Legal Notices - Emma Clarke

Terms of Use

You may not reproduce or distribute any information or image from this Web site, in whole or in part, without the prior written permission of Emma Clarke Ltd, requests for which should be sent via e-mail to emma@emmaclarke.com and should include your name, address and a description of the information which you would like to distribute and the intended recipients of that information.

Any demonstration audio clips downloaded from this Web site or ordered from Emma Clarke Limited should be used solely for evaluation purposes and should not be used for any other purpose without the prior written consent of Emma Clarke Ltd.

The information, data, images and audio clips included in this Web site have been compiled by Emma Clarke Ltd and are subject to change without notice.

Emma Clarke Ltd makes no warranties or representations whatsoever, about the quality, content, completeness or adequacy of such information, data or images. Emma Clarke Ltd shall not be liable for any direct, special, incidental or consequential damages, including, without limitation, lost revenues, lost profits or loss of prospective economic advantage, resulting from the use or misuse of any file in this Web site or the information, data, sounds or images herein.

This Web site contains links to other (external) Web sites. It should be understood that these sites are not under the control of Emma Clarke Ltd. Therefore, Emma Clarke Ltd makes no representations whatsoever, about any other Web site to which you may have access through this Web site. When you access an external Web site, you do so at your own risk, and Emma Clarke Ltd is not responsible for the content of those Web sites. These links are provided as a convenience, and the inclusion of such links does not imply that Emma Clarke Ltd endorses or accepts any responsibility for the content or uses of such Web sites.

It is your responsibility to take precautions to ensure that any Web page you select for viewing is free from viruses and other items of a destructive nature. It is your responsibility to ensure that any page or Web site which you select for viewing is free from content which you may deem inappropriate.

Product and company names mentioned on this Web site may be trademarks and/or service marks of their respective owners. All trademarks and/or service marks are acknowledged.

The use of ‘Emma Clarke’ in the domain name ‘emmaclarke.com’ does not constitute an endorsement of the use of Emma Clarke, or Emma Clarke Ltd as part of the domain name of any other person, company or organisation.

Any personal information which you provide to Emma Clarke Ltd will be held by Emma Clarke Limited in accordance with the Data Protection Act 1998 and will be used solely for the purpose of supplying any demonstrations ordered to you or replying to requests to reproduce information or images from this Web site.

Cookies

Why this website uses cookies – and what this means for you

Like most websites today, our website uses what are known as ‘cookies’. Our cookies are not sinister – they are simply small files, placed on your computer by your browser, to help us provide a better service. We do this to help us understand things such as how many people visit the various parts of our website.

Our cookies do not identify you personally. If we need to do this (such as when asking you to sign up for a newsletter) we are always upfront about it. We make it clear not only when we collect personal information but also what we intend to do with it.

Why do I have to agree to the use of cookies?

You don’t – you can agree or you can opt out. All websites within the UK now have to comply with a new ‘cookie law’ (an update to the UK’s Privacy and Electronic Communications Regulations) – this means we now have to tell you that our website uses cookies and provide a mechanism for you to opt out of their use. You’ll see this notice at the foot of every page, until you agree – at which point the notice disappears.

You can control cookies using your browser

Typically, your Web browser software will allow you to control cookies through its settings. For details on how to do this, please refer to the browser’s help files or the manufacturer’s support pages.

Google Analytics

Our website uses Google Analytics for tracking and reporting of site performance. This does not personally identify you – it just helps us understand which parts of our website people like the most. You can opt out here.

Privacy and Processing of Personal Data

To ensure we comply with GDPR, effective from May 25th 2018, we wish to clarify how we process your data as a supplier of goods or services to you or as a recipient of goods or services from you.

As an integral part of our legitimate business interaction with you, we will retain the following information:

Name
Trading Name
Telephone Number
Address
Email Address
Payment Details

We will use this data to administrate the supply of goods or services either to you or from you.
We will store these details digitally and, in order to protect your information, we will use suitable and adequate Antivirus, Antispyware, Anti-Phishing, Malware and Firewall protection. We will only use this data in communication with you.

