SERVICE AGREEMENT
Terms & Conditions
By using the Service, You agree to the collection and use of information in accordance with this Privacy Policy.
When the term "Company" is used in the context, it refers specifically to "Buck and Birdie Media, LLC." When the term "Client" is used in the context, it refers specifically to "Client" or "End User" as identified in the applicable terms of service agreement or contractual documentation in connection with use of any service of the Company in any way.
Proprietary Information
Client understands and acknowledges that the success of the Company’s business in large part depends upon the development, use and protection of certain Proprietary Information which has been developed by the Company over a number of years at great expense and which the Company will continue to refine and develop during Client's term of Independent Contractor status with the Company. For purposes of this Agreement, "Proprietary Information" means any knowledge, information, documents, or property relating to, or used or possessed or owned by the Company, whether in electronic or tangible form and includes, without limitation, the following types of especially sensitive information: (1) Company's technology, intellectual property and works of authorship, whether or not subject to trademark, service mark, patent or copyright protection, (2) the identity and contact information of Company’s clients, vendors, suppliers and other third parties or entities with whom the Company conducts or plans to conduct business (“Clients”), and the identity and contact information for the key Clients for each Client, (3) the contractual or other agreements or arrangements in place with each Client, including information related to pricing, prospective contracts, agreements, or arrangements with Clients (4) the business practices of the Company, including but not limited to management and sales techniques, business concepts, plans, and procedures, (5) Company's methodologies, systems, and techniques, including, but not limited to, those used by it in connection with establishing pricing or other contracts, agreements or arrangements with Clients, (6) Company's development plans, data marketing identity and marketing plans and strategies, (7) Company's finances, except to the extent publicly disclosed, (8) records and information about Company's Clients and contractors, (9) business records, documents, lists, drawings, writings, software programs, and other tangible or electronic things that were or are created or received by or for Company in furtherance of its business, and (10) all electronic or tangible copies thereof relating to the Company’s business and all property associated therewith in any way obtained by Client while contracted by the Company, and all copies of any of the foregoing, including notes, extracts, memoranda prepared to, suffered, or directed to be prepared by any Client based on any Proprietary Information.
Client agrees to hold in strictest confidence and will at no time after Client's separation for any reason, use, communicate or disclose to others, directly or indirectly, any of the Company’s Proprietary Information. Client shall not copy or cause to be made any copies, facsimiles, recordings, reproductions, samples, abstracts or summaries of Proprietary Information or remove the same from the Company’s premises. Immediately upon separation, Client shall immediately and without further requests deliver to the Company all originals and copies, summaries, facsimiles, abstracts, recordings, and reproductions.
This Agreement. The Client agrees to keep the circumstances regarding the negotiations, conditions and terms of this Agreement strictly confidential. The Client agrees that he/she will not disclose any of these terms to any person, including but not limited to any former, current, or prospective Client of the Company, with the sole exceptions being that the Client may disclose the terms of this Agreement to the Client’s financial advisor, attorney(s), family, or by order of a court of law. It is further agreed that if the Client discloses the terms of this Agreement to any family member, the Client will be responsible for any breach of this Agreement by that family member. It is expressly agreed that this confidentiality provision is an essential and material provision of this Agreement.
Breach of Confidentiality. If the confidentiality provision is breached by the Client, the covenants and obligations of the Company herein shall immediately terminate, and the Client agrees to forfeit and return to the Company, upon demand by the Company, and in addition to pay the Company’s costs and attorney fees incurred in any legal action or proceeding taken by the Company to enforce this confidentiality provision and/or to remedy any breach of this confidentiality provision. The Parties acknowledge that should the confidentiality provision be breached, it would be very difficult to estimate accurately the damage. Thus, the Parties believe it is fair and reasonable to set the liquidated damage amount herein as compensation for any breach.
