79 Madison Ave,
New York, NY 10016, USA
This VIDEO PRODUCTION SERVICES AGREEMENT (the “Agreement”), made effective the date it is executed by all parties hereto (the “Effective Date”), is by and between YOU (“Client”), and KANGAROO FILM LLC dba DreamItReel, a New York limited liability company (“Company”) (each of the signatories hereto is a “Party,” and collectively, the “Parties”).
The term (the “Term”) of this Agreement shall begin on the Effective Date and shall continue thereafter until December 31, unless Client purchases the Partnerships Pricing Model (as defined below), in which case, this Agreement shall terminate when the last video of such Partnerships Pricing Model has been produced by Company and delivered to Client, and Client accepts the video and tenders payment in full to Company, at which point, this agreement will expire (the “Expiration Date”). For avoidance of doubt, December 31 is the Expiration Date unless Client selects the Partnerships Pricing Model.
Company shall provide to Client the services as further described in the Scope of Work (“SOW”) attached hereto as Exhibit A (the “Services”). Company shall professionally provide the Services, consistent with the then-existing industry standards. An SOW may only be amended by the Parties in a written change order executed by both Parties.
As consideration for the Services to be performed by Company, Client shall pay Company the fee ("Fee," inclusive of all amounts set forth in this Section 3) outlined in the applicable SOW.
Client may choose from three different payment models, depending on its needs, whether its videos have a defined scope, and the number of videos it wants Company to produce. The models are (each a “Model,” and collectively, the “Models”):
Upfronts are one-offs or one-time projects. This Model is appropriate where the Client generally wants a video or videos (there is no limitation to the number of videos allotted hereunder) produced simultaneously, and is aware of the scope (subject matter, style, setting, tone, etc.) of the videos with reasonable specificity. Upon Client selecting the Upfront-Projects Model by executing this Agreement and any applicable SOW, Company shall issue an invoice to Client. Within five business days of receipt, Client must remit payment to Company, which must be received within that time by Company. The non-refundable payment shall be equal to 50% of the total payment Client must tender to Company for its Services (the "Deposit”). The remaining 50% shall be due upon completion of the project (the “Final Upfront Payment”), which shall occur when Company has delivered the final cut of the video(s) to Client. Upon delivery of the final cut, Company shall issue an invoice to Client (the “Upfront Final Cut Invoice”). Client shall remit the Upfront Final Upfront Payment to Company within thirty days of receiving the Upfront Final Cut Invoice.
The A La Carte-Projects Model is appropriate where the Client wants multiple videos produced. As with Upfronts, the Client has a defined scope for its videos under this Model. However, unlike with Upfronts, Client receives a discounted bundled rate (see Exhibit B for the bundled rates, which is incorporated by reference herein) for videos produced under the A La Carte-Projects Model. So long as all videos that Client pays for under this Model are produced, with final cuts delivered to Client by the Expiration Date, Client shall tender full payment to Company in accordance with applicable invoices issued to Client, irrespective of whether Client uses the videos by the Expiration Date. Upon Client selecting the A La Carte-Projects Model by executing this Agreement and any applicable SOW, Company, at its sole discretion, may issue an invoice to Client for payment which Client must pay within thirty days of receipt. Cancelled contracts will be prorated for completed videos per the supplied Rate Card.
This Model is appropriate where the Client desires Company to provide it with ongoing Services for multiple videos. Under this Model, unlike the other two above, no Deposit is required. However, Client shall tender monthly payments to Company instead on net30. Upon Client selecting the Partnership-Projects Model by executing this Agreement and any applicable SOW, Company shall issue monthly invoices to Client. The amount of the monthly payments is based on the value of the Services to produce the videos requested by Client divided by the number of months remaining in the calendar year at the time Client executes this Agreement (the “Partnership Monthly Payment(s)”). The entirety of all Partnership Monthly Payments due under this Model must be made by Client by the Expiration Date, irrespective of when the Client receives the final cuts or uses the videos. Client may purchase additional add-ons, which Client shall pay for on net30 pursuant to a separate invoice.
Each video produced by Company hereunder shall receive up to three edits (i.e., revisions or cuts or modifications) inclusive of the final cut. Each edit thereafter shall be subject to the fee set forth in Exhibit B, and the payment for which shall be made on net30 pursuant to a separately issued invoice.
If, for any reason, Client delays remitting the Fees to Company beyond the time set forth in any applicable SOW (the “Due Date”), then the following shall become operative:
1. As liquidated damages, to compensate Company for the loss of revenues (and the potential difficulty that may arise between Company and third parties that may not timely receive remuneration from Company due solely to Client’s delay hereunder), Client shall pay Company pro-rata 10% per annum for each day that the Fees are delayed past the Due Date (the “Liquidated Damages” or “Late Fee”) in addition to the Fee then due and owing.
2. For each day past the Due Date that the Fees have not been paid to Company (the “Security Interest Effective Date”), as security for payment of all sums due, or to become due or owing by Client to Company, Client hereby grants to Company a security interest (the “Security Interest”) in the Services (inclusive of all videos produced by Company on behalf of Client hereunder).
Client represents, warrants, and covenants to Company that: (i) it will not provide any materials to Company to be incorporated into the Services that are unlawful or subject to claims by third parties; (ii) it has the financial wherewithal to satisfy its payment obligations set forth herein and will remit payments when due; and (iii) it has the authority to enter into this Agreement. Company represents, warrants, and covenants to Client that: (iv) it has the necessary consents, rights, title, and interest to provide the Services; (v) it will provide the Services with due care, competently and professionally; and (vi) its provision of the Services shall comply with all applicable laws.
a. Client shall defend, hold harmless and indemnify Company from and against any (i) loss, damage, liability, claim, demand, suit, and expense (including reasonable attorneys' fees) ("Loss") that may be incurred by Company as the result of any third party claim, demand, suit, investigation, or proceeding made or brought against Company based upon or arising out of Client’s breach of its representations, warranties or obligations hereunder.
b. Company shall defend, hold harmless and indemnify Client from and against any Loss that may be incurred by Client as the result of any third party claim, demand, suit, investigation, or proceeding made or brought against Client based upon or arising out of a breach by Company of this Agreement.
Company shall have the right, without prior approval, to use any and all Services following their publication (publication shall occur when Client displays the Services to third parties) to promote Company and to market Company’s services to third parties, including submitting such Services to industry award shows and posting them on Company’s website and social media channels. Client agrees that Company may include Client’s name and any trademarks, service marks or logos provided by Client to Company in connection with the Services in such promotional materials.
a. The Parties agree that this Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
b. No waiver of any term of this Agreement shall be deemed a waiver of any other term or of any subsequent breach or default. No waiver shall be effective unless it is in writing and signed by an authorized representative of the Party against whom it is sought to be enforced.
c. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral, relating to such subject matter.