevant taxing or regulatory authorities, provided always that any such information disclosable pursuant to paragraphs (a), (b) or (c) above may be disclosed only to the extent specifically required by law and only after consultation with the Studio.

14.3 The Contractor (and any Individual or Substitute) agrees that for the Term of this Agreement and at all times after its termination, it will keep Confidential Information in the strictest confidence and protect such Confidential Information by no less stringent security measures as it takes to protect its own Confidential Information.

14.4 The Contractor acknowledges that the reporting, publication, disclosure, transfer or use of any Keywords Companies’ Confidential Information in breach of this clause 14 would cause irreparable injury to the Keywords Companies and the Contractor accepts that any such breach could cause injury to the Keywords Companies for which monetary damages would not be an adequate remedy. In the event of such a breach or threatened breach by the Contractor (or any Individual or Substitute), then the Studio shall be entitled to injunctive relief in any Court of competent jurisdiction and reimbursement for any costs, claims, demands or damages arising directly out of such breach for the benefit of all of the Keywords Companies. Nothing contained in this clause 14 shall be construed as prohibiting the Studio from pursuing other legal remedies available to it for breach or threatened breach of this Agreement.

15. INTELLECTUAL PROPERTY

15.1 Any and all right, title and interest in the Deliverables, including any and all Intellectual Property Rights (the Assigned Rights) shall be solely and exclusively owned by the Studio from the moment of creation to the maximum possible extent under applicable law and the Contractor agrees that the Deliverables have been commissioned as “works made for hire” for the purposes of the copyright law of the United States of America. To the extent that any of the Assigned Rights do not automatically vest in the Studio from the moment of creation, the Contractor hereby assigns (by way of present and future assignment) the Assigned Rights to the Studio upon creation absolutely and with full title guarantee, both legally and beneficially, solely and exclusively, for the full term of protection of such Assigned Rights.

15.2 The Contractor acknowledges and agrees, on its own behalf and on behalf of any Individual or Substitute, that to the fullest extent permitted by law, the Fees payable to the Contractor pursuant to this Agreement are full and equitable remuneration for the assignment under this clause 15.

15.3 The Contractor shall (and shall procure that any Individual or Substitute shall) disclose full details of all Assigned Rights to the Studio.

15.4 For the avoidance of doubt, and to the maximum extent permissible under applicable law, the assignment of the Assigned Rights under clause 15.1 shall be irrevocable under any and all circumstances and shall not be subject to reversion, recission or termination and shall include:

(a) all goodwill, statutory, common law and equivalent rights around the world attaching to the Assigned Rights;

(b) the right to bring, make, oppose, defend, appeal proceedings, claims or actions and to obtain relief (and to retain any and all damages, account of profits or other financial sums recovered) in respect of any infringement, or any other cause of action arising from ownership, of any of the rights, whether occurring at any time before, on, or after the effective date of the assignment;

(c) the right to license the Assigned Rights to third parties at its sole and exclusive discretion;

(d) the right to combine the Assigned Rights with other works; and

(e) the right to reproduce, adapt, perform in public, issue copies of and/or otherwise communicate to the public, the rights by any means (including the internet, multimedia, wireless and/or any other form of reproduction of sight) and in any media, whether now known or created in the future.

15.5 To the extent that any of the Assigned Rights may not be assigned under applicable law pursuant to clause 15.1 above, the Contractor hereby grants to the Studio an exclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, fully-paid licence to use the Assigned Rights to the fullest possible extent in any manner, by any means and in any media in the Studio’s sole and exclusive discretion, including all of the rights set out at clause 15.4 above.

15.6 The Contractor further hereby:

(a) agrees that it shall obtain from its Individuals and Substitutes a written and valid assignment of all existing and future Intellectual Property Rights in the Deliverables; and

(b) waives and agrees not to exercise, and shall ensure that its Individuals and Substitutes waive and agree not to exercise, any rights to attribution, integrity, rights of authors, moral rights and any similar rights arising in the Deliverables throughout the world which may now or may hereafter be recognized to the extent permitted by applicable law. To the extent that any moral rights cannot be waived under applicable law, the Contractor shall procure that its Individuals and Substitutes consent to the Studio’s, Keywords Companies’ and Customer’s use (and its licensees’ and assignees’ use) of all Deliverables in any way whatsoever without limitation and without indication of the Contractor’s Individuals or Substitutes as the author or co-author of any such Deliverables.

