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2.2(b) Contributions that exceed Your total contributions under this Agreement as defined in Your Contributions must be agreed in advance in writing by the Managing Editor. In this regard GNM shall expect You to monitor Your Contributions and advise commissioning editors of any contributions that are in excess of Your Contributions.

2.3 You shall not have, and shall not hold Yourself out as having, any authority to incur any expenditure in GNM’s name or otherwise enter into arrangements that would be binding on GNM.

2.4 You may use another person, firm or company to perform any administrative or other functions which are reasonably incidental to performance of Your obligations under the Agreement, provided that GNM will not be liable to bear the cost of such unless agreed in advance in writing.

3. Fees and Expenses

3.1 GNM’s policies on payment and expenses as set out in the Freelance Charter are incorporated into this Agreement and shall apply to all payments and expenses pertaining to the performance of Your Services under this Agreement and other contributions made by You during the Term that do not form part of this Agreement.

3.2 Contributors subject to these terms and conditions should note that unless otherwise set forth in the Term Sheet all fees due hereunder (save exceptional payments and expenses) shall be paid in equal monthly instalments in arrears and shall be processed by GNM Accounts Payable on the last Tuesday of each month of the Term. You should then allow a period for clearance of funds into Your bank account.

3.3 Subject to Clause 2.2, if the Agreement is extended beyond the Term by mutual agreement in writing under which You continue to supply Your Services to GNM, GNM shall be liable to pay fees to You until such time as the Agreement is terminated, such liability being either a pro rata amount of Your Fees based on the extended period of the Term or other amount as agreed in writing between the parties.

4. Services Exclusivity

4.1 The provision of Your Services to GNM shall be subject to the Services Exclusivity as set forth in the Term Sheet.

5. Rights and Licence to Use

5.1 You grant to GNM the following rights to use, publish, transmit or license Your Contributions:

5.1.1 the Copyright terms of GNM’s Freelance Charter as applicable to Your Contributions for a) text; b) picture and artwork; and c) audiovisual Commissioned Contributions; and

5.1.2 the exclusive and worldwide right for the period of copyright (and all extensions, revivals, reversions and renewals thereof):

5.1.2.1 to commission from You and publish a book (in any language and in any format including but not limited to printed, electronic and audio books) and/or dedicated app (and/or similar and/or related technology) on the subject matter of Your Contributions for publication by Guardian and Guardian/Faber imprints or any affiliate or successor or licensed imprints; and

5.1.2.2 to publish a collection of Your Contributions where You are the sole author in book form (in any language and in any format including but not limited to printed, electronic and audio books) and/or as a dedicated app (and/or similar and/or related technology) for publication by Guardian and Guardian/Faber imprints or any affiliate or successor or licensed imprints

PROVIDED THAT:

5.1.2.3 such publication(s) shall be subject to a publishing agreement between the parties hereto and as issued by GNM; and

5.1.2.4 in the event that suitable commercial terms cannot be agreed between the parties hereto You, or Your representatives, may, with the prior written consent of GNM, seek terms with another publisher in relation to the same on the condition that any resulting agreement with a third party a) shall be based on no lesser terms than those offered by GNM; and b) shall require You and GNM to agree commercial terms whose purpose shall be the sale to You of the exclusive rights granted to Us under this Agreement; and

5.1.2.5 save for acknowledgement to GNM such as First published by Guardian News & Media Ltd no such licence from GNM as contemplated under Clause 5.1.2.4 shall be required in the event GNM declines to respond to an invitation from You or Your nominees to offer terms as the case may be in respect of either a) a book or app (or similar or related technology) on the subject matter of Your Contributions; or b) any book or app (or similar or related technology) collection of Your Contributions where you are the sole author.

5.2 The following terms are incorporated into this Agreement and shall apply to all of Your Contributions delivered by You in the performance of Your Services under this Agreement:

5.2.1 Definitions; and

5.2.2 Moral rights and author credits.

5.3 You grant GNM first option during the Term to publish or serialise in the UK subject to the parties hereto negotiating in good faith mutually acceptable commercial terms extracts from any books that You produce or that are planned for publication during the Term. Nothing in this Agreement shall bind GNM to publish any extracts or serialisation.

5.4 You hereby grant GNM the right to publish a photograph of You of its choosing in association with publication of Your Contributions and/or in relation to any other promotion or publicity of the same throughout the world.

6. Confidentiality

6.1 You undertake both during and after the expiration or termination of this Agreement:

6.1.1 to protect and treat confidentially all confidential, trade secret or proprietary information regarding GNM, including technical, commercial, financial and other information which is obtained from GNM in connection with this Agreement or with the negotiations leading up to it; and

6.1.2 not to disclose to any person or company, publish, or use for your own purpose, without the previous written consent of GNM, any of i) GNM’s confidential information; ii) the existence of any term of this Agreement (other than terms already set out in the public domain by GNM); iii) the existence of any information about any dispute or disagreement between the parties; iv) the subject matter of Your Contributions save in the course of the newsgathering process such as interviews with story subject matter; and v) any information obtained in the course of carrying out Your Services, including but not limited to information obtained during the research and newsgathering process, until the earlier of publication of that information by GNM at its sole discretion or, in the event of non-publication by GNM, twelve (12) months following expiry or termination of this Agreement (this obligation of confidentiality being applicable to any discussions you may have with other media companies); and

6.1.3 to disclose such documents and information to third parties only so far as it is necessary:

6.1.3.1 for the performance of this Agreement; and/or

6.1.3.2 to their professional advisers; and/or

6.1.3.3 as required by law.

