Where it is agreed as follows:

1. DEFINITIONS
   

   1. In this Agreement, the following terms shall have the following meanings:

      An “Appearance” means any appearance at or participation in promotional activities and public relations exercises of the WRA or WRA Partners including (without limitation) Content production sessions, social media activities, corporate hospitality and other events organised or sponsored by the WRA or a WRA Partner, including online or virtual events;

      An “Appearance Fee” means a sum of money to be paid to the Player in respect of an Appearance in such amount as shall be determined from time to time by the Players’ Board acting reasonably on the advice of the Executive Committee;

      The “Application Form” means the form to which these terms and conditions shall be attached, by which the Player makes her application to become a member of the WRA;

      The “Annual Subscription” means the Player’s annual subscription fee to the WRA, the amount of which shall be determined by the Players’ Board from time to time and shall be set out in the Application Form;

      The “Cancellation Period” shall have the meaning given in clause 3.1 of this Agreement;

      A “Club” shall have the meaning given in Rule 1.1;

      The “Commencement Date” means the date on which the Player becomes a member of the WRA, in accordance with clause 2.2 of this Agreement;

      “Content” means photographs, films, video recordings, sound recordings, graphical images, literary, artistic, musical or other works of whatever nature (including articles, blogs, vlogs, non-fungible tokens and social media posts) and all other materials in whatever format or medium;

      “Image Rights” means those intellectual property rights belonging to the Player relating to her name, likeness, image, signature, logo, catchphrase, fame, notoriety, reputation, nickname(s), initials, social media handles, mannerisms, distinguishing characteristics, voice and any other identifying attributes, such rights arising out of or in connection with personal appearances for the purposes described at clause 4.1 of this Agreement;

      The “Joining Fee” means the fee paid by the Player to join the WRA the amount of which shall be determined by the Players’ Board from time to time and shall be set out in the Application Form;

      The “Player’s Board” shall have the meaning given in the Rules;

      The “Rules” means the Rules of the WRA, a copy of which is available upon request from the WRA, as amended from time to time, and references within this Agreement to “Rules” shall be construed accordingly;

      “Subsidiaries” means any company controlled by the WRA (such as WRA Management Ltd);

      A “WRA Partner” means any individual, organisation, company, corporate entity, charity, or association which has entered into a commercial agreement with the WRA or any of its Subsidiaries.

2. MEMBERSHIP
   1. Provided that the Player meets the eligibility criteria for membership set out in Rule 5, the Player agrees to become a member of the WRA on the terms set out in this Agreement and in accordance with the Rules. The Player further agrees to be bound by the Rules at all times during their membership. A copy of the Rules shall be provided by the WRA upon request.
   2. Subject to payment of the Joining Fee, the Player’s membership of the WRA shall commence upon written notice to the Player by the Executive Committee of its acceptance of the Player’s application for membership (the “Commencement Date”) and shall continue subject to clause 3.1 of this Agreement and the Rules.
   3. The Player shall pay the Joining Fee to the WRA at the time of submitting the Application Form, by electronic bank transfer. In the event that the Player’s application for membership of the WRA is rejected, the WRA shall refund the Joining Fee to the Player within 30 days of having rejected the application.
   4. The Player shall pay the Annual Subscription to the WRA at the time of submitting the Application Form and, in all subsequent calendar years in which the Player is a member of the WRA, by 31 December each year. In the event that the Player’s application for membership of the WRA is rejected, the WRA shall refund the Annual Subscription to the Player within 30 days of rejecting the application.
3. TERMINATION
   1. The Player’s membership (i.e. this Agreement) may be terminated (without prejudice to any rights or remedies accrued by either Party as at the date of termination):
      