Retention of Data

We will keep your information until we no longer have any need to communicate with you and in line with our Data Retention Policy, which can be obtained on request.

Where we have supplied goods or services or made a request for the supply of goods or services, we are processing this data because a contract exists between us. We also have legal obligations to maintain financial information.

As a customer of yours, we may send you information regarding company updates. We do this on the basis of legitimate interest.

Data may be passed to a third party where required to fulfil our legal or contractual obligations or as requested by you. These obligations may include contact with a third party as instructed by you to fulfil our contractual obligations and includes legal obligations related to H.M.R.C.

Your Obligation to Data We May Pass You

As a supplier of Emma Clarke Ltd we may pass specific Personal Identifiable Information (PII) to you to deliver services on our behalf. In order to trade with us we assume you will follow basic guidelines as outlined below:

All physical documentation containing PII will be stored securely and destroyed after use.
Any digitally transmitted information containing PII (e.g. email) will be permanently deleted as soon as is reasonably practical.
You may only store the PII for as long as the provided service is being administered and no longer than stated in your data retention policy.
All PII will be treated as strictly confidential and is not distributed to any party not directly involved in delivering the service.
All Data that we share with you remains the property of Stephen Lyons Media Services.
Your Rights

Under the General Data Protection Regulation, you have certain rights regarding your data.

You have the right to ask us for a copy of any data we hold about you.
You have a right to have any data that is incorrect, corrected.
You have the right to object to the use of your data.
You have the right to have your data provided to you to take elsewhere in a suitable format.
You have the right to have your data deleted in certain circumstances.
You have the right to lodge a complaint about the use of your data with the Information Commissioner.

If you wish to exercise any of these rights, please contact us.

Details for the information commissioner and making a complaint can be found on the Information Commissioner’s website at www.ico.org.uk.

Getting in Contact with Us

The person responsible for all matters concerning the privacy and processing of any personal data, also known as the data controller, can be contacted as follows:

Emma Clarke
Emma Clarke Ltd
P O Box 859
Stockport
SK2 9BJ

We can be contacted by emailing emma@emmaclarke.com for audio, writing and production services or you can write to the above address.

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EQUITY AGREED

VOICEOVER ARTIST TERMS AND CONDITIONS

Emma Clarke

BACKGROUND

The Company wishes to receive the voiceover services of the Artist.
The parties will agree Project Outlines from time to time setting out the commercial
details of the services being provided. Project Outlines shall be governed by these
Terms and Conditions.