15.7 The Contractor acknowledges and agrees that, as between the Contractor and the Studio, the Studio shall own all right, title and interest in and to the Studio Materials (including any and all Intellectual Property Rights), and is the owner or licensee of all Intellectual Property Rights forming part of all Studio Materials. Nothing in this Agreement shall operate to assign any of the Intellectual Property Rights in the Studio Materials from the Studio to the Contractor.

15.8 The Studio hereby grants the Contractor a limited, non-exclusive, non-transferable, non-assignable, revocable, royalty-free licence for the duration of the Engagement only to use the Studio Materials solely to the extent necessary for the Contractor to provide the Services.

15.9 The Contractor hereby grants to the Studio a non-exclusive, perpetual, fully-paid, irrevocable, royalty-free, worldwide licence to use any and all Contractor Materials that are contained in any Deliverables with the consent of the Studio pursuant to this clause 15.9, with all the rights to use, reproduce, modify, develop, host, distribute (directly or indirectly) publicly perform, broadcast, stream, communicate to the public, sell, rent and carry out all other acts that may be required for the Studio to enjoy its rights under the SOW and the Studio may sub-license, assign or otherwise transfer the licence granted by this clause 15.9 to third parties.

15.10 Save to the extent expressly permitted by applicable law and as may be required under this Agreement for the provision of the Services, the Contractor shall not at any time use, translate, copy, adapt, vary, modify, disassemble, decompile or reverse engineer or otherwise exploit the Studio Materials or Assigned Rights or create derivative works of the same for any purpose (including error correction or any other type of maintenance) without the express prior written consent of a duly authorised representative of the Studio (acting in its sole discretion).

15.11 The Contractor shall, and shall procure that any Individual or Substitute shall, if and whenever required to do so (whether during or after the termination of this Agreement), execute and deliver to the Studio any and all instruments, deeds and documents required by the Studio, do all acts and provide all assistance as may, in the opinion of the Studio, be necessary or desirable to vest the Assigned Rights and the Deliverables in the Studio, to register them in the name of the Studio, to protect and maintain the Assigned Rights and Deliverables in any part of the world, or otherwise as may be required by the Studio in connection with the use and enjoyment of the Deliverables and the Assigned Rights for the purpose of giving effect to this clause 15 including to enable the Studio to assign to Customer the full benefit of the Deliverables and Assigned Rights, including:

(a) registration of the Studio and/or Customer as proprietor, registrant or applicant (as applicable) of the Assigned Rights, including signature of any local assignment documents, powers of attorney, office forms, office notices, certificates, declarations and application documents; and

(b) assisting the Studio (and its licensees and assigns), at the Studio’s cost, in defending and enforcing the Assigned Rights and assisting with any other proceedings which may be brought by or against the Studio or its licensees and assignees against, or by, any third party relating to the Assigned Rights.

15.12 The Contractor acknowledges, on its own behalf and on behalf of any Individual or Substitute, that it will not be entitled to any further compensation or fees in respect of the performance of its obligations under this clause 15, save as may be provided by law. Such documents may, at the Studio's request, include waivers of all and any statutory moral rights relating to any copyright works which form part of the Assigned Rights. The Studio agrees to reimburse the Contractor for all reasonable expenses of complying with this clause 15.12.

16. USE OF CONTRACTOR MATERIALS AND/OR THIRD PARTY MATERIALS

16.1 The Contractor agrees that it shall not include any Contractor Materials and/or any Third Party Materials in any Deliverables without the express prior written consent of a duly authorised representative of the Studio (acting in its sole discretion) or as otherwise expressly agreed in the SOW.

