STANDARD PRODUCTION AGREEMENT : DIGITAL Producer Job …€¦ · Producer Job No. STANDARD PRODUCTION AGREEMENT E. Insurance Insurance in connection with this Agreement shall be provided

Please indicate your agreement hereto by signing in the space provided below. F. Signatures

Client:

Name/Title:

Signature:

Date:

Producer:

Name/Title:

Signature:

Date:

A. Work Title/Distribution Channel

Producer and Client responsibilities for furnishing elements and materials in connection with the Work are detailed in the Statement of Work and the Standard Terms and Conditions attached hereto.

C. Production Requirements

$

$

$

Contract Price $

% upon Signing of Contract

% progress payment ____/____/____

% upon Completion & Delivery of all elements & materials supplied by Producer$

D. Terms of Payment

Contingency Day $

: DIGITAL

Producer

Client Project

Client Purchase Order No. Client Job No.

Address City/State/Zip

Address City/State/Zip

Producer Job No.

STANDARD PRODUCTION AGREEMENT

E. InsuranceInsurance in connection with this Agreement shall be provided according to the terms set forth in Paragraph 15 of the Standard Terms and Conditions by the following party (or parties): Producer (if this box is checked , Paragraph 15(a) shall apply) Client (if this box is checked , Paragraph 15(b) shall apply) .

copyright 2011, Association of Independent Commercial Producers, Inc.©

% progress payment ____/____/____

Producer hereby agrees to produce and deliver to the signer of this contract (“Client”) the below-referenced work (“Work”), subject to and in accordance with all terms, conditions, and specifications set forth herein, in the standard terms and conditions attached hereto (the “Standard Terms and Conditions”), in any rider(s) attached hereto and incorporated herein by this reference (each, a “Rider”), and of the statement of work supplied by Producer (the “Statement of Work”). This Standard Production Agreement, the Standard Terms and Conditions, any Rider(s) and the Statement for Work represent the entire agreement between Client and Producer (the “Agreement”), and the Agreement supersedes all prior negotiations, understandings and agreements (oral or written) between the parties hereto with respect to the Work.

B. Designated Personnel

Client understands and agrees that the Work shall only be distributed via those Distribution Channels selected above.

Producer shall be represented by the following authorized representative(s) during the production of the Work:

Client shall be represented by the following authorized representative(s) during the production of the Work.

Title Title

Name Name

Title Title

Name Name

Distribution Channel

Work Title/Length Broadc

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Theatr

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Intern

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Mobile

Gaming

Apps

Enviro

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Other

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D I G I T A L

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© copyright 2012, Association of Independent Commercial Producers

EXHIBIT “A”

STANDARD TERMS AND CONDITIONS

(Digital)

1. Standard Production Agreement. These Standard Terms and Conditions control

the Standard Production Agreement (“SPA”) attached hereto between Client and Producer and

govern any services provided by Producer to Client (the “Services”) in connection with the work

designated in Section A of the SPA (the “Work”). Any capitalized terms in these Standard

Terms and Conditions which are not defined herein shall have the definitions set forth in the

SPA. The SPA, these Standard Terms and Conditions, the “Statement of Work” (as defined in

the SPA), the “Production Calendar” (as defined below), and any Riders attached to and

incorporated into the SPA shall be collectively referred to as the “Agreement”.

2. Deliverable Work; Schedule. Producer shall deliver to Client the Work in the

form and formats requested by Client (the “Deliverables”) and according to a commercially

reasonable schedule (the “Production Calendar”) as agreed in writing by the parties in the

Statement of Work. The Work and Deliverables shall be of first class quality, artistically

produced with direction, photography, sound, art, animation, synchronization and other physical

and aesthetic content of a technical quality equal to current standards for multimedia

development services of similar character and purpose and will materially conform with all

technical requirements specified by Client in the Statement of Work. Any additional

deliverables requested by Client that are not otherwise contemplated in the Statement of Work

shall require further payment(s) by Client, as mutually agreed to by Client and Producer, in

addition to the Contract Price set forth in the SPA. Client and Producer hereby agree that the

Services will not commence until this Standard Production Agreement and the applicable

Statement of Work have been executed by both parties and Client has paid Producer the first of

the payments as set forth in Section D. of the Standard Production Agreement.

