Exclusive License

TERMS AND CONDITIONS

Except where otherwise agreed in writing, these terms and conditions apply to all material commissioned by Trinity Mirror plc or companies in the Trinity Mirror group of companies (“Trinity Mirror”) for publication in Trinity Mirror’s publications, including newspapers and magazines, websites (however accessed) and apps (“Titles”)

1. You will supply the content described in the Commissioning Email (“the Content”).

2. (a) Trinity Mirror agrees to pay you the Payment subject to its approval of the Content.

(b) Trinity Mirror will account for and pay the Syndication Fee to you. The Syndication Fee is not payable in respect of the uses of the Content set out in sub-clauses 5 (a) (i), (ii) and (iii) below.

3. You agree to comply with:

(a) all current legislation; and

(b) the terms of the IPSO Editors' Code of Practice, which can be found at www.ipso.co.uk.

4. You confirm that:

(a) you own the copyright in the Content;

(b) no rights in the Content are owned or controlled by any other party;

(c) you have the power to grant a licence in the Content; and

(d) the exploitation of the Content by Trinity Mirror under the terms of this agreement will not infringe the rights of any other party.

5. In consideration of the Payment, you grant the rights set out below to Trinity Mirror.

(a) An irrevocable, assignable, sub-licensable, royalty-free worldwide licence authorising Trinity Mirror to exercise any right in respect of the Content which would otherwise be exercisable exclusively by the copyright owner, including without limitation the right to:

(i) edit, store, reproduce and/or publish the Content in any medium;

(ii) distribute the Content to online and digital library services and aggregator sites and to NLA Media Access Limited and other reprographic rights organisations;

(iii) license reproduction of the Content by third parties including cuttings agencies and PR consultancies; and

(iv) syndicate the Content in any medium.

(b) The licence will be exclusive and in perpetuity.

(c) You agree to ensure, in the event you assign the copyright in the Content at any time, that such assignment is subject to the licence granted herein.

(d) The licence is effective whether or not Trinity Mirror publishes the Content.

6. To the extent applicable and to the extent permitted by law, you waive all rights conferred on you by Chapter IV of the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the world including the right to be identified as the author of the Content.

7. You permit but do not oblige Trinity Mirror to use your name and/or other identifying features (including but not limited to images, trade marks and logos) to promote the Content anywhere in the world and permit but do not oblige Trinity Mirror to authorise others to do the same.

8. You agree promptly to assist Trinity Mirror in defending any complaint arising out of

(a) the Content; and/or

(b) any behaviour on your part relating to the Content including but not limited to any behaviour relating to information-gathering, research or acquisition of material whether or not such material becomes part of the Content.

9. (a) You confirm that you will be working on a freelance basis and shall be wholly responsible for and indemnify Trinity Mirror in relation to:

(i) any income tax, national insurance or social security contributions and any other associated liabilities arising from or made in connection with this agreement; and

(ii) any liabilities for any employment related claim or any claim based on employee or ‘in the employment of’ status (including reasonable costs and expenses) brought by you against Trinity Mirror arising out of or in connection with this Agreement.

(b) Trinity Mirror may at its option satisfy the indemnity in this clause (in whole or in part) by way of deduction from any payments due to you.

10. You consent to Trinity Mirror storing your personal data (for example, your name, address, and contact details and bank account details) for the purpose of enabling Trinity Mirror to exercise its rights hereunder, to pay you monies due to you, and to provide you with any agreed credit.

11. This agreement contains the entire agreement between the parties relating to the Content and supersedes all other agreements relating to the Content whether oral or in writing. The parties acknowledge that in entering into this agreement they have not relied on any representations, warranties or undertakings other than those expressly set out in this agreement.

12. This agreement is governed by the laws of England and Wales and the parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.