16.2 If the Studio approves use of any such Contractor Materials and/or any Third Party Materials, the Contractor will:

(a) provide the Studio copies and full details of all such approved Contractor Materials and/or Third Party Materials;

(b) ensure that the inclusion of any approved Third Party Materials is authorised in writing by the Studio (including by email) on the terms required by the Studio;

(c) ensure that any rights to attribution, integrity, rights of authors, moral rights and any similar rights arising in the Contractor Materials and/or Third Party Materials throughout the world which may now or may hereafter be recognised are waived to the extent permitted by applicable law and will not be exercised. To the extent that any moral rights cannot be waived under applicable law, the Contractor shall procure that all first owners of such moral rights consent to the Studio’s, Keywords Companies’ and Customers’ use (and their respective licensees’ and assignees’ use) of all Deliverables in any way whatsoever without limitation and without indication of the relevant first owner as the author or co-author of any such Deliverables;

(d) be solely responsible for securing, administering and paying for any approved Third Party Materials;

(e) ensure that any contractual agreement agreed between the Contractor and the creator, assignee or licensor of any approved Third Party Materials does not infringe the terms of this Agreement and the Contractor’s obligations within this Agreement; and

(f) insofar as the Third Party Materials are Open Source Materials, not make use of any Open Source Materials that may jeopardise any Keywords Companies’ or Customer’s ownership of or interest in any pre-existing software owned, used or made available by the Studio or any Keywords Company or Customer.

17. USE OF ARTIFICIAL INTELLIGENCE

17.1 The Contractor shall not, and shall procure that each Individual and Substitute shall not, use any artificial intelligence tools or services, including so-called generative artificial intelligence that can create text, images, video, audio, code, or other data based on training data (collectively, AI), in connection with the performance of the Services without obtaining the express prior written consent of a duly authorised representative of the Studio (acting in its sole discretion) on a case-by-case basis.

17.2 In seeking prior written consent from the Studio to use AI, the Contractor shall: (a) clearly disclose in writing to the Studio the Deliverables and/or Services proposed to be created and/or performed using AI; (b) identify the specific AI proposed to be used in each case; and (c) provide the terms and conditions of use of such AI. The Contractor shall remain subject to all of its obligations, warranties and representations in this Agreement even where the Studio consents to the use of AI.

17.3 The Contractor shall not, and shall procure that each Individual and Substitute shall not, use any Confidential Information of Studio, Keywords Company or Customer, Assigned Rights or Studio Materials in connection with the creation, training, exploitation, or other use of any AI (including as prompts), unless the Contractor obtains the express prior written consent of a duly authorised representative of the Studio (acting in its sole discretion) on a case-by-case basis.

17.4 Contractor will promptly notify the Studio in writing if it becomes aware of any potential or actual breach of this clause 17 and, without prejudice to the Studio’s other rights and remedies set out in the Agreement, Contractor will cooperate fully with the Studio in resolving any such breach at Contractor’s own cost.

18. RESTRICTIONS

18.1 For the the duration of this Agreement and the period of six (6) months beginning on the day after its expiry or termination for whatever reason, the Contractor shall not (and shall procure that each Individual and Substitute shall not) employ either directly or indirectly or through any of its Affiliates or any third party or otherwise employ, engage, solicit or offer employment or engagement to any person employed or engaged by, or acting for and on behalf of, the Studio or any of the Keywords Companies without the prior written consent of the Studio.

18.2 For the the duration of this Agreement and the period of six (6) months beginning on the day after its expiry or termination for whatever reason, the Contractor shall not (and shall procure that each Individual and Substitute shall not) either directly or indirectly enter into any arrangements or agreements with any Customer, and shall not (and shall procure that any Individual or Substitute shall not) become involved in dealings or discussions with any such persons which may be in any manner detrimental to the interests of the Studio.

19. GENERAL

19.1 Assignment and Subcontracting:

(a) The Contractor may not assign any of its rights under this Agreement without the prior written consent of the Studio. The Studio may assign the benefit of any provision of this Agreement without the consent of the Contractor on written notice to the Contractor and such assignee shall be entitled to enforce the same rights against the Contractor as if it were named as the Studio under this Agreement.