THIS AGREEMENT is made immediately upon deposit and/or use of service and/or receipt of consultation BETWEEN:(1) Buck and Birdie Media, LLC, a company incorporated and existing under the laws of Arizona, USA, ("Service Provider"); and(2) Client, ("Client"). WHEREAS:The Service Provider offers the services set out in this Agreement and the Client wishes to use such services in its business operations.
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires, the following expressions have thefollowing meanings:
2. TERM OF AGREEMENT
2.1. This Agreement begins immediately upon deposit and/or use of service and/or receipt of consultation and continues until end date as specified in service contract and/or production agreement, unless terminated earlier in accordance with its terms (the "Term").
3. SERVICES
3.1. The Service Provider will provide the Services to the Client. These services include, but are not limited to [LIST OF SERVICES TO BE PROVIDED].
4. PAYMENT
4.1. The Client will pay the Service Provider for the Services at a rate specified in service contract and/or production agreement, payable in accordance with its terms (the "Term").
4.2. Invoices will be submitted by the Service Provider to the Client on a [biweekly/monthly/quarterly] basis, with payment due within 24 to 48 hours of receipt, in accordance with its terms (the "Term")..
"Agreement" refers to this service agreement, including any schedules or annexures.
"Services" refers to the services outlined in Clause
"Confidential Information" refers to any information that is not publicly known and that is disclosed, in whatever format, by one party to the other during the course of this Agreement.
APPROVALS AND MODIFICATIONS.
The parties agree that Client shall have full approval rights on production, which approval will not be unreasonably withheld. a. Client shall review, modify as desired and approve script revisions, shooting locations, production design, off-line, on-line and all other elements of production. Client shall provide approval for all elements of production and any changes within 48 hours of receiving footage for feedback. Failure to communicate in specified timely manner may results in termination of services and no further after last delivery of versions will be delivered. b. After final approval of such elements as script, shooting locations, production design, off-line or on-line, any client changes that result in additional work will be at additional cost to Client as provided herein. c. Scope of work shall include: the Company's first edited version of each video, followed by one revision (if necessary) based on clients’ feedback and input. Any additional revisions beyond the ones included shall be charged by the rate of $250 / hour. If more than two revisions are requested by the Client, the Client shall be required to deliver payment prior to delivery of the final edited master. d. Each revision allows for 1-2 changes or up to fifteen minutes of editing time. A change consists of deleting, replacing, or adding generated footage or audio to the video to fit the vision of the client. A revision may also consist of changes in graphics, titles, or special effects.
CLIENT REPRESENTATIVE.
The Client representative shall be Client Payee / representative on video who is authorized by Client to make all decisions on behalf of Client regarding production hereunder, and whose decision shall be fully binding.
SCHEDULING.
The Company shall endeavor to comply with Client's desired scheduling of production. Client will approve initial video and revisions in a timely manner, defined as 24 hours from edit delivery to Client. Client acknowledges that failure, by Client to provide notes and feedback, or any other required information, to Producer, as defined above, will affect delivery date and/or lead to termination.
TERMINATION.
a. Either party may terminate the agreement at its option by giving written notice of termination to other if such other party should: Client not paying for contract schedule as specified in agreement. The Company not delivering videos as detailed above in previous sections. The Company shall not accept the deposit and not deliver final media, unless the client cancels the project with the Company. The Company must complete and deliver the media if the deposit is accepted, unless client neglects to terms set herein. b. At the time of termination, all payments received by the Company shall remain nonrefundable and with the Company and all content produced thus far shall not be delivered to Client unless additional payment for backup storage such as hard drives.
TERMINATION AND ACCELERATION.
By Client termination of any commitment and declare the unpaid principal balance of the loans, all accrued interest thereon, and all other amounts payable under specified Agreement(s), the Promissory Notes and Supplements, and all other Loan and/or Seller Finance Documents (if applicable) to be immediately due and payable; provided, however, that upon the occurrence of an Event of Default under Section 8.08(F), any commitments shall automatically be terminated and all such amounts shall automatically become due and payable. Upon such a declaration (or automatically, as provided above), the unpaid principal balance of the loans and all such other amounts shall become immediately due and payable, without protest, presentment, demand, or further notice of any kind, all of which are hereby expressly waived by the Client.