3. Relationship of the Parties. 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. Producer shall make

whatever payments may be due such persons and will comply with all governmental regulations.

All rights, benefits, privileges and properties under this Agreement are vested in and are for the

benefit of Client. Nothing contained herein shall constitute a partnership between or by the

parties hereto or constitute either party the agent of the other. Neither party shall hold itself

contrary to the terms of this Paragraph 3 and neither party shall become liable for any

representation, act or omission of the other contrary to the provision hereof.

4. Obligations of the Parties.

(a) Of Client. Client shall supply to Producer all scripts, storyboards, product

props, production notes, digital assets, digital shots, music, talent, creative guidance/supervision,

and related clearances, unless otherwise agreed in writing by the parties in the Statement of

Work. Client shall deliver all materials required to be delivered by Client pursuant to the

Statement of Work, including, without limitation, any of the foregoing required to be delivered,

or actually delivered, by Client (the “Client-Supplied Materials”) prior to the commencement

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of Services and in such a manner so as to not frustrate Producer’s ability to timely produce the

Deliverables and/or the Work or to render the Services in accordance with the Production

Calendar. Client understands that Producer’s performance is dependent on Client’s timely and

effective satisfaction of the Client-Supplied Materials and timely decisions and approvals by

Client. The parties acknowledge that the Client-Supplied Materials may include, without

limitation, talent, scripts, storyboards, camera ready artwork and product, voice and music tracks,

musical compositions, technical specifications or any other material which is the basis for or

incorporated into the Work and/or the Deliverables, or otherwise used in connection with the

Services. In the event that the Statement of Work includes among the Services website

development services and/or website maintenance services, unless otherwise agreed in writing by

the parties, Client shall have sole responsibility for acquiring and maintaining its own technology

environment, including but not limited to operating systems, databases, servers, Internet access,

networks, and hosting services.

(b) Of Producer. Producer shall perform all Services necessary to produce the

Work and supply all Deliverables in keeping with the requirements of Section A in the SPA and

as set forth in the Statement of Work. In addition, Producer shall deliver to Client all reasonably

necessary consents, waivers or releases from all persons or entities who have rendered services

to Producer in connection with the Work, including without limitation performing talent, to the

extent permissible by applicable union or guild agreements.

5. Ownership of the Work.

(a) Except as otherwise set forth herein, the final finished product of the

Services rendered by Producer hereunder, and any and all contributions made in connection with

the Work in whatever stage of creation or completion (and the services of any individual who

renders services for Producer in connection with the Work) (the “Results and Proceeds”), shall

be deemed a work-made-for-hire for Client prepared within the scope of Producer’s employment

and/or as a work specifically ordered and/or commissioned by Client for use in an audio-visual

work, and therefore, Client shall be the author and exclusive copyright owner thereof for all

purposes throughout the universe, with the exception of any intellectual property rights,

including without limitation copyright rights, that have been licensed from third parties for use in

connection with the Work. For the avoidance of doubt, the Results and Proceeds shall not

include the Producer’s Tools (as defined below).