(b) The Contractor shall not subcontract any aspect of the Services to any Individual, Substitute or any other third party without the prior written consent of the Studio. For the avoidance of doubt, the Contractor shall at all times remain fully liable for all acts and omissions of any authorised Individual, Substitute or other third party subcontractor as if such acts or omissions were those of the Contractor.

19.2 Conflict: If any conflict arises between the terms and conditions of this Agreement and any provision of the SOW, the terms and conditions of the SOW shall prevail.

19.3 Costs and expenses: Each Party to this Agreement shall pay its own costs of and incidental to this Agreement and its implementation.

19.4 Severability: All the terms and provisions of this Agreement are distinct and severable, and if any term or provision is held or declared to be unenforceable, illegal or void in whole or in part by any court, regulatory authority or other competent authority it will to that extent only be deemed not to form part of this Agreement, and the enforceability, legality and validity of the remainder of this Agreement will not in any event be affected.

19.5 Entire agreement: This Agreement (together with any documents to be executed pursuant to the terms of this Agreement) supersede all prior representations, arrangements, understandings and agreements, and sets out the entire, complete and exclusive agreement and understanding between the Parties. The rights of the Keywords Companies under this Agreement are independent, cumulative and without prejudice to all other rights available to it whether as a matter of common law, statute, custom or otherwise.

19.6 Variation: No variation of this Agreement or of any of the documents referred to in it shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).

19.7 Forbearance and waiver: No waiver by any of the Keywords Companies in respect of any breach of this Agreement by the Contractor will operate as a waiver in respect of any subsequent breach. No failure or delay by any of the Keywords Companies in exercising any right or remedy will operate as a waiver thereof, nor will any single or partial exercise or waiver of any right or remedy prejudice its further exercise or the exercise of any other right or remedy.

19.8 Set-off: The Studio shall be entitled to set-off against any payment due to the Contractor under this Agreement the amount of any sum legally owing to any Keywords Company by the Contractor, whether under this Agreement or otherwise.

19.9 Notices:

(a) All notices and other communications to be given under or in connection with this Agreement shall (except where expressly provided otherwise) be in writing or by electronic mail. Where notices or other communications are given in writing, they shall either be delivered by hand or sent by registered post or by electronic mail. Delivery by courier is regarded as delivery by hand.

(b) All communications must be sent to the e-mail address or address of the relevant Party set out in the SOW, or to such other address of a Party as may be notified by that Party from time to time. Each communication must be marked for the attention of the Contract Manager set out in the SOW and, in the case of email communications, include the email address set out in the Contract Manager Email row of the SOW.

(c) Subject to clause 19.9(d), a communication is deemed to have been received: (a) if sent by electronic mail, at commencement of normal business hours on the next Business Day; (b) if delivered by hand, at the time of delivery; and (c) if sent by registered post, at the expiration of 2 Business Days after the time of posting.

(d) If a communication would otherwise be deemed to have been received outside of normal business hours (being 9.30 a.m. to 5.30 p.m. on a Business Day) under this clause 19, it is deemed to have been received at commencement of normal business hours on the next Business Day.

19.10 Counterparts: This Agreement may be executed in any number of counterparts, and by the several Parties to it on separate counterparts, each of which when so executed will constitute an original but all of which together will evidence the same agreement.

19.11 Electronic signature: Each Party consents to the execution of this Agreement by or on behalf of the other Party by electronic signature (whatever form the electronic signature takes), provided that such manner of execution is permitted by law. The Parties agree that an executed copy of this Agreement may be retained in electronic form and acknowledge that such electronic form shall constitute an original of this Agreement and may be relied upon as evidence of this Agreement.

19.12 Third-party rights:

(a) Except as expressly provided in clause 19.12(b), this Agreement does not give rise to any rights of a third party to enforce any term of this Agreement.

