This Agreement is made as of this date, 12 March 2024, between Purple Moon ("Client"), and Valentino Laz ("Video Creator").
Video Creator hereby agrees to produce and deliver to Client the production of the below-referenced media(s) (Video Edits selected), subject to and per all terms, conditions, and specifications set forth herein.
QUALITY
It is the essence of this Agreement that all completed media and services supplied by Video Creator shall be of applicable production standards. Video Creator agrees that the media shall be of quality, artistically produced with direction, photography, sound, art, animation, synchronisation, and other physical and aesthetic content as agreed upon in the bid estimate.
1. FURNISHING MATERIALS, SERVICES, & RELEASES
1.1. Client: Client shall supply recorded videos, scripts, storyboards, product props, production notes, music, celebrity talent, creative guidance/supervision, and related clearances unless otherwise noted. The Video Creator is not responsible for the filming or Pre-Production subcontract. The client will supply track or musical composition(s) and rights clearances unless otherwise specified (Usually Video Creator can provide music if required).
1.2. Video Creator: Video Creator shall deliver the completed project media(s) under this Agreement and the requirements. Video Creator shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Video Creator in connection with the Specified Video(s) to the extent permissible by applicable union or guild agreements if applicable. The Video Creator shall supply everything else required for the delivery of the Specified Video(s) unless exceptions are so noted.
2. CHANGES IN SPECIFICATIONS
If at any time, Client desires to make any changes (Outside of the 2 allowed feedback sessions per video) or variations from the original filmed video(s), script(s) or storyboard(s) in the Specified Video(s) or any material or work in progress, and such changes result in additional costs to Video Creator, Video Creator agrees to notify the Client of the amount before any such additional costs are incurred and Video Creator shall proceed only after receiving approval (written or oral) from Authorised Representative, approval by Client shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable per the terms of this Agreement for the 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 as well as in and to all the exposed negatives, positives, out-takes, and clips. Client grants Video Creator an exclusive, worldwide, sublicensable, transferable, royalty-free license to all media clips produced during the course of the contracted work. Video Creator will reserve the right to use videos for own business portfolio and promotion.
4. SECURITY/CONFIDENTIALITY
The Video Creator understands that some information for said media(s) may be of a confidential and/or sensitive nature. Video Creator 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 Video Creator to produce media(s) in the usual and customary manner under this Agreement.
5. INDEPENDENT CONTRACTOR
It is understood that the Video Creator’s status under this Agreement is that of an independent contractor and that all persons engaged by the Video Creator in performing its obligations shall not be deemed employees of Client.
6. VIDEO CREATORÂ WARRANTIES
Video Creator represents and warrants:
6.1. That Video Creator has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable laws, ordinances, and regulations and with all applicable union agreements to which Video Creator is a signatory.
6.2. That Video Creator 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) concerning materials, elements, and services provided by Video Creator.
7. CLIENT WARRANTIES
Contracting Client represents and warrants:
7.1. Client shall pay Video Creator within 10 days the remaining 25% of deliverables noted in Paragraph 1 of this Agreement. All talent contracting forms 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 a delivery of the referenced media(s) in paragraph 1 by Video Creator to Client.
9. PAYMENT
The client understands that the specified terms of payment under this Agreement are based upon timely cash payments within 10 days. If the Client chooses to defer paying any amount beyond the date on which it is due, the Client may be charged at the Video Creator’s discretion, as additional consideration, an amount equal to the current prime rate [+10%] on unpaid amounts until paid, compounded monthly. Ownership of the media does not transfer until full payment is made to the Video Creator.
10. INDEMNIFICATION
Video Creator agrees to indemnify, defend, and hold harmless Client and its officers, employees, agents, and licensees from and against any claims, actions, damages, liabilities, and expenses, arising out of the breach of any obligation, warranty, or representation of Video Creator in this Agreement.
Contracting Client agrees to indemnify, defend, and hold harmless Video Creator and its officers, employees, agents, and licensees from and against any claims, actions, damages, liabilities, and expenses, arising out of the breach of any obligation, warranty, or representation of Contracting Client in this Agreement.
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 Video Creator’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Video Creator from payment of any such taxes.
12. ASSIGNMENT
This Agreement may not be assigned by either party without the written consent of the other.
13. PUBLICITY GUIDELINES
Until notified in writing by Client, Video Creator each have a revocable license to use finished media(s) for promotional purposes.
14. DISPUTE RESOLUTION
The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.
15. ENTIRE AGREEMENT AND MODIFICATION
This Agreement and any Addenda attached hereto shall constitute the entire agreement between Video Creator and Client. Any amendment hereto must be in writing and signed by each party.
16. 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 any provision hereof.
17. NO WAIVER
Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.
18. 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.
19. APPLICABLE LAW
This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Video Creators office authorising this Agreement is located.