1 DEFINITIONS AND INTERPRETATION

1.1 In this Agreement the following words and expressions have the following
meanings:

“Additional Services” means (where relevant) the additional services
specified in the Project Outline;
“Agreement” means all Project Outlines agreed in writing by the parties
together with these Terms and Conditions;
“Applicable Law” means any applicable laws, legislations, statutes,
regulations, as well as any guidance issued by a regulator and any codes of
practice (whether voluntary or not);
“Artist” means the artist set out in the Project Outline;
“BSF” means the Basic Session Fee set out in the Project Outline;
“CDPA” means the Copyright, Designs and Patents Act 1988;
“Company” is the company set out in the Project Outline;
“Confidential Information” means any information relating to a party or to
the End Client which is designated as confidential, or which ought reasonably
to be considered as confidential, including: (a) the terms of this Agreement;
(b) the amounts payable under this Agreement; and (c) any details relating to
the Materials prior to the First Usage Date;
“Effective Date” means the earlier of the date of signature of the Project
Outline and the date on which the Artist first commenced providing the
Services;
“End Client” means the end client set out in the Project Outline (where
relevant);
“Expenses” means any travel and subsistence expenses incurred by the
Artist in performing the Services;
“Fees” means the BSF and Usage Fees;
“First Usage Date” means the date as set out in the Project Outline;
“Force Majeure Event” means events outside of the Artist’s reasonable
control, including acts of God, epidemics, strikes, lockouts, industrial disputes,
unavailability of transport, failure of utility service including internet availability
or transport network, act of God, threat of war or terrorism, riot, civil
commotion, malicious damage, compliance with any applicable law, accident,
breakdown of plant or machinery, fire, flood, storm;
“Intellectual Property Rights” means all present and future copyright and
Performers’ Property Rights;“Intended Usage” is as specified in the Project Outline;
“Job date/time” is as specified in the Project Outline;
“Location” is as specified in the Project Outline;
“Materials” means the materials provided by the Artist in connection with the
Project and Services that have been approved by the Artist for use by the
Company and End Client;
“Payment Terms” means the payment terms for Usage Fees and BSF as
specified in the Project Outline;
“Performers’ Non-Property Rights” means, in relation to any and all
performances of the Artist contained in the Materials, all those rights specified
in section 192A of the CDPA and any analogous or similar rights anywhere in
the world;
“Performers’ Property Rights” means, in relation to any and all
performances of the Artist contained in the Materials, all those rights specified
in section 191A of the CDPA and any analogous or similar rights anywhere in
the world;
“Permitted Usage” means the usage of the Materials in accordance with the
Intended Usage and Usage Period set out in the Project Outline;
“Project” means the project described in the Project Outline;
“Services” means the provision of voiceover services to be provided by the
Artist in accordance with the commercial terms set out in the Project Outline
together with any Additional Services outlined in the Project Outline;
“Specification” is as specified in the Project Outline;
“Usage Fees” is as specified in the Project Outline; and
“Usage Period” is as specified in the Project Outline.
1.2 In this Agreement, unless the context otherwise requires:
(a) the headings to clauses and paragraphs are inserted for guidance
only and shall not affect the meaning or interpretation of any part of
this Agreement;
(b) a reference to a particular statute, statutory provision, subordinate
legislation or EU directive or regulation is a reference to it as it is in
force at the date of this Agreement, taking into account any
amendment or re-enactment and includes any statute, statutory
provision, subordinate legislation or EU directive or regulation which it
amends or re-enacts and subordinate legislation (including any rules,
orders, regulation or instruments) for the time being in force made
under it as well as any ratified international treaty that amends such
statute;
(c) “writing” shall include any methods of reproducing words in a legible
and non-transitory form (and shall include email and other electronic
communications);
(d) any reference to “persons” or “person” shall include natural persons,
firms, partnerships, companies, body corporates, corporations,
unincorporated associations, organisations, governments, states,
foundations and trusts (in each case whether or not having separate
legal personality);

(e) “including” means “including, without limitation,” and “include” and
related expressions such as “in particular” shall be construed
accordingly; and

(f) references to a “party” or to “parties” shall mean a party or parties to
this Agreement, their successors and permitted assigns.

2 APPOINTMENT AND PROVISION OF SERVICES

2.1 From time to time, the Artist and the Company may enter into Project Outlines
setting out commercial terms relating to the provision of Services. Project
Outlines, once agreed by the parties in writing, shall be governed by these
Terms and Conditions. Where the Artist sends out a Project Outline and the
parties start working on the Services, such Project Outline shall be deemed to
have been agreed by the parties.

Artist’s obligations

2.2 The Artist agrees to:

(a) reasonably co-operate with the Company (and any third parties
participating in the creation of the Materials) in relation to the
Services;

(b) provide the Services to the best of the Artist’s ability, using reasonable
care and skill;

(c) comply with any timing deadlines agreed for the Services set out in
the Project Outlines or as otherwise agreed in writing, in so far as the
Artist is not prevented from doing so by reasons outside of their
control or as a result of any act or omission of the Company; and

(d) provide the Materials materially in accordance with the Specification (if
relevant).