(b) The provisions of this Agreement (including clause 10.1) are intended to benefit the Studio, any of the Studio’s Affiliates and the Customer and shall be enforceable by each of them to the fullest extent permitted by law.

19.13 Governing law: This Agreement and any dispute or claim arising out of or in connection with it shall in all respects be governed by and construed in accordance with the laws of England and Wales.

19.14 Jurisdiction:

(a) The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim which may arise out of or in connection with this Agreement or its performance (including non-contractual disputes or claims) (Dispute).

(b) This clause is for the exclusive benefit of the Keywords Companies and it will not prevent any of the Keywords Companies from initiating proceedings in relation to a Dispute (Proceedings) in any other court of competent jurisdiction. To the extent permitted by law, any of the Keywords Companies may take concurrent Proceedings in any number of jurisdictions.

INFORMATION SECURITY TERMS

1.INFORMATION SECURITY STANDARDS AND POLICY

1.1. The Contractor maintains a security framework that is based on information security measures and procedures consistent with ISO 27001, ISO/IEC 27005, ISO/IEC 27000, and Industry Standards. In this Agreement, “Industry Standards” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector. To prevent unauthorised access to or use of any systems or data (including Confidential Information), the Contractor shall implement and maintain a similarly robust information security framework (InfoSec Framework) that shall comply with the security measures detailed in this Schedule.

1.2. The Contractor shall implement and maintain an information security policy based on its InfoSec Framework and provide a copy of the latest version to the Studio at any time on request.

1.3. The Contractor shall, in addition to the obligations in this Schedule 2, take such other steps as may be required from time to time by the Studio to enable the Studio to comply with contractual obligations that it owes (or is likely to owe) to its clients from time to time. In such event, the Studio agrees to have a good faith discussion with the Contractor about the extent to which the Contractor should be reimbursed by the Studio for any out-of-pocket costs reasonably incurred by the Contractor (and approved in advance by the Studio, with such approval not to be unreasonably withheld or delayed) to the extent that those steps incur expenditure for the Contractor that it would not otherwise incur.

1.4. The Contractor shall further comply at all times with any additional requirements or policies of the Studio and any of its Customers as may be communicated by the Studio to the Contractor from time to time.

2. PHYSICAL SECURITY

2.1. The Contractor shall implement and maintain appropriate physical security controls at all premises that contain systems or from which the Contractor provides the Services that are in accordance with Industry Standards to detect and prevent unauthorized physical access to all the Studio data, including any information technology systems used by the Contractor to access the Studio’s data and information.

2.2. The Contractor shall implement and maintain a documented process for managing, tracking and logging the protection, retention and destruction (e.g., shredding) of the Studio’s data in physical form.

2.3. If the Contractor is required to destroy physical documents containing the Studio’s data under this Agreement or following any request from the Studio, the Contractor will destroy such documents by securely shredding them in such a way as to make the documents impossible to reconstruct, and promptly provide a signed certificate as evidence of this secure destruction on request by the Contractor. At all times, the Contractor will remain compliant with the Studio’s data retention policy.

3. DATA SECURITY

3.1. The Contractor shall encrypt all Confidential Information that is (i) in transit; or (ii) at rest on any portable data storage device (e.g., laptops, mobile telephones and all removable storage media, including USB drives, memory cards, CDs and DVDs, etc), in accordance with Industry Standards that includes, at minimum, the following encryption measures in each case:

(a) the ability to securely generate, distribute, protect, rotate, back-up, expire, revoke, and destroy encryption keys at the end of their useful life;

(b) appropriate encryption key algorithm, strength and length, with up-to-date, industry-standard encryption;

(c) keys are logically or physically separated from the Studio’s data; and

(d) access to keys is restricted to the Contractor.

3.2. The Contractor shall ensure that password configuration and management is in accordance with Industry Standards, including in respect of password length and structure (commonly referred to as ‘strong passwords’).

