The Parties to the Contract are;
TourismHQ Limited, “THQ”; and you the “Contractor”.
Obligations of the Contractor
The Contractor will provide the services as agreed (“the Services”)
The Contractor will provide the services to the best of the Contractor’s knowledge, experience, skill, and ability and to a professional standard satisfactory to THQ.
The Contractor will comply with all reasonable instructions and directions of THQ.
The Contractor will comply with all relevant laws applicable to the delivery of the Services.
Obligations of THQ
THQ shall pay the Contractor for the Services, as detailed in the First Schedule, according to the terms set out in the Second Schedule.
THQ will provide reasonably requested information and access to enable the Contractor to provide the Services.
“Confidential Information” includes but is not limited to any secret, process, trade secret or any information whatsoever which is within or may come to the Contractor’s knowledge during the term of the contract concerning the organisation, administration, methods of operation, systems, business or finances of THQ, its licensees, customers, clients and suppliers. Confidential information does not include any information in the public domain otherwise than through the actions of the contractor.
All Confidential Information is the sole property of THQ
During the course of the contract, the Contractor will likely view, access and/ or obtain Confidential Information concerning THQ, its licensees, customers, clients or suppliers. Under no circumstances is any use to be made of this information by the Contractor except for the purposes directly related to furthering THQ’s objectives.
Confidentiality and Non-Disclosure – Duties and Obligations
During the term of this contract and after its termination (however occasioned), the Contractor must:
(a) Not disclose to any person, company, partnership or other entity, or use for the Contractor’s own purposes, any Confidential Information which comes into the Contractor’s possession or knowledge except to the extent that those disclosures are necessary for the proper performance of the Contractor’s duties for THQ and for which purpose disclosure is specifically authorised by THQ;
(b) Use the Contractor’s best efforts and maintain the highest standards of care to prevent the disclosure or publication, inadvertent or otherwise, of any Confidential Information to any third party;
(c) Not use any Confidential Information for the Contractor’s own benefit whether directly or indirectly, or for the benefit of anyone else;
(d) Use the Contractor’s best endeavours to prevent the use or attempt to use any Confidential Information in any manner which may injure or cause loss whether directly or indirectly, to THQ or its licensees;
(e) Not use personal knowledge of or influence over any THQ customers, THQ clients, or THQ suppliers or THQ licensees to the Contractor’s own benefit;
(f) Not use Confidential Information in any manner except as is necessary to perform the Contractor’s services to THQ and assist THQ pursuant to this contract;
(g) Not record any Confidential Information or make or retain any copies of any Confidential Information except to the extent that it is necessary for the proper performance of the Contractor’s services to THQ.
Pull Out Clause
The Contractor understands that a significant amount of work goes in to planning these experiences, and that a cancellation could be disastrous to the event. They understand that either:
a) If the Contractor cancels with 21 days or more until the trip, THQ asks that they find a suitable and qualified replacement
b) If within 20 days of the event, THQ requires the cost of the Contractor’s trip to be reimbursed to TourismHQ.
Copyright and other Intellectual Property
All work produced for THQ by the Contractor under this agreement or otherwise and the right to the copyright and all other intellectual property in all such work is to be the sole property of THQ.
Conflicts of Interest
The Contractor agrees that there are no contracts, restrictions or other matters which would interfere with their ability to discharge their obligations under this agreement. If, while performing their duties and responsibilities under this agreement, the Contractor becomes aware of any potential or actual conflict between their interests and those of THQ, then the Contractor shall immediately inform THQ. Where THQ forms the view that such a conflict does or could exist, it may direct the Contractor to take action(s) to resolve that conflict, and the Contractor shall comply with that instruction. When acting in their capacity as Contractor, the Contractor shall not, either directly or indirectly, receive or accept for their own benefit or the benefit of any person or entity other than THQ any gratuity, emolument, or payment of any kind from any person having or intending to have any business with THQ.
Use of Internet and Email
The Contractor will have access to email and the Internet in the course of their services. The Contractor shall ensure that at all times their use of the email and Internet facilities at work meets the ethical and social standards of the workplace. Whilst a reasonable level of personal use is acceptable to THQ, this must not interfere with the Contractor’s Service duties or obligations, and must not be illegal or contrary to the interests of THQ. The Contractor shall also comply with all email and Internet policies issued by THQ from time to time.
THQ and the Contractor shall comply with the obligations set out in the Privacy Act 1993. The Contractor must not breach the privacy of any customer or client in the course of their Services.
The Contractor agrees that for a period of twelve months following the termination of their Services for whatever reason, they shall not, either as a sole trader, an employee, a company officer, a contractor, or as an agent for any other entity, carry on business in competition with THQ within New Zealand.
The Contractor undertakes to indemnify THQ and agrees to keep THQ indemnified against all liabilities, claims, demands, actions, costs (including legal costs on a solicitor and own client basis), damages or expenses incurred in defending and/ or settling (subject to any settlement being made with the prior written consent of the indemnifying party) any claim, dispute, or action arising from any breach of any of the terms of this agreement by the Contractor..
In the event of a dispute between the parties, the parties agree that the tribunals and courts of New Zealand shall have jurisdiction for determining the dispute.
The parties will take all reasonable steps to resolve any dispute that may arise in connection with this agreement.
Any dispute that cannot be resolved between the parties by way of negotiation within 10 days will be referred to mediation.
Each party is to share the cost of mediation in even shares.
The appointment of a mediator shall be by agreement, and if agreement is unable to be reached, the parties agree to participate in mediation with any Auckland-based mediator nominated by the President of the New Zealand Law Society.
Before any dispute is resolved the parties will continue to perform their respective obligations under this Agreement.
This Agreement may be varied by agreement in writing between the parties.
Any such variation will be read together with and deemed part of this Agreement.
Either party may terminate this agreement at any stage.
Where a notice of termination is served:
• THQ will not be obliged to pay the Contractor other than for services already performed; and
• The Contractor will not be obliged to undertake any further work under this agreement.