6.2 The obligations of confidentiality set out above shall not apply to any documents or information which a party can show:

6.2.1 at the time of its acquisition was in, or at a later date has come into, the public domain, other than following a breach of this Clause 6; or

6.2.2 it knew prior to first disclosure to it by the other party; or

6.2.3 it received independently from a third party with the full right to disclose.

The provisions of the Confidentiality section shall survive any termination or expiration of the Agreement (for whatever cause or reason).

If you are in the US, pursuant to the Defend Trade Secrets Act of 2016, you shall not be held criminally, or civilly, liable under any Federal or State Trade secret law for the disclosure of a trade secret that is made in confidence either directly or indirectly to a Federal, State, or local government official, or an attorney, for the sole purpose of reporting, or investigating, a violation of law.

Moreover, you may disclose trade secrets in a complaint, or other document, filed in a lawsuit, or other proceeding, if such filing is made under seal. Finally, if you file a lawsuit alleging retaliation by GNM for reporting a suspected violation of the law, you may disclose the trade secret to your attorney and use the trade secret in the court proceeding, if you file any document containing the trade secret under seal and do not disclose the trade secret, except pursuant to court order.

You further understand that no sections in this Agreement, is intended to or shall limit, prevent, impede or interfere with your right, without prior notice to GNM, to provide information to the government, participate in investigations, testify in proceedings regarding GNM’s past or future conduct, or engage in any activities protected under whistleblower statutes, or to receive and fully retain a monetary award from a government-administered whistleblower award program for providing information directly to a government agency.

You acknowledge and agree that monetary damages alone may not be an adequate remedy for a breach of confidentiality so GNM may seek an injunction, amongst other remedies, to protect its confidential information.

7. Status of Contributors and Suppliers as Independent Contractors

Status of Contributors and Suppliers as Independent Contractors

8. Warranties & Indemnities

8.1 You hereby represent, warrant and undertake that:

8.1.1 You shall not at any time do anything to bring GNM’s brands, trademarks or reputation into disrepute; and

8.1.2 You are entitled to enter into this Agreement and You are not bound by any third party restriction not to do so, including, but not limited to, the right and authority to license the intellectual property rights in and the use of Your Contributions on the terms and conditions set forth in this Agreement; and

8.1.3 Your Contributions shall be original and not copied wholly or substantially from any other source, nor contain defamatory statements nor otherwise breach the privacy, confidentiality or other statutory or common law rights of any third-party; and

8.1.4 You shall observe the highest ethical standards in providing Your Services under this Agreement as part of which You shall be expected:

8.1.4.1 to have full regard for GNM’s own Editorial Code and abide by GNM’s social media best practice guidelines for freelance contributors; and

8.1.4.2 to co-operate fully in the event of a complaint about Your Contributions or Services to the Press Complaints Commission or GNM’s internal ombudsman; and

8.1.4.3 to inform GNM immediately of any actual or potential conflict of interest arising from any engagement or contribution or service You undertake for GNM.

8.2 You hereby acknowledge that the above representations, warranties and undertakings are express conditions of the retention of Your Services under the Agreement and that in the event that You are in breach of any of them, GNM shall have the right to terminate the Agreement forthwith without any liability to You whatsoever. You agree to notify GNM of any facts or circumstances that may affect the accuracy of the statements set out in this Clause 8 as soon as such facts or circumstances arise.

8.3 GNM agrees to indemnify You against any claims of or liability to any third party in respect of defamation on the same basis as staff journalists PROVIDED THAT:

8.3.1 no gross misconduct or negligence can be attributed to You relating to the relevant material; and
8.3.2 You co-operate fully with GNM in its response to the claim; and
8.3.3 You do not engage in discussions with a complainant without GNM’s prior agreement.

9. Force Majeure

9.1 “Force Majeure Event” means any circumstance not within GNM’s reasonable control including, but not limited to:

a) power outage, interruption or failure of electronic or mechanical equipment or communication lines, telephone, utility service or other interconnect problems;

b) unauthorised access, theft, malicious damage or operator errors;

c) ransomware attack, computer virus, malicious code, cyber-attack, cyber-crime or other form of attack on GNM’s, or GNM’s service provider’s, systems or computer systems (including, without limitation, any equipment, software, hardware or firmware, database, file or email system);

d) severe weather, flood, drought, earthquake, fire, lightning or other natural disaster;

e) epidemic or pandemic;

f) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

g) nuclear, chemical or biological contamination or sonic boom;

h) any law or any action taken by a government or public authority, including without limitation imposing export or import restriction, quota or prohibition;

i) collapse of buildings, fire, explosion or accident;

j) any labour or trade dispute, strikes, industrial action or lockouts; or

k) non-performance or delay by third parties, including, but not limited to, GNM’s bank.