2.3 The Artist must advise the Company promptly in writing on becoming aware:

(a) that the Artist may be unable to perform the Services in accordance
with this Agreement; or

(b) of any development that may have a material impact on the Artist’s
ability to perform the Services in accordance with this Agreement.

2.4 Where the Location is the Artist’s own studio, the Artist shall ensure that such
studio is suitably equipped to provide the Materials materially in accordance
with the Specification.

2.5 The Artist agrees to comply with all reasonable rules of the Location and
other locations at which the Artist provides the Services provided that such
rules are reasonable and proportionate and have been notified to the Artist in
advance.

2.6 Where the Company records the Artist at the Company’s provided studio, the
Company shall submit to the Artist the draft Materials for approval prior to
distribution, broadcast or publication. The Artist shall endeavour to give their
approval on a timely basis, and shall not be entitled to unreasonably withhold
approval. In the event that the Artist has not responded to a request for approval, the Company shall not be entitled to deem the approval has been given.

Company’s obligations

2.7 The Company agrees to:

(a) provide any materials reasonably requested by the Artist to perform
the Services in a professional and timely manner including any scripts
required to perform the Services;

(b) ensure that the Location (in so far as the Location is not the Artist’s
own studio) is:

(i) suitably equipped to enable the Artist to provide the Services;
and

(ii) available at the time set out in the Project Outlines;

(d) obtain such insurance as is reasonably necessary in respect of the
provision of Services at the Location.

3 PENCILLING IN

3.1 Where the Company tentatively books the Artist for a particular date(s)
(“Pencilled In Date”), the Company agrees to use its best endeavours to
remove the Pencilled In Date as soon as possible either by confirming such
date in writing or by confirming that the Artist is no longer required for such
Pencilled In Date.

3.2 If the Artist receives another request for their services on the Pencilled In
Date, the Artist shall inform the Company that it has received another request
and ask the Company to either confirm the Pencilled In Date is going ahead,
or to remove the Pencilled In Date if the Company no longer requires the
Artist’s services on that date. If the Artist does not receive a response
confirming the Pencilled In Date or removing the Pencilled In Date within the
timeframe notified by the Artist (or if no such timeframe is notified, within [1
week], the Artist shall be entitled to treat the Pencilled In Date as unconfirmed
and may accept alternative bookings that conflict with the Pencilled In Date.

3.3 If the Company has not confirmed or removed the Pencilled In Date within
[24] hours of the Job date, the Artist may treat the entire booking as
confirmed, and the Company shall be liable for the BSF set out in the Project
Outline.

4 ASSERTION AND LICENCE OF RIGHTS

4.1 The Company and/or the End User shall be entitled (but not obliged) to make
use of the Materials within the Permitted Usage. In the event that the
Company and/or End User wishes to make us of the Materials it shall notify
the Artist in advance of the First Usage Date.

4.2 In consideration of payment of the Usage Fee (and provided that all
instalments of the Usage Fee have been paid up to date), [and subject to
clause 4.5 below,] the Artist hereby grants to the Company (and to the End
Client where applicable) a licence to use the Materials and the Intellectual
Property Rights in the Materials provided that such use is strictly in accordance with the Permitted Usage. For the avoidance of doubt, no rights or licence are implied in relation to usage outside of the Permitted Usage and any such additional usage shall require the Artist’s prior written agreement and payment of further usage fees to be agreed with the Artist.

4.3 The Artist shall remain the owner of all right, title and interest in and to the
Intellectual Property Rights in the Materials and in any goodwill which accrues
in respect of such Intellectual Property Rights.

4.4 Should any right, title or interest in such licensed Intellectual Property Rights
or any goodwill arising out of the use of such rights become vested in the
Company or End Client (by the operation of law or otherwise), the Company
shall hold and will procure that the End Client holds the same in trust for the
Artist and shall, at the request of the Artist, immediately and unconditionally
assign (with full title guarantee) free of charge any such right, title, interest or
goodwill to it for the full duration of such rights and execute any documents
and do all acts required for the purpose of confirming such assignment.