(b) If under applicable law the foregoing is not effective to place authorship

and ownership of the Results and Proceeds and all rights therein in Client, then by way of

assignment and transfer of present and future copyright and otherwise, Producer hereby

irrevocably sells, transfers, grants, and assigns to Client, all of its right, title and interest therein,

whether now in existence or hereafter created, including, without limitation, all rights of

ownership and authorship in and to the Results and Proceeds throughout the universe and in

perpetuity, and Producer acknowledges and agrees that it shall hold no right, title, or interest in

or to any such items. All rights granted to Client shall vest in Client immediately upon creation

without reservation, condition or limitation and shall remain vested whether or not this

Agreement is terminated for any reason. No rights of any kind in and to the Results and

Proceeds are reserved to or by Producer or shall vest in or revert to Producer. Producer waives

Producer’s so-called “moral rights,” if any, and Client shall have the right to add to, subtract

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from, rearrange, change the title of and edit the Work and dub or subtitle the Work as Client may

determine in its sole discretion.

(c) Producer will execute and deliver any documents reasonably necessary to

perfect or effectuate any of Client’s rights in and to the Results and Proceeds under this

Agreement.

(d) Notwithstanding anything to the contrary contained herein, if the “ALL”

box in Section A of the SPA has not been checked, Client may display, distribute or otherwise

use the Work only in or through those specific channels of media distribution selected in Section

A of the SPA (the “Distribution Channels”). If the “ALL” box in Section A of the SPA has not

been checked, then in the event that Client may wish to exploit the Work in any other channels

of media distribution other than the Distribution Channels, the parties shall negotiate in good

faith the terms of an “Additional Exploitation Rider” (which must be signed by the parties and

attached to this Agreement as an Exhibit hereto) to determine what additional consideration shall

be paid by Client to Producer for the right to so exploit the Work, and Client shall not have the

right to so exploit the Work until the applicable Additional Exploitation Rider has been executed

and such additional consideration has been paid to Producer. If the “ALL” box in Section A of

the SPA has been checked, then Client may exploit the Work in all of the channels of media

distribution as set forth in Section A of the SPA.

(e) Notwithstanding the foregoing, Producer owns and will retain all right,

title and interest in and to any software or programming tools, both in object code and source

code form, or any other special processes which Producer had already developed or licensed

from a third party prior to the term of this Agreement, or which Producer creates pursuant to this

Agreement in order to render the Services and/or create the Work, whether in whole or in part

(“Producer’s Tools”), in perpetuity and throughout the universe (“Producer’s Rights”). By

way of example, Producer’s Tools may include pre-existing underlying software and other

technology, routines, sub-routines, and algorithms, and any and all intellectual property rights

therein. Client acknowledges and agrees that Producer will retain sole ownership of all

intellectual property rights in the Producer’s Tools. Client further acknowledges and agrees that

Client will have no ownership interests in any of the preliminary work product of Producer

including without limitation working materials, design, visual effects, animation, and/or

character animation files.

6. Confidentiality. The parties hereto acknowledge that they may receive from the

other information of a confidential and/or sensitive nature, including, without limitation,

processes, technologies and methods, any information or data (including without limitation any

formula, pattern, compilation, program, device, method, technique, or process) (“Confidential

Information”), in the process of producing the Work. Confidential Information of Producer

includes, but is not limited to, the terms of this Agreement; Producer’s Tools, as well as the

structure, organization, documentation, design, algorithms, methods, templates, data models,

data structure, flow charts, logic flow, and screen displays associated with such software; and

Producer’s pricing, sales and training materials and procedures. The parties will use

commercially reasonable efforts to keep confidential all of the other’s Confidential Information

that is clearly marked as “Confidential.” Each party shall, at the other’s reasonable written

request, require independent contractors engaged by such party in connection with the

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production of the Work to sign appropriate agreements to keep confidential any Confidential

Information; provided, however, that such party and its contractors and/or employees may

disclose such Confidential Information as may be necessary for such party to perform its duties

under this Agreement.

