Brand/Event promotion

Dated ______________   SOCIAL MEDIA ACCOUNTS MANAGEMENT AGREEMENT   Between  

1. UNA MEDIA LTD

  and  

1. _________________

  THIS AGREEMENT is made on the _______________   BETWEEN:   (1) UNA MEDIA LTD, a private limited company registered in England and Wales under number 13586445, whose registered office is at 2 Byam Street, London SW6 2RD, England, represented by _______ (hereinafter, “the Provider”); and   (2) Mrs/Miss/Mr _____________ of [address of the Client], born in _______ (Country) on _______ (hereinafter, “the Client”).   (individually, “a Party” and, collectively, “the Parties”)   WHEREAS: The Provider is a UK social media agency, incubating internet celebrities for most popular social media platforms. The Client declares to be a performer of proven talents and is looking for a professional to manage, promote and develop the social media accounts it already has and/or will freshly open and set up during the term of this agreement (“the Agreement”).   IT IS AGREED as follows (the Schedule/Schedules attached to this Agreement, as signed by the Parties, forming an integral part of this Agreement and being binding on the Parties hereto):  

1. Appointment – Term of this Agreement – Termination – Effects of Termination. 
   1. The Client appoints the Provider as its Provider for the management, promotion, development, marketing and advertising services (“the Services”)requested to the Provider for the already existing accounts of the Client on the following social media platforms (“the Existing Accounts”) [list the already existing social media accounts of the Client to be managed] and/or as its exclusive Provider for the Services for any fresh account that the Client shall open and set up during the term of this Agreement (“the New Accounts”; all the accounts to be collectively referred to in this Agreement as “the Accounts”).
   2. The appointment of the Provider shall be for the entire term of this Agreement (“the Term”), which shall come into force on [insert commencement date]and shall continue for a period of 24 months from that date, or 36 months in case of extension Term as per Clause 1.5.
   3. Either Party shall have the right, by not less than 3 months' written notice to the other prior to the expiry of the initial term of 24 months, to extend the Term for a further period of 12 months, and the appointment of the Provider will be extended accordingly, both for the Existing and the New Accounts.
   4. The Client agrees that, upon the expiry of this Agreement, and in respect of the rights set out herein, the Provider shall be given priority over other third parties signing with the Client on the same terms and conditions.
   5. Without prejudice to Clauses 1.2 and 1.3, either Party may early terminate this Agreement, of its own free will and without having to provide any reason for that, by giving to the other Party not less than 30 days’ written notice, to expire on or at any time after the first 3 months from the date of commencement of this Agreement. A Party will not be entitled to any compensation nor any damages nor indemnity nor reimbursement nor any payment whatsoever upon, and because of, the early termination of this Agreement under this Clause by the other Party, whatever the reason, subject to the payment to the Provider of the amounts due by the Client for the performance of the Services until the date the early termination will have effect.
   6. This Agreement will automatically terminate on the happening of any of the following circumstances:
      1. if either Party commits persistent and/or material breaches of this Agreement, and, in the case of a breach capable of remedy, fails to remedy the same within 14 days after notice of such breach has been given by the non-defaulting Party;
      2. if either Party becomes subject to any bankruptcy and/or insolvency procedures or calls a meeting of or make any composition or arrangement with his creditors;
      3. If any sum owed by the Client under any of the provisions of this Agreement is not paid within 60 days of the due date for payment.
   7. The termination under Clause 1.6 will take place with immediate effect on written notice to the other Party. The rights to terminate this Agreement given by this Clause shall not prejudice any other right or remedy of either Party (if any) in respect of the breach concerned or any other breach.
   8. Upon expiry or termination of this Agreement for any reason each Party shall, within 10 days of such date, deliver to the other Party – or to such other person as it shall direct – or destroy it by itself according to the request of the other party, and delete it from any storage device, all the Confidential Information – as defined by Clause 5 in this Agreement – that that Party holds about the other Party by such date.
2. Indemnity for the Provider for termination caused by the Client.
