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Agreement Terminology 

“Competitor” means any individual, company or other organisation who is carrying on or planning to carry on business in competition with the Company.

“Company” “The Company” is Alternative Vision Ltd, registered in England at International House Business Centre, Charfleets Road, Canvey Island, Essex, SS8 0PQ United Kingdom, Company Number: 13181792

“Confidential Information” means information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) whether disclosed to Sub-Contractor before or after the Commencement Date relating to the business, customers, products, affairs and finances of the Company or Group Company or any of their Customers, and any trade secrets, including without limitation, technical data and know-how relating to the business of the Company, or the Company’s Customers or any Group Company, or any of their suppliers, customers, agents, distributors, shareholders, the management or business contacts, and including, (but not limited to) information that the Sub-Contractor creates, develops, receives or obtains in connection with the performance of services under this Agreement whether or not such information (if in anything other than oral form) is marked confidential.

“Customer” means any customer of the Company or Group Company with whom the Sub-Contractor had material contact by reason of or in connection with this Agreement during the term of this Agreement.

“Data Protection Legislation” means the General Data Protection Regulation (EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation including the Data Protection Act 2018 (DPA 2018) relating to data protection and privacy, as amended or updated from time to time, in the UK, as well as any successor legislation to the GDPR and DPA 2018.

“Engagement” has the meaning sets out in clause 1.

“Fee” means the fee set out in Schedule 1 of the contract.

“Group Company” means any company which is from time to time a holding company (as defined in section 1159 of the Companies Act 2006) of the Company, a subsidiary (as so defined) of the Company or a subsidiary of a holding company (as so defined) of the Company and “Group” shall be construed accordingly.  

“Intellectual Property Rights” includes all vested and future rights of copyright and related rights, performance rights, design rights, database rights, patents, rights to inventions, trade marks, domain names, applications for registration of any of the foregoing and the right to apply for them in any part of the world, rights in confidential information, goodwill, rights in know-how, and rights of a similar nature arising or subsisting anywhere in the world in relation to all of the foregoing, whether registered or unregistered together with the right to sue for and recover damages or other relief in respect of infringements of any of them and any other intellectual property.

"Inventions" means any invention, improvement, modification, device, concept, process, formula, model or prototype which is created, devised, developed, discovered or worked on by the Sub-Contractor or any substitute (whether alone or jointly) during the course of or in connection with the Services.

"Materials" means any work or material created, developed, delivered or prepared by or on behalf of the Sub-Contractor or any substitute during the course of or in connection with the Services (whether individually, collectively or jointly with the Company or any Group Company and on whatever media) including (without limitation) any documents, reports, studies, data, diagrams, charts, specifications or computer programs and related copies and working papers, whether created, developed, delivered or prepared before or after the signing of this Agreement.

“Key Person” means any employee, director or Sub-Contractor of the Company working in a managerial, financial, technical, creative, sales or marketing capacity (other than an individual in business on his or her own account providing professional independent advisory services to the Company) with whom the Sub-Contractor had material contact by reason of or in connection with the Services.

“Person” means individual, firm, company, association, corporation or other organisation however constituted.

"Protected Customer" means any client of the Company or any Group Company with whom the Sub-Contractor had material contact by reason of or in connection with the Services.

“Project Producer” means individual assigned to the each project with the role of producing or managing the project.

“Services” means the services, details of which are set out in Schedule 1 together with such other services as may be agreed by the parties from time to time.

“Termination Date” means the date of termination of this Agreement howsoever arising.

“Valid Invoice” means an invoice that includes the company name and address of the Company; a clear description of the services or products that the Sub-Contractor is charging for; the date the services or products were provided; the amounts being charged and VAT amount if applicable.

“Works” means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Sub-Contractor in the provision of the Services.

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