7. Statement of Work/Adjusted Specifications. Producer shall issue the Statement of

Work describing the details of the Services and the Deliverables to Client prior to commencing

the Services. The “Contract Price” defined and set forth in the SPA shall incorporate the cost of

the Services as outlined in the Statement of Work. The Contract Price shall be considered a

“firm bid” (as that term is commonly used), but Client may request reasonable changes to the

script(s) or storyboard(s) for the Work or to any material or work in progress while Producer is

providing the Services. Producer shall use commercially reasonable efforts to accommodate

such requests. The parties expressly acknowledge that any such changes requested may result in

additional costs to Client above the Contract Price. Producer shall notify Client of such

additional costs before any such costs are incurred and Producer shall proceed with such changes

only after receiving written approval from Client or Client’s authorized representative. Client

shall be responsible for all additional costs incurred under this Paragraph 7, and such additional

costs shall be paid to Producer at the time the final payment of the Contract Price is due (as set

forth in the SPA), or at such other time agreed to between the parties in writing. The Statement

of Work shall include a description of the final deliverables and the creative and technological

expectations as outlined and agreed upon by the parties, including without limitation agency

storyboards, styleframes, referential pitch manuals, final approved scripts and a calendar setting

forth deliverables and payment schedules alongside periods of revision.

8. Representations and Warranties.

(a) Of Producer. Producer represents and warrants as follows, except with

respect to any Client-Supplied Materials: (i) Producer has full right to enter into this Agreement

and to perform its obligations hereunder; (ii) Producer 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; (iii) upon delivery to Client of the Deliverables, all union

production payroll for individuals contracted by Producer (e.g. IATSE, DGA, Teamsters) shall

have been paid in accordance with the union contracts to which the Producer is a signatory, if

any; and (iv) upon delivery to Client of the Deliverables, all payment for any performances,

appearances and services contracted by Producer and rendered in connection with the Work shall

have been paid. Producer warrants that its Services will be performed in a professional manner in

accordance with the applicable Statement of Work. Except as expressly set forth in this

Agreement, Producer makes no warranties, express or implied, including but not limited to any

implied warranties of merchantability, noninfringement or fitness for a particular purpose or any

warranties arising as a result of Client usage in the trade or by course of dealing.

(b) Of Client. Client represents and warrants as follows: (i) Client has full

right to enter into this Agreement and to perform its obligations hereunder; (ii) Client shall pay

all session fees for SAG, AFTRA, and AF of M on-camera or off-camera performances, and will

discharge all obligations imposed upon employers under any Federal, state or local laws for

worker’s compensation, unemployment compensation insurance, social security tax, state

disability tax, payroll taxes and residual payments; (iii) Client hereby represents and warrants

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that it is the owner of all right, title and interest, including without limitation copyright and

trademark rights, in and to any and all Client-Supplied Materials, and that Producer’s use of any

and all of the Client-Supplied Materials in connection with its obligations pursuant to this

Agreement shall not constitute a violation of any rights of any third party; (iv) Client will comply

with all applicable Federal, state and local laws and regulations regarding substantiation of

claims, comparative advertising and trade practices; and (v) Client is not prohibited or otherwise

prevented from entering into and performing this Agreement by any other contracts, agreements

or other understandings with any third party or parties. Client is the contracting party (employer)

for said talent. In addition, all talent union contracting forms and the filing thereof with various

union offices, in connection with such talent, is the direct responsibility of the Client.

9. Delivery. Delivery of the Deliverables shall mean delivery by Producer of dailies,

negatives, positive prints, video tapes, sound tracks “as recorded”, high definition video, final

digital file and such other material as specified herein to the Client or to a third party as set forth

in the Statement of Work, at which time Producer shall be released from any and all liability or

responsibility in connection with the Deliverables.

