Standard Terms & Conditions

FURNISHING MATERIALS, SERVICES & RELEASES

Client: The Client shall supply all materials required for the production, specifically, access to the facilities where filming will be taking place, interviewees, interviewee waivers, consents or releases and all relevant and required materials including brands, logos and feedback at the agreed dates / times.

The Supplier: The Supplier shall deliver the completed project media pursuant to this Agreement and the requirements of Addendum A to the extent permissible by law. The Supplier shall supply everything else required for the delivery of the Specified media unless exceptions are so noted in Addendum A.

CHANGES IN SPECIFICATIONS

If at any time, the Client desires to make any changes or variations from the completed project, scripts or specified medias or from any material or work in progress, and such changes result in additional costs to The Supplier, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.

OWNERSHIP

Except as otherwise provided herein, The Client owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyright therein as well as in and to all the exposed negatives, positives, out-takes and clips once payment in full has been made. However, The Client grants The Supplier all rights to use the media for promotional purposes including in short excerpts to demonstrate their capability to potential prospects.

SECURITY / CONFIDENTIALITY

The Supplier understands that some information for said media(s) may be of a confidential and / or sensitive nature. The Supplier agrees, at the 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 / solution or the Specified Media(s) except as such disclosure may be necessary for the Supplier to produce media(sI in the usual and customary manner under this Agreement.

INDEPENDENT CONTRACTOR

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

SUPPLIER WARANTEES

The Supplier has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable laws and regulations and with all applicable union agreements to which the Supplier is a signatoryThe Supplier 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 Supplier excluding interviewees provided by the Client.

CLIENT WARRANTIES

The Client shall pay the Supplier within 28 days of deliverables noted on Page 2 of this agreement.

DELIVERY OF MATERIALS

Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in section 1 of this agreement

RETENTION OF MATERIALS

The Supplier will save the materials (raw and edited footage) for a period of six, full months after filming has been completed.

PAYMENT

The Client understands that the specified terms of payment under this Agreement are based upon timely payments within 28 days as stated in section 1 of this Agreement. If the Client chooses to defer paying any amount beyond the date on which it is due, the Client agrees to pay, as additional consideration, an amount equal to the current prime rate plus 10% on unpaid amounts until paid, compounded monthly.

INDEMNIFICATION

The client agrees to indemnify, defend and hold harmless The Supplier and its officers, employees, agents and licenses 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. The Client shall indemnify the Supplier 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 unauthorised use of graphics, music, video, film, photography, design, animation and branded content.

TAX LIABILITY

Any tax or other tax payable on production and delivery of the Specified Media(s) to the Client shall be the responsibility of The Client who shall pay, defend and hold harmless The Supplier from payment of any such issues.

ASSIGNMENT

This Agreement may not be assigned by either party without the written consent of the other.INSURANCE COVERAGE Both The Supplier and The Client are responsible for holding and maintaining professional insurance covering all aspects of their respective businesses during the creation and delivery of the project.

CONTINGENCY AND WEATHER DAYS

A contingency day is any day where a scheduled media / film shoot has been prevented from occurring due to circumstances beyond the control of The Supplier

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, the correct products).“Force Majeur” (meaning but not limited to earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labour 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 authorising the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.

The Supplier 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).

CANCELLATION AND POSTPONEMENT: FILM / DIGITAL VIDEO PRODUCTION

A cancellation or postponement is defined as a rescheduling of the production / shoot itself to a later specific date caused or directed by The Client or a total cancellation of the project. If a firm commitment has been made in writing between the Client and the Supplier, it should be represented the Supplier has lost a source of income.If notice of cancellation / postponement is given by the Client to the Supplier after the contract has been signed and between one and seven working days (inclusive) prior to the commencement of the shoot, The Client will be liable to The Supplier for 40% of the overall cost of the production.If a notice of cancellation / postponement is provided by The Client to The Supplier after the contract has been signed and eight to eleven working days prior to the shoot, The Client shall be liable for 20% of the total cost of the production.If a notice of cancellation / postponement is provided by The Client to The Supplier after the contract has been signed and twelve to fifteen working days prior to the shoot, The Client shall be liable for 10% of the total cost of the production.

CANCELLATION AND POSTPONEMENT:

Cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by The Client or a total cancellation of the project. If a firm commitment has been made in writing between the Client and the Supplier, it should be represented the Supplier has lost a source of income.If notice of cancellation / postponement is given by the Client to the Supplier after the contract has been signed and between one and twenty working days (inclusive) prior to the commencement of the shoot, The Client will be liable to The Supplier for the following:All out of pocket costs, including the expense of all staff and free-lance labour attached to the project. This expense will include full payment through the original completion date if that labour is not re-booked by the company, or in the case of the free-lance labour, not able to re-book itself on another project. 20% of creative fees as bid 20% production fees as bid

ENTIRE AGREEMENT AND MODIFICATIONThis Agreement and any Addenda attached hereto shall constitute the entirety of the agreement between The Client and The Supplier. Any amendment hereto must be in writing and signed by both parties.

APPLICABLE LAW

This Agreement shall be interpreted and governed by the laws of England & Wales.