1. FURNISHING MATERIALS, SERVICES, & RELEASES A. Client: Client shall supply scripts, storyboards, product props, production notes, music, celebrity talent, creative guidance/supervision, and related clearances, unless otherwise noted in the above Project Details. Producer is not responsible for Editorial/Post Production subcontract. Client will supply track or musical composition(s) and rights clearances unless otherwise specified. B. Producer: Producer shall deliver the completed project media(s) pursuant to this Agreement and the requirements of the Project details. 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) to the extent permissible by applicable union or guild agreements. Producer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted in the Project details.
2. CHANGES IN SPECIFICATIONS If at any time, Client desires to make any changes or variations from the 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, Producer agrees to notify the Client of the amount before any such additional costs are incurred and Producer shall proceed only after receiving approval (written or oral) from Authorized Representative, approval by Client shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment. 3. OWNERSHIP Except as otherwise provided herein, Client owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein. Client grants Producer an exclusive, worldwide, sublicenseable, transferable, royalty free license to all media clips produced during the course of the contracted work. 4. SECURITY/CONFIDENTIALITY 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, to require, 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. 5. INDEPENDENT CONTRACTOR 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. 6. PRODUCER WARRANTIES Producer represents and warrants: t Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory. B. That Producer will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Producer. C. In producing any work under this agreement, the producer will use the reasonable care, diligence and skill that a reasonable producer would exercise in the same circumstances
7. DELIVERY OF MATERIALS Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by Producer to Client. 8. PAYMENT Client understands that the specified terms of payment under this Agreement are based upon timely payments within 30 days. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the Producer’s discretion, as additional consideration, an amount equal to the current prime rate +2% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly. Ownership of the media does not transfer until full payment is made to Producer. 9. INDEMNIFICATION Producer agrees to indemnify, defend, and hold harmless Client 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 of Producer in this Agreement. Contracting 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 of Contracting Client in this Agreement. 10. TAX LIABILITY 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. 11. ASSIGNMENT This Agreement may not be assigned by either party without the written consent of the other. 12. CONTINGENCY AND WEATHER DAYS A. 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. B. These circumstances may include but should not be limited to: ........................... (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. C. Producer recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices. D. Producer 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. 13. 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 Producer 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: Film or Digital 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; and (3) Full production fee on the job. 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: (1) All out---of---pocket costs; (2) Not less than 50% of director’s fee (3) Not less than 50% of production fee on the job. 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 (3) Not less than 25% of the production fee on the job. Cancellation and Postponement: CGI or Animation 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. 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 freelance labor attached to the project. This expense will include full payment through the original completion date if that labor is not rebooked by the company, or, in the case of the freelance labor, not able to rebook itself on another project. (2) Full creative fees. (3) Full production fee on the job . B. 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 freelance labor attached to the project. This expense will include full payment through the original completion date if that labor is not rebooked by the company, or, in the case of the freelance labor, not able to rebook itself on another project. (2) 50% of creative fees. (3) 50% of the production fee on the job. 14. 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. 15. DISPUTE RESOLUTION The prevailing party in any legal action shall be entitled to legal fees and costs in connection with the legal proceedings. 16. ENTIRE AGREEMENT AND MODIFICATION This Agreement and any Agenda attached hereto shall constitute the entire agreement between Producer and Client. Any amendment hereto must be in writing and signed by each party. 17. 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. 18. NO WAIVER Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights. 19. 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. 20. EQUAL OPPORTUNITY In connection with its performance hereunder, Producer agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, colour, sex, national origin, age, disability, or any other factor protected by local law. 21. APPLICABLE LAW The construction, validity and performance of this agreement shall be governed at all times by English law and the English courts shall have exclusive jurisdiction in respect hereof