QUALITY=

It is the essence of this Agreement that all completed media and services supplied by Producer shall be of applicable production standards. Producer agrees that the media shall be of quality, artistically produced with direction, photography, sound, art, animation, synchronization and other physical and aesthetic contentas agreed upon in the Agreement.

TERMS=

1. FURNISHING MATERIALS, SERVICES, & RELEASES:

Client: Client shall supply scripts, storyboards, product props, production notes, music, celebrity talent, creative guidance/supervision, and related clearances, unless otherwise noted in the Addendum A Production Specifications Form. Producer is not responsible for Editorial/Post Production subcontract. Client will supply track or musical composition(s) and rights clearances unless otherwise specified. Client shall collect all the agreements and Authorizations for each talent & location showed in the final video UNLESS OTHERWISE SPECIFIED.

Producer: Producer shall deliver the completed project 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) 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 otherwise specified.

2. CHANGES IN SPECIFICATIONS:

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.

3. OWNERSHIP:

Except as otherwise provided herein, Producer owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein as well as in and to all the exposed negatives, positives, out-­takes and clips. Producer grants Client a non transferable license to use media unless otherwise specified.

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, 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.

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:

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 and with all applicable union agreements to which Producer is a signatory.

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 the Producer.

7. CLIENT WARRANTIES:

Client shall pay Producer within 14 days after signing and accepting the quotation. All talent union contracting forms (e.g. “Exhibit A’s”) and the filing thereof with various union offices, in connection with such talent, is the direct responsibility of the Client.

8. DELIVERY OF MATERIALS

Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) specified in the quotation.

9. PAYMENT

Client understands that the specified terms of payment under this Agreement are based upon timely payments within 14 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 +10% on unpaid amounts until paid, compounded monthly.

10. INDEMNIFICATION

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 the 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.

11. 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.

12.  INSURANCE COVERAGE:

The producer is in possession of the individual liability insurance.

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 pre-production. All Agency/Client supplied insurance will be deemed to be the primary coverage and issued on a non-­contributory basis. Clients 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 the 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.

13 ALTERATIONS :

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 the first opportunity to make any alterations required. Unauthorized alterations shall constitute in additional use and will be billed accordingly.

14. CONTINGENCY AND WEATHER DAYS:

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:

– Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client).

-Injury, illness, or absence of client-­supplied elements (e.g. key talent, color correct products).

-Major forces (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).

-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).

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.

Producer. Producer will be given the first opportunity to make any alterations required. Unauthorized alterations shall constitute in additional use and will be billed accordingly.
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. 

Cancellation and Postponement=

-If notice of cancellation/postponement is given to the Producer 1 to 7 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 pre-production fee on the job as bid.

-If notice of cancellation/postponement is given 8 TO 14 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 as bid; and (3) NOT LESS THAN 50% OF THE  PRODUCTION FEE ON THE JOB AS BID.

-If notice of cancellation/postponement is given MORE THAN 14 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.

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.

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 the accepted quotation 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 Netherlands