9.2 If GNM is (whether directly or indirectly and whether wholly or partly) prevented, hindered or delayed in or from performing any of its obligations under this Agreement by a Force Majeure Event, GNM shall not be in breach of this Agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly to take into account the effect of the Force Majeure Event and any necessary remedial actions required to be taken by or on behalf of GNM.

9.3 GNM shall: (i) as soon as reasonably practicable after the start of the Force Majeure Event promptly notify you of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement; and (ii) use reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

10. Data privacy

10.1 GNM is committed to protecting and respecting Your privacy. By supplying contribution(s) to GNM, or entering into licensing agreement(s) with GNM, You consent to the collection, use and storage of Your personal data in accordance with GNM’s Privacy Policy. This includes data collected through communications and transactions related to Your contribution(s) and/or licensing agreement(s).

10.2 GNM complies with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. GNM ensures that appropriate technical and organisational measures are in place to protect Your data from unauthorised access, use or disclosure.

10.3 If You wish to exercise any of Your data protection rights, contact GNM’s Data Protection Officer at data.protection@theguardian.com

11. General

11.1 This Agreement, together with any documents referred to in it, constitutes the entire agreement and understanding between You and GNM, and supersedes any previous agreement whether written or oral between the parties in respect of Your Contributions to GNM, provided that any previous contributions delivered by You to GNM under the terms of the Freelance Charter shall continue to be governed by the Freelance Charter.

11.2 No variation of or amendment to this Agreement shall be binding unless it is in writing and signed by the parties.

11.3 There shall be no waiver of any term, provision or condition of this Agreement unless such waiver is evidenced in writing and signed by the waiving party and then only in the instance and for the purpose for which it is given.

11.4 No omission, failure or delay on the part of any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and not exclusive of any rights or remedies provided by law.

11.5 This Agreement shall be subject to and interpreted in accordance with English law.

12. Revision history

Any revisions to these Terms and Conditions for Fixed Freelance Personnel shall be posted here.

16 January 2014: Additions to clause 5 relating to book publication clarifying a) that grant of rights covers all languages; and b) mechanisms to license back publishing rights to contributors.

29 May 2020: Under Warranties & Indemnities, added GNM’s social media guidelines.

2 September 2020: Under Warranties & Indemnities, removed reference to the PCC code (previous clause 8.1.4.1).

22 May 2023: Inserted new Force Majeure clause

21 June 2024: Added new sub-clauses to Confidentiality covering subject matter of contributions and information obtained in the course of carrying out freelance services

02 December 2024: Added new section 10 “Data privacy”

23 April 2025: Removed references to “The Observer” following the sale of the “The Observer” brand to Tortoise Media Ltd in April 2025.

(B) ADDITIONAL TERMS APPLICABLE TO ARTS CRITICS

You should liaise with the relevant editor as to content and delivery schedules, which shall include the requirements of the Guardian Digital Network and GNM’s digital engagement tools. Further, You shall be expected to include web links in all copy, monitor comments from readers, post comments in response, alert moderators to potential problems, and generally inform and lead the debate stimulated by Your Contributions.

(C) ADDITIONAL TERMS APPLICABLE TO CONTRIBUTORS PROVIDING BLOGS

It is GNM’s intention that the blogging process should be interactive between bloggers and readers, and You are expected therefore to (i) include web links in Your Contributions; (ii) monitor comments from readers; (iii) post comments in response; (iv) alert moderators to potential problems; and (v) generally inform and lead the debate stimulated by Your Contributions.

(D) ADDITIONAL TERMS APPLICABLE TO CONTRIBUTORS PROVIDING ILLUSTRATIONS, CARTOONS AND ARTWORK

You should liaise with the relevant editor as to content and delivery schedules. If submitting Your Contributions electronically, You should include the Agreement Reference Number above in the filename of each of Your Contributions and send to design@theguardian.com

(E) ADDITIONAL TERMS APPLICABLE TO STRINGERS AND SUPERSTRINGERS

1. You shall, unless prevented by ill health or accident, devote at least five (5) days per week over forty-six (46) weeks of each 12 month period of the Term (pro-rated for shorter Terms) to the carrying out of Your Services under the Agreement together with such additional time if any as may be necessary for their proper performance.

2. Any contributions that Stringers wish to file during the Term must at all times be discussed and commissioned, before filing, with the appropriate desk.

3. Superstringers are expected to deliver contributions at regular intervals during the Term.

4. You are encouraged to develop contacts with other, non-news commissioning editors at GNM with a view to filing for their sections.

5. In addition to Your Fees and subject to the section entitled Rejection of Commissioned Contributions within the Freelance Charter, Stringers shall be paid per contribution at GNM’s standard rates as set out in the Charter within 30 days of publication.

6. You agree not to incur any expenses in excess of USD 500.00 without the prior written consent of the Managing Editor.