3. The Parties agree that, if this Agreement shall terminate on the occurrence of any of the circumstances under Clause 1.6 regarding the Client – and unless such an occurrence is due to force majeure– the Client shall pay to the Provider an indemnity based on the number of fans/followers that the Client got after the commencement date of this Agreement for any of the Accounts and the average monetization ability of the Accounts in the same period.
4. In assessing such an indemnity, the Parties will consider factors such as the increase in the number of fans/followers as a consequence of the promotional and marketing activities by the Provider, the increase in the advertising turnover of the Accounts, the increase and improvement in the indexation of the Accounts by specialist websites, the fact that the Client may continue, even after the termination, to derive substantial benefits due to the increase in business already generated by the Provider etc.
5. Such an indemnity shall be equitable, and any indemnity payment shall not exceed a figure equivalent to the Provider's average fee payments for the last 12 months before the date of termination and, where this Agreement has run for less than 12 months, the average will be taken over the months that the Agreement has run.
6. The payment of an indemnity shall not prevent the Provider from seeking damages for the loss of this Agreement or the inability to amortize the costs and expenses incurred by it in the performance of this Agreement. However, the Provider must inform the Client of its intention to seek such damages and/or an indemnity within 2 months of the termination of this Agreement.
7. The Services.
   1. The Provider shall provide the Client with professional advice and services on expanding personal social media accounts performance on platforms such as TikTok, Douyin, Xiaohongshu, Instagram, Twitter etc., as listed in Clause 1.1 or as from time to time set up during the Term of this Agreement.
   2. The Services for the Accounts shall include, depending on the circumstances, setting up and management of the Accounts, position set up, assistance on video shooting and post video editing, availability of private resources [these needs be specified], assignment of a personal associate to the Client, taking and handling of advertising orders, business cooperation with brands or influencers. For the New Accounts of the Client – which will be set up during the Term of this Agreement and will be managed exclusively by the Provider – the Services shall include monitoring social media conversations and responding to the same.
   3. The Client acknowledges that the taking of advertisement is of the essence for the promotion, development and building up of the Accounts and, therefore, the Client agrees that a separate fee will be paid to the Provider on advertising taken by the Provider for the Accounts.
   4. The Provider will provide the Services to the Client by using its reasonable endeavours.
   5. For the better promotion and marketing of the Accounts, the Client shall provide the Provider with a portfolio of videos of its most popular and liked performancesand update it on a regular basis.
   6. To the purpose of the content upload, the Client shall provide at least 1 video every 3 days for “Beauty Series Content” and at least 1 video every 7 days for “Stories/Drama Series”. Such videos shall be in formats and of a duration and number of bytes accepted for upload by the relevant social media platform. The content of the videos shall not be in violation of any law and/or inappropriate.
8. Fees – Late payment – Interest. 

4.1 As a consideration for the Services rendered by the Provider under this Agreement, the Client shall pay the Provider a variable percentage fee (“the Variable Fee”) calculated on the gross revenue of the Accounts and the number of fans/followers of the Accounts from time to time and, in addition to the Variable Fee, also a fixed fee on the taking of advertising (“the Advertising Fee”) equivalent to 30 (thirty) % – or the different percentage as specified in Schedule 1 attached to this Agreement – of the gross revenue of the advertising order taken for any of the Accounts. 4.2 The definitions of “gross revenue” for the purposes of the calculation of the Variable Fee and the Advertising Fee, as well as the business ratio for the Variable Fee and the terms and deadlines for the payment of the Variable Fee and the Advertising Fee are specified in Schedule 1 attached to this Agreement. 4.3 All sums payable under this Agreement are exclusive of any Value Added Tax or other applicable tax, which shall be added to the sum in question or otherwise included in any relevant calculation, and where any withholding tax or similar deduction is required to be made, the sum in question shall be paid net of that deduction. 4.4 Without prejudice to the provisions on the termination of this Agreement, on any amount paid by Client with a delay of more than 30 days of the date the payment is due, late payment statutory interest will be due, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, at a rate of 8% on top of the Bank of England base rate from time to time, and this from the date the payment was due.

