1. Provision of Language Services as a Contractor

The undersigned (“the Contractor”) is willing to work as a freelance contractor for Scrifted and its affiliates (hereinafter referred to as "Scrifted" or "Affiliates”) on individual editorial assignments (e.g., editing and proofreading assignments). There shall be no entitlement to receive editorial assignments. The Contractor shall perform services as part of these editorial assignments as a self-employed contractor. He/she shall therefore settle and pay all costs and expenses which arise in connection with the provision of editorial assignments for Scrifted and all associated social security contributions, taxes, etc., according to the applicable regulations in his/her place of residence or place of work or jurisdiction. He/she shall also be responsible for carrying out any necessary registrations with the authorities in his/her place of residence or place of work.

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This is factored into the remuneration paid by Scrifted.

 

2. Confidentiality and Non-Disclosure

When performing editorial assignments, the Contractor may gain knowledge of or access to sensitive or secret information relating to Scrifted and its clients. Any knowledge of transactions, facts, and circumstances gained by the Contractor while performing an editorial services assignment for Scrifted, as well as any work documents, data or products, and services which may come into his/her possession in connection with such an editorial services assignment from Scrifted shall be treated as confidential to the extent that such knowledge, documents or data, etc. are not publicly known (hereinafter referred to as "Confidential Information").

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The Contractor hereby undertakes to hold any and all Confidential Information in confidence, not to use such information for purposes other than the editorial assignment in question without the prior written consent of the Client from which the assignment was received, and to maintain absolute confidentiality in respect thereof towards any unauthorised third parties, even after completion of the assignment. The foregoing shall be subject to any legal duty of disclosure. 

 

​3. Personal Performance of Language Services Assignment 

The Contractor undertakes to perform any editorial services assignments received from

Scrifted him/herself. He/she shall not grant employees or any other person access to Confidential Information.

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4. Consequences of Breach of Confidentiality under Civil and Criminal Law

The Contractor acknowledges that:

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• confidential information is protected by the laws governing business, banking, and professional secrecy;

• he/she is prohibited from obtaining a financial benefit for him/herself or any other person by utilising or disclosing to others Confidential Information which, if made public, could reasonably be expected to affect the price of securities, book-entry securities or options (insider dealing); and

• breach of his/her duty of non-disclosure may be deemed a criminal offence with corresponding liability for damages.

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5. Storage, Transmission, and Deletion of Confidential Information

The Contractor undertakes to implement technical and organisational measures to protect Confidential Information from misuse, specifically from being accessed by unauthorised parties, particularly where it is held in electronic form. These are to be periodically updated by arrangement with Scrifted to reflect the latest state of technology and knowledge.

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Confidential Information may only be transmitted electronically if it is encrypted by means of a system that has either been provided or accepted by Scrifted. Scrifted may adjust its own encryption system to the latest state of technology at any time and demand that the Contractor also make such an adjustment. The Contractor undertakes to return any Confidential Information to Scrifted at any time upon the first request, either separately or in its entirety, or to destroy it irrevocably and/or delete it and to confirm to Scrifted in writing that such action has been taken.

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6. Conduct in the Event of Legal Duty of Disclosure

If the Contractor is required to disclose Confidential Information to third parties by reason of his/her legal duty of disclosure, then he/she must inform the client from which the relevant editorial services assignment was received in good time about such disclosure so that any pre-emptive legal measures can be taken.

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7. Right of Inspection by Scrifted and Clients of Scrifted

Scrifted, clients of Scrifted to whose Confidential Information the Contractor is given access, and the internal and external auditors of these clients may, after giving appropriate prior notice, check at the Contractor's premises whether the Contractor's obligations under this Agreement are being fulfilled. In the event of such audits, the representatives of Scrifted, of its clients and of the internal and external auditors of the relevant clients of Scrifted shall be given the required information and documents (relating exclusively to Scrifted and the relevant clients).

 

8. Assignment of Copyrights and Other Intellectual Property Rights

The Contractor hereby assigns to the group company from which the relevant editorial services assignment has been received, and to the maximum extent permitted by law, any and all copyrights and other intellectual property rights assuring any and all existing and future rights of use of all products and services provided for Scrifted by him/her hitherto and in the future.

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9. Poaching Prohibition

The Contractor may not accept any direct language services assignments from a client of Scrifted for a period of twelve months following completion of the last assignment for said client received from Scrifted. An exception may be made to this rule if the Contractor was receiving assignments directly from such client, prior to accepting an assignment from Scrifted.

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10. Contractual Penalty 

The Contractor is required to pay Scrifted a contractual penalty of GBP 10,000 for every breach of this contract. In particular, this shall be payable if he/she passes on Confidential Information to unauthorised persons or gives such persons access to such information where there is no statutory duty to do so. The payment of the contractual penalty shall not release the Contractor from the proper fulfilment of his/her obligations. Scrifted nonetheless reserves the right to enforce any claims for loss or damages that exceed this contractual penalty.

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11. Applicability and Duration, Contracts in Favour of Third Parties

This confidentiality agreement shall apply to any and all language services assignments that the Contractor has already received and will receive in future. All other terms and conditions relating to an editorial services assignment, i.e. those relating to remuneration, will be agreed separately between the Contractor and Scrifted, or from a Scrifted affiliate from which the assignment is received. The obligations of the Contractor under this agreement shall continue to apply without any time restrictions, even after completion of the relevant assignment. Each Scrifted Affiliate shall be entitled to demand fulfilment of the obligations under this Agreement directly from the Contractor, as under a third-party beneficiary contract.

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12. Applicable Law, Place of Performance, Place of Jurisdiction

The exclusive place of jurisdiction for any disputes arising from this Agreement shall be the registered office of Scrifted, currently in the United Kingdom. Scrifted and its Affiliates reserve the right to take legal action at their own domicile, at the Contractor's domicile or before any other competent authority.

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