1.
You agree to participate in the Engagement and provide the Services in accordance with the Details above. The Services include the creation of written / video / audio / photo / image / interview content, and works we create derived from it (Content). The Content may include your likeness and any intellectual property arising out of the Engagement or Services. You are participating in the creation of the Content because we have engaged you to do so.
2.
You warrant and undertake that:
- you will provide the Services to the highest quality and demonstrate appropriate standards of professionalism;
- you will not do or omit to do any act or thing which does or is likely to: bring us into contempt, disrepute, ridicule, or scandal; damage our reputation or that of our affiliates; be considered corrupt or offensive; or contravene any requirements, principles, or policies as notified by us;
- you will use your best endeavours to ensure the Services are provided in accordance with all applicable laws;
- all statements and representations you have made to us are true and accurate; you have a proper basis for making any representations about future matters; and you are fully informed on all aspects of the Services;
- you have the authority to enter this Agreement, and this Agreement, and your provision of Services will not constitute a breach of law, or constitute or cause a breach of another contract, including with a third party.
3.
You must comply with all our reasonable directions to make the Engagement safe for you and our employees and contractors, and anyone else in attendance. This includes complying with OH&S requirements, and security protocols, and any policies notified by us to you. You will comply with all applicable laws in providing the Services and Content.
4.
RMIT may engage others to provide similar materials to the Content, and RMIT provides no assurance it wil acquire any minimum amount of Content, or that any Content will be published at all.
5.
We own all intellectual property rights in the Content and may use it as we see fit. To the extent you have any rights in relation to the Content, you assign us all right, title and interest in and to it, and any other works arising from the Engagement, including copyright works and any other rights capable of protection under intellectual property laws. We may edit, alter, adapt, change, cut, add to, take from amend or otherwise vary and treat as our own, the whole or any part of the Content, and we may digitally touch up or alter the Content as we determine. Other than the Fees, you will not be provided any additional consideration or remuneration in respect of the Content. You consent to us doing any acts which may constitute a breach of any moral rights (as defined in the Copyright Act 1975 (Cth)) in relation to the Content. You will do all further acts, and execute and deliver all further documents, required by law or which we request, to vest the full benefit of the interest assigned to us under this Agreement.
6.
The Content may be used by us and our affiliates for internal corporate use, and any historical publication purposes (eg RMIT retrospectives), on an ongoing basis.
7.
We are independent contracting parties. Nothing in this Agreement creates a partnership, joint venture or agency relationship between the parties. Neither has the authority to assume or create an obligation on behalf of the other. Except to the extent stated as part of the Fees, you acknowledge you are responsible for your own superannuation, leave, and tax. We have no responsibility to you for wages, remuneration, salary, or employment-related entitlements, including annual, personal or long service leave; public holidays; termination notice; redundancy payments; or any similar benefit under any law, award or industrial Agreement.
8.
You participate in the Engagement and provide the Services at your own risk. You undertake to: a) take reasonable steps to ensure, and b) you take responsibility for, your own safety, wellbeing and other interests, in addition to that of other participants and our staff. You release us from all liability, however caused, arising out of or in relation to the Engagement and the creation of the Content.
9.
Neither party will make any public statement about the Services or this Agreement without prior consent of the other. Each party undertakes to: keep the confidential information of the other confidential, and take all measures reasonably necessary to prevent its disclosure; and, not disclose confidential information except as required by law, provided they give notice to the other of the disclosure; and to return or destroy the other’s confidential information at the end of this Agreement, subject to law.
10.
We will pay you the Fees, in exchange for you providing the Services. We will pay you within 30 days if you give us a valid tax invoice, including via PayPal. All Fees are fixed unless otherwise agreed in writing. We will not reimburse you for any out of pocket or travel-related expenses, unless we have agreed to in writing (up to an amount agreed in advance, and with appropriate receipts and invoices). Total Fees are calculated with reference to a result to be achieved. If the Fees are specified as an hourly or daily rate, this is done on the basis that the result will be achieved in those hours. All payments are exclusive of GST. If you have an Agent, you may direct us to make payment to the Agent; and we may deal with the Agent in their capacity as your representative. The Fees include any agency component or commission. RMIT may require you to refund any fees paid for any item of Content which is subsequently found to have breached RMIT’s Requirements or is otherwise rejected or withdrawn from publication by RMIT.
11.
Your personal information will be collected and managed in accordance with our Privacy Policy, including that we may send you communications in relation to our products or services.
12.
We may terminate this Agreement immediately on written notice if: you do not attend on the production dates as required, or submit Content on the dates required by RMIT; if the Services are not performed to our reasonable satisfaction; or you are in breach of any provision of this Agreement and you have failed to remedy the breach where it is capable of remedy within 24 hours of us asking you to remedy it. We may terminate this Agreement immediately on written notice if you act, say or do anything which, in our reasonable opinion would bring us or our affiliated companies into disrepute. If this Agreement is terminated, all further rights and obligations of the parties cease immediately other than any accrued rights and obligations at the date of termination. We may otherwise terminate this agreement by providing 30 days written notice to you.
13.
The obligations, warranties and undertakings which continue in nature survive the end of this Agreement. This Agreement may only be varied in writing and signed by both parties. This Agreement and attachments are the entire agreement between the parties about its subject matter. It supersedes all prior arrangements. If any term of this Agreement is or becomes wholly or partly invalid or unenforceable, the term will, to that extent, be treated as deleted. The remaining terms are valid and enforceable. This Agreement may be signed in counterparts. This Agreement will be governed by and interpreted in accordance with the laws of Victoria. The parties submit to the exclusive jurisdiction of the courts of Victoria.