1. Confidential Information – Trade Secrets.

5.1       The terms of this Agreement, and the substance of all negotiations in connection with it, are confidential to the Parties and their advisers, who shall not disclose them (“the Confidential Information”) to, or otherwise communicate such Confidential Information to, any third party without the written consent of the other Party other than: (a) The Parties' respective auditors, insurers and lawyers on terms which preserve confidentiality. (b) Pursuant to an order of a court of competent jurisdiction, or pursuant to any proper order or demand made by any competent authority or body where they are under a legal or regulatory obligation to make such a disclosure. (c) Pursuant to any express requirement under the rules of any listing authority or stock exchange on which the Party’s shares are subject. And (d) As far as necessary to implement and enforce any of the terms of this Agreement.

1. Either Party shall keep confidential the trade secrets, cooperation matters and other confidential information and information of the other Party that it knows, or has access to, as a result of signing or performing this Agreement. Neither Party shall disclose, give or transfer such confidential information to a third party without the written consent of the other Party.
2. Except for the work required by this Agreement, the trademark, logo, business information, technology and other materials of each Party shall not be used or copied without the prior consent of the other Party.
3. For the avoidance of doubt, nothing in this Clause 5 prevents the Parties from making a disclosure to a regulator regarding any alleged misconduct, wrongdoing, or serious breach of regulatory requirements, or making a disclosure to any law enforcement agency regarding an alleged criminal offence or co-operating with any law enforcement agency regarding a criminal investigation or prosecution.
4. Upon expiry or termination of this Agreement each Party shall immediately cease to process the Confidential Information about the other Party.
5. The obligations of confidentiality under this Clause shall not apply to Confidential Information to the extent that the same shall have come into the public domain.
6. No Partnership – Assignment – Entire Agreement.
7. Nothing in this Agreement shall create or be deemed to create a partnership or the relationship of employer and employee between the Parties.
8. This Agreement is personal to the Parties and neither Party may, without the prior written consent of the other Party, transfer the benefit of this Agreement or sub-contract or delegate to any third Party the performance of its duties under this Agreement.
9. This Agreement contains the entire and only agreement between the Parties and supersedes, if any, all previous agreements between the Parties respecting the subject matter of this Agreement.
10. Each Party acknowledges and agrees that in entering into this Agreement it has not relied on, and shall have no remedy in respect of, any statement, representation, undertaking or warranty, whether oral or in writing, save as are expressly set out in this Agreement.
11. Governing law – Jurisdiction – Variation.
12. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation or execution shall be governed by and construed in accordance with the laws of England and Wales.
13. Each Party irrevocably agrees that the courts of England and Wales shall have exclusivejurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation or execution.
14. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
15. Notices and Service.
16. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation or execution shall be governed by and construed in accordance with the laws of England and Wales.
17. Any notice to be given under this Agreement given by each of the Parties shall be deemed to be properly given if sent by recorded post with proof of receipt and deemed delivered on the day of receipt; or sent – unless it’s a notice in proceedings – by email before 4.30pm on a working day (a working day excludes Saturdays, Sundays and Bank Holidays) and deemed delivered on the day after (even in the absence of a read receipt):

(a) if given to the Provider, addressed to it at the following postal address: __________ or emailed to it at the email address __________; (b) if given to the Client, addressed to it at the following postal address: _______ or at its last known address or emailed to it at the email address______.

1. No notice in proceedings shall be served by email. The Parties’ addresses for service are those stated at the beginning of this Agreement.

  UNA MEDIA LTD  Signed on __________: _____________________________________________ (_____________ - Authorised Representative) Mrs/Miss/ Mr _________  Signed on __________: _____________________________________________ (_____________ - Authorised Representativ