4.5 [The Company acknowledges (and will procure that where relevant the End
Client acknowledges) that the Artist asserts:

[The Artist waives any moral right it has to be identified as performer in the
Materials pursuant to section 205C of the CPDA, and to any other moral right
to be identified as such or any equivalent right to which the Artist may be
entitled under any legislation now existing or in future enacted in any part of
the world. For the avoidance of doubt, the Artist does not waive any moral
right it has to object to derogatory treatment of its performance in the
Materials pursuant to section 205F of the CPDA, or to any other moral right to
object to such treatment or equivalent right to which the Artist may be entitled
under any legislation now existing or in future enacted in any part of the
world.]

4.6 [The Company acknowledges and agrees, and where relevant will procure
that the End Client acknowledges and agrees, that:

(a) the Artist asserts any right it has to equitable remuneration under
section 182D CDPA and to any equivalent rights to which the Artist
may be entitled under any legislation now existing or future enacted in
any part of the world;

(b) the Artist is entitled to appropriate and proportionate remuneration for
the licencing of its rights under clause 4.1;

(c) in the event that it becomes reasonably apparent that the Usage Fee
is disproportionately low, inequitable, inappropriate or unfair when
compared to all the subsequent revenues derived from the
exploitation of the Materials, the Artist is entitled to apply in
accordance with Applicable Law for review and appropriate redress
from the Copyright Tribunal or similar body with jurisdiction to assess
such matters under Applicable Law.]

5 FEES

5.1 The Company shall pay the Fees in accordance with the Payment Terms.
The Company shall reimburse all Expenses incurred by the Artist in
connection with the Services (provided that such Expenses have been
approved by the Company in advance).

5.2 Once the Company has paid the BSF and/or Usage Fees, such Fees shall be
non-refundable.

5.3 All sums payable under this Agreement are exclusive of value added tax,
which (if applicable) shall be payable by the Company.

5.4 The Artist shall be responsible for making all deductions from payments and
fees received and for performing all acts and making all payments necessary
under any applicable legislation in force in the Territory including any Income
Tax, National Insurance and Social Security contributions.

5.5 In the event of late payment of any Fees arising in connection with this
Agreement, the Artist shall be entitled to charge interest on any overdue
invoices at the statutory rate set out in the Late Payment of Commercial
Debts (Interest) Act 1998.

5.6 If the Company fails to pay any Fee due under the Agreement within [14]
days of receipt of written notice from the Artist that such Fees remain
outstanding, the Artist may, at their sole discretion and without prejudice to
any other remedies under this Agreement, upon written notice to the
Company revoke the licences and consents granted under clause 4 until such
overdue sums are paid. For the avoidance of doubt, if the Company and/or
the End User continues to use the Materials in such circumstances it will be
doing so in infringement of the Artist’s Intellectual Property Rights and
Performers’ Non-Property Rights. Nothing in this clause 5.6 affects the Artist’s
right to terminate the Agreement under clause 8.1(a) or 8.1(b).

6 WARRANTIES

6.1 The Artist warrants and undertakes to the Company that:
(a) the Artist has the right and power to enter into this Agreement, and to
assign, grant and/or licence (as applicable) the rights herein to the
Company and the End Client (or to procure such assignment, grant or
licence as applicable);

(b) the Artist is not under the age of eighteen years;

(c) the Artist is in such a state of health that the Artist will be able to fulfil
their obligations under this Agreement; and

(d) if the Artist is required to travel abroad as part of the Services, the
Artist holds a valid passport and has no restrictions that may prevent
Artist from travelling as contemplated in this Agreement.