10. Payment. Client shall make all payment(s) due to Producer under this Agreement

on time and in full and in accordance with Section D. of the SPA. In the event that Client fails to

pay any amount due, Client shall be charged (at Producer’s sole discretion) an amount equal to

the current prime rate plus two percent (2%) (as indicated by Producer’s bank at the applicable

time) on unpaid amounts until paid, compounded monthly. Client acknowledges and agrees that

it has no right to exploit the Work in any manner until Producer has been paid in full. Producer

shall have the right in its sole discretion to suspend the Services and/or withhold some or all

Deliverables pending receipt of outstanding payment from Client. Client shall be responsible for

the costs, including reasonable attorney’s fees, incurred in connection with Producer’s collection

of any past-due amounts under this Agreement. It is expressly understood and agreed by the

parties that title and/or a license grant to the Deliverables, as is appropriate, shall not pass to

Client until all payments due have been made to Producer.

11. Indemnification.

(a) Producer shall at all times indemnify and hold Client and its successors,

assigns, licensees and distributors and their respective shareholders, directors, officers,

employees and agents harmless from and against any and all third party claims, demands,

damages, losses, actions, causes of action, liabilities, costs and expenses, including reasonable

outside attorneys’ fees (collectively, “Losses and Expenses”) (i) arising out of any breach by

Producer of any representation, warranty, covenant or other provision hereof made by Producer,

and/or (ii) asserted by or on behalf of any person or entity by reason of any breach of contract or

tort committed by Producer, including, without limitation, Producer’s malfeasance and/or gross

negligence and/or intentionally tortious acts committed by Producer (but excluding any claims

for patent infringement). Client shall promptly notify Producer in writing of each such claim.

(b) Except as to matters covered under Producer’s indemnification obligations

hereunder, Client shall at all times indemnify and hold harmless Producer and its successors,

assigns, licensees and distributors and their respective shareholders, directors, officers,

employees and agents, from and against any and all Losses and Expenses (including reasonable

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outside attorneys’ fees and costs): (i) arising out of the exploitation of the Work and/or the sale,

marketing, consumption and/or use of any product or service featured in the Work (including

without limitations claims of patent infringement arising from or related to the Work); (ii) arising

out of any breach by Client of any representation, warranty, covenant or other provision hereof

made by Client (including without limitation, the obligation to make payments in a timely

manner hereunder), or (iii) asserted by or on behalf of any person or entity by reason of any

breach of contract or tort committed by Client, including, without limitation, Client’s

malfeasance and/or gross negligence and/or intentionally tortious acts committed by Client.

Producer shall promptly notify Client in writing of any such claim.

12. Limit on Damages. All liability arising under this Agreement, whether under

theory of contract, tort (including negligence), or otherwise, shall be limited to direct damages.

Neither party nor their suppliers shall have any liability to the other party or to any third party,

for any incidental, punitive, indirect, special or consequential damages, including but not limited

to lost profits, loss of data, cost of recreating lost data, interruption of business, or costs of

procurement of substitute goods or services, even if advised of the possibility of such damages,

whether under theory of contract, tort (including negligence), strict liability or otherwise. The

aggregate liability of Producer and its suppliers under this Agreement shall not exceed the total

Fees paid by Client to Producer hereunder with respect to the Statement of Work at issue. Any

action by either party must be brought within one (1) year after the cause of action arose.

13. Tax Liability. Any sales tax, use tax, or other tax payable on production and

delivery of the Work to Client (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.

14. Assignment. This Agreement may not be assigned by either party without the

written consent of the other, except in the event that a party may sell itself or all or substantially

all of its assets to a third party.

15. Insurance.

(a) If Producer is responsible to provide production insurance for said Work,

as set forth in Section E of the SPA, the following coverage shall apply:

(1) Producer shall obtain, pay for and maintain during the term hereof:

(A) Workers Compensation and Employers Liability for

Producer’s employee(s) at the site and time of production.

(B) Commercial General Liability in an amount not less than

$1,000,000 combined single limit for bodily injury and property damage at the

site and time of production. Producer shall add the Client as an “additional

insured” on Producer’s Commercial General Liability policy, but only with

respects to actions/operations of the Producer and/or Producer’s personnel.