      1. by either Party without cause, at any time within 14 days of the Commencement Date (the “Cancellation Period”), by giving written notice to the other Party;
      2. on the expiry of notice of resignation which has been given by the Player in accordance with Rule 5.9;
      3. by the WRA if the Player is no longer eligible for membership under Rules 5.2 and 5.3;
      4. by the WRA if the Player has not paid the Annual Subscription within 26 weeks of it falling due, in accordance with Rule 5.8; or
      5. on the expulsion of the Player in accordance with Rule 22.
   2. Upon termination of this Agreement by either Party within the Cancellation Period, the WRA shall refund the Joining Fee and the Annual Subscription to the Player within 30 days of the written notice of termination.
   3. Subject to clause 3.2 of this Agreement, the Player shall not be entitled to a refund of any sums paid under this Agreement in the event of termination.
4. IMAGE RIGHTS AND APPEARANCES
   1. During the course of this Agreement, the Player agrees that the WRA and any of its Subsidiaries shall have the non-exclusive right to use and to authorise any individual, organisation, company, corporate entity, charity, or association to use the Player’s Image Rights for advertising, marketing, promotion, publicity or any other lawful purpose, in any and all media, provided that such use utilises the Image Rights of at least two additional players who are also members of the WRA, together or separately, and does not conflict with the Player’s obligations under her employment contract with a Club and/or the Rugby Football Union.
   2. The WRA, or any of its Subsidiaries, shall not authorise any individual, organisation, company, corporate entity, charity, or association to use the Player’s Image Rights under clause 4.1 of this Agreement without the prior written consent of the Player, such consent shall not be unreasonably withheld or delayed. However, the WRA shall not be required to obtain the Player’s prior consent to use the Player’s Image Rights where such use is solely for the promotion of the WRA.
   3. From time to time the Player may be invited to perform Appearances for or on behalf of the WRA (or any of its Subsidiaries) and/or WRA Partners, but is under no obligation to accept any such invitation.
   4. In consideration of the rights granted to the WRA and its Subsidiaries under this clause 4, the WRA (or its Subsidiaries, as may be appropriate) shall, in addition to reimbursing the Player’s reasonable travel expenses, pay to the Player an Appearance Fee in respect of any Appearance performed by that Player for or on behalf of a WRA Partner no later than 30 days after the completion of such Appearance(s). The WRA (or any of its Subsidiaries) shall reimburse the Player’s reasonable travel expenses, but shall not pay the Player an Appearance Fee in respect of any Appearance which is solely for the promotion of the WRA.
   5. The Player warrants and represents that:
      
      1. the Player exclusively owns all rights and interests in and to the Player’s Image Rights or has obtained written authority from all parties that own such rights and/or interests granting permission to the Player to enter into this Agreement;
      2. the Player has the full right, power and authority to enter into and perform this Agreement;
      3. the execution and performance of this Agreement does not violate or conflict with any contract or agreement to which the Player is a party;
      4. the Player has not granted, assigned, encumbered or otherwise disposed of any rights adverse to or inconsistent with the rights granted under this Agreement, or by which any of the rights granted under this Agreement might be diminished or impaired; and
      5. the exercise of any rights granted to the WRA or its Subsidiaries herein will not violate, conflict with or infringe upon any rights of any nature of any other person or entity.
   6. The Player shall indemnify the WRA or its Subsidiaries against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the WRA and/or its Subsidiaries arising out of or in connection with any breach of the warranties contained in clause 4.4 of this Agreement.
5. MEDIA AND SOCIAL MEDIA
   1. The Player is encouraged to promote the work and interests of the WRA on social media and/or in all other forms of media.
   2. The Player shall not through social media (nor any other form of media or otherwise, during their membership of the WRA and for 12 months thereafter, make any comments that are) in any way (directly or indirectly) prejudicial to the reputation and/or interests of the WRA, or that may bring the WRA into disrepute. Failure to comply with this clause 5.2 may result in disciplinary consequences in accordance with Rule 22.
6. CONFIDENTIALITY
   1. The Player shall not at any time (during or after their membership of the WRA) disclose to any person any confidential information concerning the business, finances, or affairs of the WRA (or its Subsidiaries), including (for the avoidance of doubt) the terms of this Agreement, except in accordance with clause 6.2 of this Agreement.
   2. The Player may only disclose such confidential information as described in clause 6.1 above:
      
      1. to their adviser(s) who need to know such information for the purposes of exercising the Player’s rights or carrying out the Player’s obligations under or in connection with this Agreement, subject to the Player ensuring that any adviser(s) to whom it discloses the confidential information shall comply with this clause 6; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
   3. The Player shall not use any confidential information of the WRA for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
7. DATA PROTECTION
   1. The WRA shall collect and process the Player’s personal data in accordance with the WRA Privacy Policy set out at Schedule 1 of this Agreement.
8. ENTIRE AGREEMENT
   1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
   2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
9. VARIATION
   1. No variation of this Agreement shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
10. GOVERNING LAW AND JURISDICTION
    1. This Agreement is governed by the laws of England and Wales and the Parties submit to the exclusive jurisdiction of the courts of England and Wales in respect of any claims (contractual or otherwise) which arise in connection with it.