CANCELLATION AND POSTPONEMENT
A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project.If the Production Company blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company makes no further efforts to sell the time. If the job is canceled or postponed within the Guideline time frame, it is unlikely that this time can be re- booked. It should be understood that this time represents the Production Company’s only source of income.
Cancellation and Postponement:
Film or Digital Video Production:
a. If notice of cancellation/postponement is given to the Company within ONE TO SIXTY WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:(1) All out-of-pocket costs; (2) Full director’s fee as bid; and (3) Full production fee on the job as bid.
PRE-PRODUCTION CONDITIONS.
The Company is not obligated to begin performance under this contract until Client complies fully with each of the following conditions: a. Contract Form. This form must be signed by an authorized Representative of Client before pre-production begins. b. Artwork, Music, etc. Any artwork, music, or the like to be provided by Client, for project, must conform to the reasonable format specifications of the Company or Client will bear the costs of any dubbing or additional expenses required to accommodate such material. In the event of delays incurred at the request of Client, any out-of-pocket expenses or fees incurred by the Company will be due and payable with the final payment, regardless of status of project.
FILMING AND EDITING.
The Company strongly recommends that Client be present during all shoot days. If Client is present during production and approves the work at hand, the product shall be deemed to meet all standards including but not limited to quality, format, accuracy and aesthetics so long as the production conforms to industry standards. In such cases, the Company shall not be obligated to perform any reshooting unless Client agrees to pay such additional charges for reshooting as the parties may agree upon. If Client is not present at production, then shooting shall only be redone subject to the Company's availability and upon Client's agreement to pay such additional charges for reshooting as the parties may agree upon. The Company will be responsible for, and meet, all technical standards. Upon approval of the final edited master video, any changes requested by Client, shall be subject to additional charges. The Company shall not be obligated to perform any additional editing after video approval unless Client agrees to pay such additional charges for re-editing as the parties may agree upon.
OWNERSHIP OF MATERIALS.
a. Client shall be the owner of all rights to the video, title and interest in and to the media(s) which are the subject of this Agreement, excluding stock footage contained therein and music rights to original or library music included therein. Client shall own any and all trademarks and trade names used in connection with the product marketed hereunder and has the right to use it as they wish. All work product of the Company under this agreement is "work made for hire" under the Copyright Act. Client grants the Company an exclusive, worldwide, sub-licensable, transferable, royalty free license to all media clips produced during the course of the contracted work.
b. The Company promises to hold and maintain in strict confidence any confidential information that is provided (such as proprietary technical or business information) and will not disclose such information to any third party.
c. It is understood that the Company'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.
Work for Hire on which The Company has delegated you (i) Client acknowledges that all works of authorship developed in the course of work performed pursuant to this Agreement and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act (17 U.S.C. Section 101 et seq.). To the extent that such works do not constitute works made for hire under operation of law, Client hereby assigns all rights, title and interest in and to such works to The Company. For each Order, The Company shall acquire sole and exclusive ownership rights to all Content. The Company is the sole and exclusive owner of and Client hereby irrevocably assigns to The Company all Content, regardless of whether such Content is specified in any Order description, and all rights, title, interest, and ownership throughout the world in any Content, including all Intellectual Property Rights in and to any Content. Client hereby irrevocably and unconditionally waives all enforcement of each of the foregoing rights. All Content is and will belong exclusively to The Company with The Company having the right to obtain and to hold in its name, any and all Intellectual Property Rights. With the prior written approval of The Company not to be unreasonably withheld, The Company may grant Client a non-exclusive license to retain and use for portfolio purposes only a reasonable number of images created under this Agreement as "samples" or "portfolio copies" of Client's work, provided that Client shall neither make nor allow