(C) Film Production Package Policy consisting of Negative

Film and Videotape and/or Production Media (including but not limited to film,

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tape, disk or other medium or device used to record or store sounds or images

and/or information contained within); Faulty Stock and/or Media Perils, Camera

and Processing; Props, Sets and Wardrobe; Extra Expense and/or Damage to

Property; Miscellaneous Equipment; Third Party Property Damage; Monies and

Securities; and Office Contents. The Negative Film and Videotape and/or Media

Perils limit shall be sufficient to replace the elements paid for by the Producer

during the original shoot against covered causes of loss. The Props, Sets and

Wardrobe and Miscellaneous Equipment limits shall be sufficient to replace any

damaged property. If the Client desires for the Producer to insure types of losses

not listed above and/or production costs items originally paid for by the Client

such request must be made in writing prior to the commencement of production,

and Client shall reimburse Producer for any additional premiums arising from the

request for such additional insurance.

(D) Automobile Insurance covering vehicle(s) owned,

borrowed and/or rented by the Producer during the course of production. Such

coverage shall be in an amount not less than $1,000,000 for bodily injury and/or

property damage and provide comprehensive and collision coverage.

(E) Umbrella Liability in an amount not less than $4,000,000

combined single limit for bodily injury and/or property damage.

(F) Errors and Omissions Liability, including technology,

cyber, and privacy endorsements as applicable, in an amount not less than

$1,000,000 for claims arising from a single occurrence and $3,000,000 for all

claims in the aggregate. If coverage is purchased on a claims made basis there

shall be a three year reporting provision.

(G) Group Travel Accident covering union requirements.

(2) Producer shall at the written request of Client provide copies of

Certificates of Insurance evidencing compliance with required insurance coverage as

specified in Paragraph 15.(a)(1)(A)-(G) above.

(3) Client shall obtain, pay for and maintain Professional Liability

(Errors and Omissions Liability) insurance covering all intellectual property right

infringement(s) arising from any and all uses of the Work. Furthermore, Client shall

indemnify, defend and hold harmless Producer from any and all claims, demands, actions

including defense costs and attorney’s fees with respect to any and all claims arising from

any and all uses of the Work except for the Producer’s failure to secure releases for

Producer-supplied location(s), Producer-supplied set decoration(s) and Producer-supplied

talent.

(4) Each party agrees to promptly give the other party written notice of

any such claim.

(5) If any additional insurance is necessitated in connection with the

Services and/or the Work in addition to the coverage outlined in Paragraph 15.(a)(1)(A)-

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(G)above, special coverage shall be obtained at Client’s sole expense. Client hereby

acknowledges that unless requested by Client in writing, Producer is only providing

insurance coverage as outlined in Paragraph 15.(a)(1)(A)-(G) above.

(b) If Client is providing production insurance for the Work, as set forth in

Section E of the SPA, Producer will be notified as such in writing prior to the execution of this

Agreement.

(1) Client will obtain and maintain insurance coverage as outlined in

Paragraph 15.(a)(1)(B)-(G) above at no cost to Producer and name Producer and any loan

out companies identified by Producer as a “named insured” on said policies prior to the

commencement of the Services, and shall provide a certificate of such insurance coverage

to Producer. All Client-supplied insurance will be deemed to be the primary coverage

and issued on a non-contributory basis. Client’s Umbrella Liability limit will be

$19,000,000.

(2) Client will provide a supply of Certificates of Insurance and/or

have Certificates of Insurance issued on behalf of the Producer and any loan out

companies, as applicable.

(3) Client will be responsible for any additional insurance premiums

resulting from the need to purchase special coverage not provided by the coverage

enumerated in Paragraph 15.(a)(1)(A)-(G) and any and all deductibles associated with

Client’s insurance coverage.

(4) Client shall obtain, pay for and maintain Professional Liability

(Errors and Omissions Liability) insurance covering all intellectual property right

infringement(s) arising from the Underlying Materials.

(5) Each party agrees to promptly give the other party written notice of

any such claim.