6.2 The Company warrants and undertakes to the Artist that:

the Company has the right and power to enter into this Agreement;

(b) where relevant, the Company will procure that the End Client complies
with all obligations of the Company set out in this Agreement;

(c) the materials provided by or on behalf of the Company for use by the
Artist in connection with the Services (including any scripts or briefs)
will not infringe the rights of any third party (including any Intellectual
Property Rights) or be in any way contrary to any Applicable Law, and
the Company shall (or where relevant shall procure that the End Client
shall) ensure that all Materials comply with all Applicable Laws
including any necessary disclaimers, legal lines or other edits
necessary to comply with Applicable Laws.

6.3 The Company hereby indemnifies the Artist against any losses, damages,
costs, expenses, penalties or liabilities arising out of the Artist’s provision of
Services in accordance with their obligations under this Agreement, or as a
result of the Company’s breach of its warranties and undertakings set out in
this Agreement.

7 CONFIDENTIALITY

7.1 The parties each acknowledge that whether by virtue of and in the course of
this Agreement or otherwise, they shall receive or otherwise become aware of
Confidential Information relating to the other party, the End Client and to this
Agreement.

7.2 Except as provided by Clauses 7.3 and 7.4, the parties shall at all times
during the continuance of this Agreement and after its termination or expiry:

(a) keep all Confidential Information and the provisions of this Agreement
confidential and accordingly not disclose the provisions of this
Agreement or any Confidential Information to any other person; and

(b) not use any Confidential Information for any purpose other than the
performance of their obligations and/or exercise of its rights under this
Agreement.

7.3 The provisions of this Agreement and any Confidential Information may be
disclosed by a party to:

(a) bona fide professional advisers to the disclosing party;
(b) the End Client;
(c) governmental or other authority or regulatory bodies; or
(d) employees of that party

to such extent only as is strictly necessary for the purposes
contemplated by this Agreement or as is required by Applicable Law
or regulatory body and subject in each case to the party in question
using its reasonable endeavours to ensure that the person in question
to whom the Confidential Information is disclosed keeps such
information confidential and does not use the Confidential except for
the purposes for which the disclosure is made.

7.4 Information shall no longer be considered “Confidential Information” if:
(a) it becomes public knowledge through no fault of the party in question;
and/or
(b) it can be shown by the party in question to the reasonable satisfaction
of the other parties to have been known to the recipient prior to it
being received by the disclosing party.

7.5 At any time upon either party’s request, the other party shall promptly return
all information and materials which include any Confidential Information and all copies thereof, that the relevant party may have in its possession or control.

8 TERMINATION

8.1 Either party shall have the right to terminate this Agreement on written notice
to the other party if:

(a) the other party materially breaches its obligations under this
Agreement and, if such breach is capable of remedy, fails to remedy
the breach within [14 ] (Fourteen ) days of the receipt of a written
notice identifying the breach and requiring the same to be remedied;
(b) in the case of the Company or the End Client, the Company or End
Client fails to pay any Fees by the due date and/or files or is in receipt
of an order, claim, petition or similar for bankruptcy, liquidation,
receivership, administration or similar action in connection with an
inability to pay its debts when due;
(c) the Artist becomes incapacitated, dies or is otherwise unable to
perform any of the Services;

8.2 Termination of this Agreement shall automatically terminate all licences,
consents and permissions granted by the Artist and the Company shall (and if
relevant shall procure that the End Client shall) cease all use of the Materials
upon termination.

8.3 Neither termination nor suspension of this Agreement shall otherwise affect a
party’s accrued rights and obligations at the date of termination.

9 NOTICES

9.1 Any notice required to be given under this Agreement shall be in writing
signed by the person giving it and may be served by delivering it personally or
by first class prepaid or registered mail or by international courier to the
address of the relevant party set out at the head of this Agreement or to such
other address as is notified in writing from time to time by or on behalf of the
parties. Any notice so served shall be deemed to have been received:

(a) if delivered personally, at the time of delivery; or
(b) in the case of a notice sent by first class prepaid or registered mail
within the United Kingdom, 48 hours after the date of posting; or
(c) in the case of a notice sent by international courier, upon signed for
receipt.

