Terms and Agreement
Responsibilities
- Of the Videographer. The Videographer agrees to do each of the following:
- Take the Videos and perform the Services set forth in Exhibit A attached hereto and made a part hereof (collectively, the “Services”).
- Devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner.
- Perform the Services in a safe, good, and workmanlike manner, providing its best processional efforts and using at all times adequate equipment in good working order.
- Communicate with the Client regarding progress the Videographer has made in shooting the Videos and performing the Services.
- Supply all equipment and supplies required to perform the Services under this Agreement, except to the extent that the Videographer’s work must be performed on or with the Client’s property.
- Provide services (including the Services) and end products that are satisfactory and acceptable to the Client.
- Remove, replace, or correct all or any portion of the Videos found unsuitable, without additional cost or risk to the Client.
- Of the Client. The Client agrees to do each of the following:
- Engage the Videographer as an independent contractor to shoot the Videos and perform the Services set forth in Exhibit A to this Agreement.
- Provide relevant information or support to assist the Videographer with the performance of the Services.
- Satisfy all of the Videographer’s reasonable requests for assistance in its performance of the Services.
This Agreement shall become effective as of the Effective Date and, unless otherwise terminated in accordance with the provisions of Section 11 of this Agreement, will continue until the Services have been satisfactorily completed and the Videographer has been paid in full for such Services (the “Term
- RESULTS AND PROCEEDS.
The Videographer agrees that the Client shall be deemed the owner of all right, title, interest, and proceeds of every kind or nature, whether now known or hereafter devised (including, but not limited to, all copyrights and all extensions and renewals of copyrights) in and to the Videos. The Client retains the right to make all uses of the Videos throughout the universe and all changes in the Videos as the Client deems necessary or desirable. The Videographer agrees that the Client and its affiliates shall have the right to transform, edit, alter, distort, modify, add to, subtract from, enhance, broadcast, telecast, duplicate, distribute, or otherwise exhibit the Videos worldwide in all forms of media and forms of exploitation, now known or hereafter created including, but not limited to, websites, film, television, radio, and print.
Any publicity, including press releases or other information in connection with this Agreement is under the sole control of the Client. The Videographer shall not consent to and/or authorize any person or entity to release any information concerning this Agreement without the express prior written approval of the Client; provided, however, the Videographer has the right to use the Videos in the Videographer’s
portfolio and self advertising media without the prior consent of the Client. If the Videographer wishes to use the Videos for any other purpose, the Videographer must get the prior written permission of the Client.
- NO OBLIGATION TO USE.
The Client shall have no obligation to use the Videos. The Client’s sole obligation to the Videographer is to pay the sums set forth above to the Videographer; provided, however, that no such amounts will be paid if the Videographer is in default.
- VIDEOGRAPHER’S REPRESENTATIONS AND WARRANTIES.
The Videographer hereby represents and warrants that:
- he is, at the execution of this Agreement, at least eighteen (18) years old and not a minor;
- he has the full right and legal capacity to enter into this Agreement and to grant the rights granted or agreed to be granted hereunder;
- there is no outstanding contract, commitment, agreement, or legal impediment of any kind that conflicts with this Agreement or that might limit, restrict, or impair the rights granted to the Client or its affiliates hereunder;
- the identifying information of the Videographer set forth above is true and correct;
- he has entered into this Agreement freely, voluntarily, and without reliance on any promises, representations, or other statements not contained in this Agreement; and
- he has read and understands this Agreement.
- CLIENT’S RIGHTS.
The Client shall be the sole and exclusive owner of the Videos and all rights with respect thereto (collectively, “Rights”), which shall include all rights in and to the Videos created by the Videographer, in all media and all forms of exploitation whether now known or hereafter devised, throughout the universe, including all allied and subsidiary rights, such as merchandising rights, non-interactive, and interactive electronic publication rights, multimedia rights, publication rights including for publicity and advertising purposes. The Client shall have no obligation to pay additional compensation to the Videographer or any third parties for any exploitation of the foregoing Rights.
- TERMINATION.
This Agreement may be terminated:
- By either Party on provision of (2) days written notice to the other Party, with or without cause.
- By the Client at any time and without prior notice, if the Videographer is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives of the Client, or is guilty of serious misconduct in connection with performance under this Agreement.
- DEFAULT BY VIDEOGRAPHER.
If, for any reason, the Videographer fails to complete or deliver the Videos or any related materials within the time and the manner specified in this Agreement and Exhibit A hereto, the Client, at its election, may either:
- terminate this Agreement in its entirely, in which event the Client shall be released and discharged from any further obligations to the Videographer hereunder or otherwise, including, but not limited to, the obligation to make any payments to the Videographer; provided, however, such termination or cancellation shall not invalidate the rights granted by the Videographer to the Client hereunder; or
- specify a new date by which the Videographer must complete and deliver the Videos and related materials to the Client.
- ENTIRE AGREEMENT.
This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties with respect to the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties.
This Agreement may be supplemented, amended, or modified only by the mutual agreement of the Parties, which agreement must be in writing and signed by both Parties.
Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, by email or by mail (registered or certified mail, postage prepaid, return-receipt requested) to the respective Parties as follows:
- GOVERNING LAW.
This Agreement shall be governed by the laws of the state of Georgia. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party’s reasonable attorneys’ fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
- COUNTERPARTS/ELECTRONIC SIGNATURES.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail, or other electronic medium shall have the same force and effect as an original signature.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.