THIS AGREEMENT (the "Agreement") by and between Content Supply, LLC, a licensed company of Colorado state (the “Contractor”) and the "Client” in connection with the development, strategy and creation of certain media content.
In consideration of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
The Client hereby agrees to engage the Contractor to provide the Client with services (the “Services") identified on the Client’s Proposal, or Statement of Work, attached hereto as Exhibit A, and by this reference made a part of this Agreement.
The Services will also include such other tasks which the Parties may agree on from time to time by executing a supplemental Statement of Work.
Term of Agreement; Termination:
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect for a period of one (1) month, whereupon the Parties shall confer regarding adjustments to the services, objectives, deliverables and fees before entering into a new agreement.
In the event that either Party wishes to terminate this Agreement, that Party will be required to provide at least 15 days' notice to the other Party.
Notwithstanding the foregoing, in the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately upon written notice.
Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement. Payment for all services rendered prior to Termination shall be due within 15 days following such termination.
For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the "Compensation") to the Contractor as follows:
The listed price for each service or product on videosupply.com ("Service Fee"), payable on the date this services agreement is consented to when the service or product is ordered becomes the effective date. Client hereby irrevocably authorizes Contractor to initiate debits or credits through the ACH system.
The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
Reimbursement of Expenses:
All development, production and post production expenses, including development, strategy, transportation, airfare, luggage fees, lodging, food, equipment rentals, and supplier fees are included in the Service Fee.
Notwithstanding the foregoing, however, from time to time, Contractor may determine that an additional expense may be necessary or advisable. In such an event, the Contractor shall submit a detailed proposal outlining the request for such additional funds, such additional expenses shall be subject to Client’s prior written approval.
If, after a purchase of a service or product, you need to cancel or reschedule then the following applies:
You must reschedule or cancel your video production date at least 10 days or more prior to your initial booking date. If you need to reschedule or cancel your video production within 10 days of the initial booking then fees will apply. Fees will vary based on your customized production.
Video Production HALF or BASIC:
With the Video Production BASIC or HALF DAY service, Video Supply covers all essential fees and expenses in your initial service payment including crew bookings, travel, lodging, food and more. If any payments cannot be reimbursed by the crew, travel vendor, insurance, etc. then that's a sunk cost and our team will submit an invoice for you to cover these itemized costs due to the late change to our services agreement. There will be no fees if a production date(s) is cancelled or rescheduled more than 10 days before the initial production date booking.
Video Production PRO Service:
With the Video Production PRO service, Video Supply covers all essential fees and expenses in your initial service payment including a video strategy session, studio rentals, crew booking, travel, lodging, food and more. If any payments cannot be reimbursed by the studio, travel vendor, insurance, etc. then that's a sunk cost and our team will submit an invoice for you to cover these itemized costs due to the late change to our services agreement (within 10 days of the initial production date booking). If you decide to cancel 10 days or more from the initial booking, then all strategy and development services already rendered will NOT be reimbursed, but all other fees and costs will unless additional fees apply with a written consent.
If you have any further questions please contact us at [email protected]
The Parties understand and agree that any attempt to induce the other Party’s employees or service providers to leave such Party’s employ, or any effort by a Party. to interfere with the other’s relationship with its employees or other service providers would be harmful and damaging.
Therefore, during the term of this Agreement and for a period of five (5) years after the expiration or termination of this Agreement, Neither Party shall in any way directly or indirectly: (i) induce or attempt to induce any employee or service provider of the other Party to quit employment or retainer with such Party; (ii) otherwise interfere with or disrupt the other Party’s relationship with its employees or other service providers; (iii) discuss employment opportunities or provide information about competitive employment to any of the other Party’s employees or other service providers; or (iv) solicit, entice, or hire away any employee or other service provider of the other Party.
Ownership of Materials and Intellectual Property:
All intellectual property and related materials (the "Intellectual Property"), including any related work in progress that is developed or produced under this Agreement, will, following payment in full of all fees and expenses due pursuant to this agreement be deemed the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
Notwithstanding anything to the contrary contained herein, the Contractor is hereby granted a limited license, to use all or any portion(s) of the Intellectual Property in connection with the marketing and promotion of Contractor’s business, subject to Client’s approval.
No Joint Venture:
The Parties to this Agreement are independent contractors. This Agreement does not create a partnership or joint venture.
All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement at the addresses first listed above, or to such other addresses as the Parties may from time to time notify the other in writing.
Each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
Approvals or Revisions:
Client shall have the right of approval of all content prepared pursuant to this Agreement. To this end, Client may give unlimited content revision notes until completely happy with each deliverable. Such content revision notes may be submitted through Contractor’s content review and approval platform, (i.e.)
During the course of this Agreement, the Parties may disclose to the other certain information which is confidential to the disclosing Party. Provided that the disclosing Party informs the receiving Party that the information is Confidential Information, each Party will hold the other party’s Confidential Information in confidence, will not disclose it to other parties and will only use it for the purposes contemplated by this Agreement.
The obligations of a party under this Agreement shall in no event apply to Information which: (a) is or becomes known to the general public (except as a result of a breach by the receiving Party under this Agreement); or (b) was in the receiving Party's possession or known by the receiving Party prior to its receipt from the disclosing Party; or (c) becomes available or is disclosed to the receiving Party through or by a third party to the recipient’s best knowledge is under no obligation to keep such information confidential; or (d) pursuant to competent Court Order.
This Agreement is made and will be performed within the State of California, and shall be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of such state, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Any claim or controversy arising out of this Agreement shall be referred at the request of either Party to mediation.
Modification of Agreement:
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party.
Time of the Essence:
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Neither of the Parties may assign this Agreement without the prior, written consent of the other, any assignment made without such consent shall be null and void ab initio.
This constitutes the entire agreement of the parties, and it is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
This Agreement will ensure the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns.
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
IN WITNESS WHEREOF the Parties have duly agreed, consented and paid for the outline product or service.