any commercial use or exploitation of such images; (ii) Client will require and cause its Personnel to assign to Client all materials prepared, developed, and/or used by such Personnel in connection with, relating to, or regarding each Order, including all "moral rights" and Prior Inventions (defined below) therein. In jurisdictions such as Canada, where moral rights may not be assigned, Client irrevocably and expressly waives in favor of The Company and agrees never to assert any and all "moral rights" that it may have in any Content. Client agrees to give The Company and any person designated by The Company reasonable assistance, at The Company's expense, required to perfect the rights granted pursuant to the Agreement. If The Company is unable because of Client's unavailability, dissolution, mental or physical incapacity, or for any other reason, to secure Client's signature for the purpose of applying for or pursuing any Intellectual Property Rights assigned to The Company herein, Client hereby irrevocably designates and appoints the Secretary of The Company or any of its duly authorized officers as Client's agent and attorney-in-fact, to act for and on Client's behalf to execute and file for such Intellectual Property Rights and to do all other lawfully permitted acts to further the prosecution of such Intellectual Property Rights with the same legal force and effect as if executed by Client. Upon the earlier of the completion of each Order or the termination of the Agreement, Client will immediately turn over to The Company all materials related to each Order and/or all Content pursuant to the Agreement. This power of attorney shall be deemed coupled with an interest, and shall be irrevocable; (iii) Notwithstanding anything to the contrary in the Agreement, all rights and licenses granted by Client pursuant to the Agreement will be deemed to be, for purposes of Section 365(n) of the Bankruptcy Code, 11 U.S.C. S 101 et seq., licenses of rights to "intellectual property" as defined under Section 101(35A) of the Bankruptcy Code, and software is, and will be deemed to be, "embodiment[s]" of "intellectual property" for purposes of same. The Company will retain and may exercise all of its rights and elections under the Bankruptcy Code or equivalent legislation in any other jurisdiction. Without limiting the generality of the foregoing, Client agrees that the rights and licenses granted to The Company will not be affected by Client's rejection of the Agreement in bankruptcy, and will continue to be subject to the Agreement. Upon Client's filing of a bankruptcy petition (or an involuntary filing), The Company will be entitled to a complete duplicate of (or complete access to, as appropriate) any such intellectual property concerning the Content furnished by Client, and such Content, if not already in The Company's possession, will be promptly delivered to The Company; (iv) If in the course of performing your services, Client incorporates into any Content or utilizes in the performance of the services any pre-existing invention, discovery, original works of authorship, development, improvement, trade secret, concept, or other proprietary information or Intellectual Property Right owned by Client or in which Client has an interest ("Prior Inventions"), Client agrees that (a) Client will provide The Company with prior written notice thereof, and (b) The Company is hereby granted a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Prior Inventions, without restriction, including as part of or in connection with such Content, and to practice any method related thereto. The Company shall own all right, title and interest in and to any modifications or derivative works of the Prior Inventions made by The Company or made by Client as part of the Services ("The Company Modifications"), including all Intellectual Property Rights in and to the The Company Modifications. Client will not incorporate any invention, improvement, development, concept, discovery, work of authorship or other proprietary information owned by any third party into any Content without The Company's prior written approval.
RELEASES AND SUBSTANTIATION.
The Company shall be responsible for obtaining releases, licenses, and/or other approvals for any and all music, recordings, voices, likenesses, persons, and copyrighted materials of other persons appearing within the video, with the exception of persons with whom Client has a pre-existing relationship pursuant to which persons or materials are included in the production at the request of Client. Client shall indemnify and hold harmless The Company from any and all claims, damages, costs and attorney's fees incurred by them arising from or related to the product and its design, manufacture and performance, from or related to intellectual property and/or contractual claims relating to the use of Client's trademarks in the production or sale of the product through such production, and from or related to materials provided by or at the direction of Client for inclusion in said production.
INDEPENDENT CONTRACTOR RELATIONSHIP.