10 FORCE MAJEURE

10.1 The Artist shall not be liable for any delay or failure to perform the Services as
a result of a Force Majeure Event.
10.2 In the event of a Force Majeure Event occurring, the parties shall agree in
good faith a reasonable extension of time for the Artist to provide the
Services.

11 GENERAL

11.1 No variation of this Agreement shall be effective unless made in writing and
signed by or on behalf of each of the parties.

11.2 If at any time any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, such provision shall be deemed to be severed
from this Agreement but the validity, legality and enforceability of the
remaining provisions of this Agreement shall not be affected or impaired.

11.3 A failure or delay by any party in exercising any right, power or remedy under
this Agreement shall not operate as a waiver of that right, power or remedy or
preclude its exercise at any subsequent time. The partial exercise of any
right, power or remedy shall not preclude any further exercise of that right,
power or remedy. No custom or practice of the parties at variance with the
terms of this Agreement shall constitute a waiver of the rights of any party
under this Agreement. The rights, powers and remedies provided in this
Agreement are cumulative and not exclusive of any rights, powers or
remedies provided by law.

11.4 This Agreement may be executed in two or more counterparts or by way of
electronic signatures, each of which shall be deemed to be an original, and
which together shall constitute one and the same Agreement.

11.5 Nothing in this Agreement shall constitute or be deemed to constitute a
partnership between any of the parties and none of them shall have authority
to bind the others in any way.

11.6 The parties acknowledge and agree that this Agreement is intended to confer
a benefit on the End Client (where an End Client is specified in the Project
Outline), which shall be entitled to enforce its terms accordingly, subject to
and in accordance with the Contracts (Rights of Third Parties) Act 1999. No
term of this Agreement is enforceable by any person not a party to it except
as expressly provided in this clause 11.6.

11.7 Neither party may assign, transfer, charge, sub-contract or otherwise dispose
of this Agreement or any of its rights or obligations arising hereunder without
the prior written consent of the other party.

11.8 This Agreement and any documents referred to in it, or entered into pursuant
to it (including all Project Outlines) constitutes the entire agreement and
understanding between the parties with respect to the subject matter of this
Agreement and any other prior agreements between the parties relating to
the subject matter of this Agreement are hereby terminated and of no further
effect. This Agreement shall supersede all prior discussions, understandings
and agreements between the parties (or any of them) and all prior
representations by a party to any other party.

12 GOVERNING LAW AND JURISDICTION

12.1 The validity, construction and performance of this Agreement and any
disputes or claims arising under or in connection with this Agreement
(including non-contractual disputes and claims) shall be governed by the laws
of England and Wales.

Each party irrevocably submits to the exclusive jurisdiction of the courts of England
and Wales for the resolution of any dispute, claim or matter arising under or in
connection with this Agreement (including non-contractual disputes or claims), save
in respect of enforcement of judgments where their jurisdiction shall be non-
exclusive.

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EMMA CLARKE ARTIFICIAL INTELLIGENCE/SYNTHETIC RIDER

1) Client expressly agrees not to utilize any portion of the recording or performance of
Talent for purposes other than those specified in the initial Agreement between the
parties including but not limited to creation of synthetic voices or for machine learning.

2) Specifically, Client shall not utilize any recording or performance of Talent to simulate
Talent’s voice or likeness, or to create any synthesized or “digital double” voice or
likeness of Talent.

3) Client specifically agrees not to sell or transfer ownership of all or part of any of the
recordings or performance of Talent to any third party without Talent’s knowledge and
consent.

4) Client agrees not to enter into any agreements or contracts on behalf of Talent which
utilizes all or any part of any of the recordings or performance of Talent without Talent’s
knowledge and consent.

5) Client agrees that any recordings or performances stored in digital format will be
reasonably stored so that unauthorized third parties may not gain access to the files
containing Talent’s voice or likeness, and if such files are stored in “the cloud” Client
agrees to safeguard same through encryption or other “up-to date” technological
means.