1. FURNISHING MATERIALS, SERVICES, & RELEASES

A. B.

Client: Client is responsible for executing all tasks specified in addendum A. If the client fails to deliver on a noted responsibility, any compromise caused to the production of media/services will not be the fault of the Producer. Client may be asked to sign a responsibility checklist to ensure they are fully aware of their scoped tasks.

Producer: Producer shall complete the project, delivering the specified services/media(s) pursuant to this Agreement and the requirements of Addendum A. Producer shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Producer in connection with the Specified Media(s)/Services. Producer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted in Addendum A.

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2. CHANGES IN SPECIFICATIONS

1. Client: If at any time, Client desires to make any changes or variations from the completed project, script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to Producer, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment. Client understands that some changes may not be possible within the scope of this service/production and will not hold producer responsible for the inability to complete additional, unspecified tasks.

2. Producer: Producer will only make changes to the media, or media producer with the explicit consent from Client, unless the changes could not be approved within a reasonable time and would result in the delay of delivery on specific project. 

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3. OWNERSHIP

1. Client: Based on the specifications detailed in the addendum A provided along this agreement, Client agrees and understands the terms of ownership noted in the addendum. Unless otherwise noted, Client will NOT post/share/upload or distribute services, media, or products produced during this project without providing the proper credit to producer. Client will comply to the specified terms regarding all generated media, sketches, drafts or iterations and will never demand, request or expect, exclusive ownership of these unless detailed in addendum A.

2. Producer: Producer has the rights to all media, drafts, sketches or takes produced, including the final product, unless otherwise specified in addendum A. Unless otherwise notes, producer may alter, and include any form of credit, watermark, or logo to the deliverables. If copyrights are transferred from producer to client, producer will provide client with any and all permits, release forms and other documentations needed for an exchange of rights. Producer has the right to release any and all iteration, edited version or corrected media/product produced, for any purpose, unless otherwise noted.

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4. SECURITY / CONFIDENTIALITY

A. Producer: Producer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Producer agrees, at Client’s written request (with notice more than TWO days before production) to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement.

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5. INDEPENDENT CONTRACTOR

A. Client: It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client.

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6. WARRANTIES

1. Producer: That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations.

2. Client: Shall abide by the terms set within these terms and pay the total sum for the production INCLUDING taxes, no more than 15 days after the project has been completed and all deliverables have been received by client.

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7. PAYMENT

A. Client understands that the specified terms of payment under this Agreement are based upon the final payment within 15 days. Client is responsible for covering the costs of processing fees accrued during the processing of payment. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged an amount equal to the current prime rate +10% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly.

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8. MEDIATION

1. Client: For any and all issues that cannot be resolved by client and producer, client agrees that they must first attempt to settle through mediation. Client agrees to move forward with the conditions established at any and all mediation meetings held regarding this project. Client also understands that they may be held responsible for paying anywhere from 50% to 100% of the total cost of mediation.

2. Producer: Producer will first attempt to solve issues arising through mediation. Producer will execute all orders determined by the mediation meeting.

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9. INDEMNIFICATION

A. Client: Client agrees to indemnify, defend, and hold harmless Producer and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this Agreement. Client shall indemnify Producer against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography, design, animation, and branded content.

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10. TAX LIABILITY

A. Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from Producer’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Producer from payment of any such taxes.

B. Producer: The producer, and the production team is responsible for any that are the direct result of a purchase necessary to the project, unless noted in the addendum.

 

11. ASSIGNMENT

A. Client: This Agreement may not be assigned by either party without the written consent of the other.
B. Producer: This Agreement may not be assigned by either party without the written consent of the other.

 

12. INSURANCE COVERAGE

A. Client shall obtain, pay for and maintain Professional Liability (Errors and Omissions Liability) insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. Producer will be notified in writing prior to signing this Agreement. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Producer and name Producer and Director as a “named insured” on said policies prior to the commencement of preproduction. All Agency/Client supplied insurance will be deemed to be the primary coverage and issued on a non-contributory basis. Agency/Client Umbrella Liability limit will be $10,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. Client will indemnify, defend and hold harmless Producer and Director for any and all claims, demands, actions including defense costs and attorneys fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Producer’s coverage - Unless otherwise specified in the addendum.

 

13. ALTERATIONS

1. Client: Any alterations of original art (color shift, mirroring, flopping and paste) creating additional art is prohibited without the express permission of Producer. Producer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute in additional use and will be billed accordingly.

2. Producer: Producer can make any and all alterations to the original art that they see fit. Use of the constructed media does not to be cleared by client and can be used on any platform currently, or to be existing in the future.

 

14. CONTINGENCY AND WEATHER DAYS

A. B.

C. D.

A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.
These circumstances may include but should not be limited to:

a. (1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client). (2) Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products).
(3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).

(4) “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The

Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.
The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.

The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).

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15. CANCELLATION AND POSTPONEMENT

A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project. If the Production Company blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company makes no further efforts to sell the time. If the job is canceled or postponed within the Guideline time frame, it is unlikely that this time can be re-booked. It should be understood that this time represents the Production Company’s only source of income.

Cancellation and Postponement: Photo / Video Production:

A. If notice of cancellation/postponement is given to the Producer ONE TO TEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out-of-pocket costs; (2) Full director’s fee as bid; and (3) Full production fee on the job as bid.
B. If notice of cancellation/postponement is given ELEVEN TO FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

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(1) All out-of-pocket costs; (2) Not less than 50% of director’s fee as bid; and (3) Not less than 50% of production fee on the job as bid. C. If notice of cancellation/postponement is given MORE THAN FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out-of-pocket costs; (2) Not less than 25% of the director’s fee as bid; and (3) Not less than 25% of the production fee on the job

as bid.

Cancellation and Postponement: Creative Services + Pre/Post Production:

A. If notice of cancellation/postponement is given MORE THAN HALFWAY THROUGH the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for the full cost of the job as a bid.
B. If notice of cancellation/postponement is given IN THE SECOND QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for:

(1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself on another project.
(2) Full creative fees as bid.

(3) Full production fee on the job as bid.
C. If notice of cancellation/postponement is given IN THE FIRST QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for:

(1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the
company, or, in the case of the free-lance labor, not able to re-book itself on another project.
(2) Not less than 50% of creative fees as bid.

(3) Not less than 50% of the production fee on the job as bid.

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16. PUBLICITY GUIDELINES

Until notified in writing by Client, Production Company and Director each have a revocable license to use finished media(s) for promotional purposes.

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17. DISPUTE RESOLUTION

The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.

 

18. ENTIRE AGREEMENT AND MODIFICATION

This Agreement and any Addenda attached hereto shall constitute the entire agreement between Producer and Client. Any amendment hereto must be in writing and signed by each party.

 

19. CAPTIONS

The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.

 

20. NO WAIVER

Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.

 

21. ENFORCEABILITY

If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions.

 

22. EQUAL OPPORTUNITY

In connection with its performance hereunder, Producer agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, color, sex, national origin, age, disability, or any other factor protected by federal, state or local law.

 

23. APPLICABLE LAW

This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office authorizing this Agreement is located as set forth on Page 1 of this Agreement.