The parties are contractors independent of one another, and neither has the authority to bind the other to any third party or otherwise to act in any way as the representative of the other except as specified in the Agreement. This Agreement shall not be construed as a joint venture or partnership. At all times each party shall represent itself to third parties as an independent contractor. Neither party shall make any representations, which may lead any third parties to believe that such party is acting in any capacity other than as an independent contractor.
MISCELLANEOUS.
The representative of each party acknowledges that he/she has read this contract, understands it and agrees to be bound by its terms by submitting payment. This contract is the exclusive statement between the parties and supersedes all proposals, representations and other communications (oral or written) relating to the subject of the contract. Each provision of this contract is distinct and severable from all other provisions and if any provision is held to be illegal, void or unenforceable, the provision shall not affect the enforceability of any other provision. This contract may not be modified, except in writing by duly authorized representatives of both parties. This contract constitutes the entire agreement between The Company and Client In any legal action arising under or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover its costs, reasonable attorney's fees, and expenses of litigation.
UNAVOIDABLE OCCURRENCES.
If the performance by The Company of any of its obligations or undertakings under this agreement is interrupted or delayed by an act of God or public enemy, including war, terrorism, riot, storm, inclement weather, earthquake, or other natural forces, or by the unlawful acts of one not a party to this agreement, then The Company shall be excused from any further performance for the period of time reasonably necessary to remedy the effects of that occurrence.
SAFETY.
The Company and associated crew and independent contractors are not responsible for any injury occurred during filming (including COVID). The Company will ensure proper safety measures are taken during the term of this agreement. If during the term of this agreement any The Company representatives have symptoms of COVID, and they are working on project, they agree to notify Client immediately.
PRODUCER WARRANTIES
Producer represents and warrants:
a. NO WARRANTY. The Company makes no warranty, expressed or implied, with respect to merchantability, fitness for intended purpose or any other matter, except as stated in this contract. b. The Company 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 Producer is a signatory. c. The Company 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) with respect to materials, elements and services provided by Producer.
CLIENT WARRANTIES
Contracting Client represents and warrants:a. Client shall pay The Company within 48 hours of schedule payments & 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.b. Client further agrees to hold harmless The Company from any damage, loss or liability, including attorney's fees, resulting from, but not limited to, unauthorized use of music and/or artwork supplied or requested by Client and used in production. c. (3) Client shall have the option to obtain, pay for and maintain Professional Liability (Errors and Omissions Liability) insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. Buck and Birdie Media LLC will be notified in writing prior to signing this Agreement if this is decided. Client is strongly encouraged to obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Producer and name Producer and Director as a “named insured” on said policies prior to the commencement of preproduction. All Agency/Client supplied insurance will be deemed to be the primary coverage and issued on a non-contributory basis. Agency/Client Umbrella Liability limit should be $10,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. Client will indemnify, defend and hold harmless Producer and Director for any and all claims, demands, actions including defense costs and attorneys fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Producer’s coverage. If client chooses to waive this coverage, Client holds Producer and anyone associated with Production team harmless of any and all claims related to production.
DELIVERY OF MATERIALS
Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) upon completion by The Company to Client.
NO WAIVER
Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.
EQUAL OPPORTUNITY
In connection with its performance hereunder, The Company agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, color, sex, national origin, age, disability, or any other factor protected by law.
GOVERNING LAWS.
This contract shall be governed by the laws of the United States of America and by the laws of the State of Arizona, without regard to conflict of law provisions.
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.
AUTHORITY.
The individuals executing this Agreement on behalf of the respective parties each agree that he or she has the full power and authority to enter into and execute this Agreement and thereby bind the party on whose behalf he or she is conducting business under and/or for.
DISPUTE RESOLUTION
The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.
ENTIRE AGREEMENT AND MODIFICATION
This Agreement and any Addenda attached hereto shall constitute the entire agreement between the Company and Client. Any amendment hereto must be in writing and signed by each party.
EFFECTIVE DATE. This Agreement shall be effective when executed by all parties hereto and may be executed in counterparts and/or by facsimile signature.