(6) Client will indemnify, defend and hold harmless Producer and any

loan out companies identified by Producer, as applicable, for any and all claims,

demands, actions including defense costs and attorney’s fees for claims arising from the

Work and the failure of Client’s insurance coverage to be as broad as Producer’s

coverage.

16. Contingency and Weather Days.

(a) A “contingency day” is any day during which a production is scheduled

in connection with the Work and has been prevented from occurring due to circumstances

beyond the control of Producer.

(b) Circumstances that will justify a contingency day may include but shall

not be limited to:

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(1) Weather conditions (e.g., rain, fog, sleet, hail, or any adverse

condition that is not consistent with the prescribed shooting conditions desired by Client);

(2) Injury, illness, or the failure of Client to deliver or cause to be

delivered any Client-Supplied Materials (including key talent, color correct products);

and

(3) An event of “Force majeure”; an event of “Force majeure” shall

be defined as any event beyond Producer’s control, including but not limited to fire,

flood, natural or man-made epidemic of health of other means, earthquake, explosion,

labor dispute or strike, act of God or public enemy, equipment failure, riot or civil

disturbance, terrorist threat or activity, war (declared or undeclared) or any federal state

or local government law, order, or regulation, public health crisis, order of any court or

jurisdiction, or other cause not reasonably within Producer’s control.

(c) In the event of a contingency day, Client shall be obligated to pay any

additional costs incurred in connection with such contingency day. A contingency day may

result in a “Client Approved Additional Day”, which shall be defined as any additional day(s)

required to complete the Work that is/are approved by Client. Producer will provide Client with

a contingency day cost which Client must approve prior to Producer proceeding with any such

Client Approved Additional Day (for clarification, Producer shall have no obligation to proceed

unless and until Client approves any such Client Approved Additional Day), and such

contingency day cost shall be paid to Producer at the time the final payment of the Contract Price

is due (as set forth in the SPA), or at such other time agreed to between the parties in writing.

(d) Producer acknowledges its obligation to minimize contingency day

liabilities in accordance with accepted industry cancellation practices.

(e) If a Client-Approved Additional Day is requested, Producer will quote the

maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a

cost-per-day amount. However, the maximum exposure amount will not include the cost of

premiums for crew or suppliers (for example, should the contingency day fall on a weekend,

holiday or premium day based on consecutive employment).

17. Cancellation and Postponement. “Postponement” is defined as a rescheduling of

the Services to a later specific date caused or directed by Client. “Cancellation” is defined as a

total cancellation of the Services. If Producer blocks out a specific period of time to render the

Services, then Producer will not have to make any further efforts to mitigate any damage caused

from Client’s Postponement or Cancellation.

(a) General Cancellation Policy

(1) If notice of cancellation/postponement is given 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 Producer for the full cost of the job as bid

plus all change orders negotiated prior to the notice of cancellation/postponement.

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(2) 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 Producer for seventy-five percent

(75%) of the job as bid plus all change orders negotiated prior to the notice of

cancellation/postponement.

(3) 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 Producer for fifty percent (50%) of the cost

of the job as bid plus all change orders negotiated prior to the notice of

cancellation/postponement.

(b) Live-Action Cancellation Policy. In the event that the Services include a

live-action film or video shoot (a “Shoot”):

(1) If notice of cancellation/postponement is given one to ten working

days prior to the commencement of the Shoot, the Client will be liable to the Producer

for:

i. All out of pocket costs.

ii. Full director’s fee as bid.

iii. Full production fee on the job as bid.

(2) 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

Producer for:


ii. Not less than 50% of director’s fee as bid.

iii. Not less than 50% of production fee on the job as bid.

(3) 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

Producer for:


ii. Not less than 25% of the director’s fee as bid.

iii. Not less than 25% of the production fee on the job as bid.