3.3. The Contractor shall implement and maintain:

(a) logical and/or physical data segregation that meets or exceeds industry standards to ensure the Studio’s data is not viewable by unauthorized users;

(b) technical controls designed to prevent the unauthorized bulk export of the Studio’s data outside of the Contractor’s network; and

(c) a process to monitor and detect unauthorized access to, misuse or misappropriation of, or fraudulent activity, involving the Studio’s data that meets or exceeds Industry Standards.

3.4. The Contractor shall install, enable and keep current reputable, commercially available anti-malware software on all the Contractor servers and user end-point computers used in accessing, storing, processing, transmitting, or creating the Studio’s data and information.

3.5. Where the Contractor proposes to use cloud computing in the course of providing the Services, the Contractor shall implement, and maintain cloud security practices that meet or exceed Industry Standards security expectations for the cloud services used (including practices consistent with ISO 27017).

4. SYSTEM ACCESS CONTROL AND MONITORING:

4.1. The Contractor shall implement and maintain appropriate access control mechanisms to prevent all access to IT systems from which the Studio’s data may be accessed, except by the Contractor.

4.2. The Contractor’s operating system security mechanisms must be configured to support appropriate security procedures, and should, at a minimum:

(a) verify the identity of each authorized user; and

(b) record successful and failed system accesses.

5. REMOTE ACCESS AND WORKING FROM HOME CONTROLS

5.1. All permitted and authorized remote sessions that may entail access to the Studio’s data and information shall only be performed via a secure remote access solution that ensures industry-standard encryption measures and secure authentication methodology.

5.2. The Contractor must implement adequate technology to enable the Contractor to comply with this Schedule 2, which shall include, at minimum, two-factor authentication for any externally hosted service and retention for 12 (twelve) months of logs detailing all activity conducted during each user session.

6. VULNERABILITY, MANAGEMENT AND PATCHING

6.1. The Contractor shall conduct comprehensive scans for known vulnerabilities on all externally-facing systems not less than annually and should have a process in place for remediating identified vulnerabilities that is in accordance with Industry Standards.

6.2. The Contractor must report to the Studio all security related incidents or issues that may affect the Services and/or any the Studio’s data as soon as possible upon discovery and recommend possible remedial actions. Notwithstanding anything else in the Agreement, the Studio shall be entitled to disclose details relating to any such incident to regulatory bodies (and/or other third parties) for the purposes of reporting, understanding, mitigating against the implications of, and preventing any recurrence of, the incident.

7. NETWORK AND COMMUNICATION CONTROLS

7.1. The Contractor shall implement appropriate controls to ensure that only authorized devices are provisioned network access when physically connected to the network.

7.2. All the Contractor controlled wireless connections shall be secured with up-to-date security protocols which are in accordance with Industry Standards.

7.3. The Contractor shall ensure that a network management system is used to monitor its local network and servers. Thresholds and alarms shall be established to notify the Contractor of potential problems or outages.

7.4. The Contractor shall implement either a host-based or network-based intrusion detection solution or intrusion protection solution on any Contractor-controlled network used to process, store, transmit, or access the Studio’s data and information. The Contractor shall implement appropriate response and recovery plans to monitor potential unauthorized access.

7.5. The Contractor shall ensure that the required connectivity between any the Studio IT environment and the Contractor’s IT systems is:

(a) constrained and secured by resilient clustered firewall(s), maintained according to Industry Standards;

(b) limited to those services and endpoints required to provide the services; and

(c) precluded from the use of file or share level services, unless specifically required with no available technical alternative to provide and support the services.

8. BUSINESS CONTINUITY AND DISASTER RECOVERY

8.1. The Contractor shall maintain and implement as necessary a business continuity and disaster recovery plan that shall include, at a minimum:

(a) documentation of applicable business processes, procedures and responsibilities;

(b) back-up methodology;

(c) responsibilities of data processors;

(d) a communications strategy; and

(e) procedures for ensuring continuity of normal services.

8.2. The Contractor shall test the business continuity and disaster recovery plan on a regular basis and the Studio shall be entitled to participate in such tests as it may reasonably require. Following each test, the Contractor shall send to the Studio a written report summarizing the results of the test.