Upon first notice of possible cancellation/postponement of a production, it is the obligation of

the Producer to supply the Client with an estimate as accurate as possible of the potential out of

pocket costs that will be charged upon cancellation or postponement.

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Upon Client’s Postponement, Client shall promptly pay the Cancellation Fees. If Client and

Producer should resume Services following Client’s Postponement, the parties will further

negotiate in good faith with respect to any additional fees, costs or other payments that may be

required in connection with the post-Postponement Services.

18. Publicity. Unless specifically notified in writing by Client, Producer shall have an

irrevocable license to use the Work for promotional purposes. Each party shall have the right to

use the other party’s name in its promotional materials. In addition, Producer shall have the right

to use the Work on its website or other marketing materials after the Client has launched the

campaign that utilizes the Work. Client shall use commercially reasonable efforts to credit

Producer in Client’s promotional materials and any trade publication articles or coverage

regarding the Work. Client shall also have the right upon the completion and launch of the Work

to submit the Work to design or other competitions and will provide the Producer with written

notice of such entry. If Client does not submit the Work to such competitions, then Producer

shall have the right to do so upon written notice to Client. Each party will mention or give credit

to the other party in connection with any awards that might be won in connection with the Work.

19. Equal Opportunity. In connection with its performance hereunder, Producer will

comply with all laws with respect to discrimination 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.

20. Applicable Law. This Agreement shall be interpreted and governed by the local

laws of the jurisdiction where Producer is located as set forth in the SPA. In the event of any

dispute arising out of this Agreement, each of the parties hereto irrevocably agrees that the state

and federal courts located in city or county of Producer’s primary location shall have exclusive

jurisdiction over any suit or other proceeding arising out of or based upon this Agreement, and

each hereby waives any claim that it is not subject personally to the jurisdiction of said courts or

that any such suit or other proceeding is brought in an inconvenient forum or improper venue.

21. Non-Solicitation of Employees. Each party agrees not to hire or solicit for

employment any employee(s) or contractor(s) of the other party involved in the performance of

the Agreement during the Term of any Statement of Work and for a period of one (1) year after

final payment is made by Client therefore, unless otherwise agreed in writing by the other party.

22. Continuing Offer of Services. Neither Producer nor Client shall be precluded

from retaining or providing to third parties the same or similar services which are the subject of

the Agreement or any Statement of Work; provided, however, that neither party shall use any

Confidential Information of the other party in providing services to or receiving services from

third parties.

23. Entire Agreement; Modification. The SPA, these Standard Terms and Conditions,

and any Riders and/or Exhibits attached hereto shall constitute the entire agreement between

Producer and Client with respect to the Work and supersedes all prior or contemporaneous

written and oral agreements with respect to its subject matter. Any amendment hereto must be in

writing and signed by each party. No waiver of any provision of this Agreement, or of any rights

or obligations of any party hereunder, will be effective unless in writing and signed by the party

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waiving compliance. In the event that any provision herein is determined to be invalid or

otherwise unenforceable or illegal, this Agreement shall otherwise remain in effect and shall be

construed in accordance with its terms as if the invalid, unenforceable or illegal provision were

not contained herein.

24. Headings. Headings used in this Agreement are for convenience of reference

only and shall not be deemed a part of this Agreement.

25. Notices. Each party shall designate one party to be its authorized representative.

All communications regarding schedule, budget, design, change orders or other material matters

should be communicated by or to such designated representative. All notices required or

permitted hereunder shall be in writing, delivered personally or by telephonic facsimile, certified

or registered mail, or overnight delivery by an established national delivery service at the

respective addresses first set forth in the SPA. E-mail communications that have been replied to

shall be deemed to have been delivered in writing for purposes of this Agreement.

Documents

STANDARD PRODUCTION AGREEMENT : DIGITAL Producer Job …€¦ · Producer Job No. STANDARD PRODUCTION AGREEMENT E. Insurance Insurance in connection with this Agreement shall be provided