Dilemma - Feature Film
KOKOE STUDIOS - PRINCIPAL PRODUCTION AGREEMENT - FEATURE FILMS - (Note : eg. Final contract points may vary).
This contract (the Contract) is the written agreement between the Client and the Production Company (Kokoe Studios) for the production of a film, digital or video project in accordance with the following Definitions, Obligations and All Other Provisions.
The following terms and conditions and definitions and rules of interpretation apply to and in any Contract and are deemed to have been accepted on signing of any such contract or deal memo.
DEFINITIONS
"Additional Shooting" means any additional filming work requested by the Client including but not limited to; interviews, backstage footage, rehearsal footage.
"Additional Post-Production" means any additional post-production work over and above that which has been agreed as part of the Production Company’s estimate and included in the Budget & Remuneration.
"Budget" means the cost of the entire project and shall be based on (i) required Crew size (ii) number of days pre-production time (iii) cameras used (iv) number of Post-Production days required to produce one Draft Product and subsequently one Finished Product (v) additional costs for locations, equipment, dancers, actors and so on.
"Casting" means the process of assembling and selecting persons other than the Client who shall appear as performers in the video. This excludes members of the public who may appear in the video are not being explicitly filmed.
"CGI" means any visual digital effects work that forms part of the video, including but not limited to animation, titles, motion graphics, renders, effects and so on but excluding the filming of the ‘green screen’ part of the composite image.
"Client" or "Customer" means the person/s or group of persons who have, by the signing of any contract with the Production Company, commissioned the Project.
"Crew" means any persons sourced by the Production Company for the purpose of conducting the Shoot.
"Draft Product" means a clean edited version of the Project which is satisfactory to the Production Company as a working version of the film and which shall be submitted to the Client for their approval including any watermark and timecode copy as and where deemed necessary for such by the Production Company. Otherwise a screening will be arranged.
"Film" means any digital or film processed media.
"Filming Equipment" means the equipment required by the Production Company in order to undertake the Shoot, including but not limited to cameras and grip equipment.
"Filming Day" means a period not to exceed 8 (eight) hours in duration, inclusive of all meal breaks. A Shoot may last for one or more Filming Days but shall be deemed to last a minimum of one (1) Filming Day. Additional hours over this time when directly attributable to the Client may be liable to additional charges.
"Filming Location means the location(s) of any filming which forms part of the Project. In the case of a Live Shoot, such venue is to be sourced by the Client and made known to the Production Company as early as possible. In the cases of a Studio or Performance Video, such location(s) are to be agreed between the Client and the Production Company prior to filming.
"Finished Product" means a clean edited version of the performance video which is approved by the Production Company and the Client. For the avoidance of doubt, the Project shall be deemed approved by the Client where a majority of the Client members have given their approval (either verbal or written) to the final Finished Product.
"Grading" means the process of enhancing the edited video by means of colour correction and application of filters. This process is undertaken to produce the desired ‘look’ to the video and will be done so to the satisfaction of the video Director, Director of Photography and Editor.
"Multi-Picture Deal" means an agreement that the Client undertakes to employ the Production Company on an agreed number of future projects, such an agreement to be contractually noted. The undertaking is on the basis that the Production Company offers a bulk pricing discount to the Client to undertake a set number of projects within an agreed timescale.
"Picture" means the film or final finished product rendered or printed or produced from the Project.
"Photography" as provided by Kokoe Film through partnership with Fringe Photography or other reputable external company, when paid for by client as additional service. Client will receive digital copies of photographs upon completion of the project.
"Post-Production" means the capturing, logging and editing of the film captured during the Shoot. For the avoidance of doubt, Post-Production shall commence on the earliest available opportunity upon completion of the Shoot and last until the video is edited and the Finished Product authored to a satisfactory standard by the Production Company and approved by the Client. This process encompasses any Grading and CGI work where this has been specifically included in the Budget.
"Pre-Production" means the overall process of defining the parameters of the desired Finished Product (including but not limited to; meetings with the Client or their representatives, the organising of the Shoot (including assembling of Crew, location sourcing, project planning etc), Casting and any other activities prior to commencement of the Shoot.
"Production Company" means Kokoe Film Ltd or any affiliate thereof.
"Production" means all and any elements of film production including and without limit to film, digital filming, final filming, Picture and all methods governing storing or the retaining and/or subsequent use of all and any media.
"Production Design" means the process of defining the visuals of the desired Finished Product (including but not limited to; location, props, performers, make-up, costume).
"Project" means all work done by the Production Company including but not limited to; Pre-Production, the Shoot, Additional Filming and Post Production and effects and music and media in order to achieve the Finished Product or Picture or Film.
"Remuneration" means the fees paid by the Client to the Production Company in consideration of the Project, either in the form of cash, cheque or money transfer. This may or may not include expenses.
"Shoot" means the filming of the Project (including any Additional Filming) and/or other persons selected during Casting for the purpose of producing a film or video prior to Post Production. For all avoidance of doubt the Shoot shall commence on the day/night or on the first day of filming any non-live segment, which is listed at the top of this Contract.
"Treatment" means the document defining the nature of the Finished Product (including but not limited to; type of video, ‘look and feel’, Shoot duration, camera angles, camera movement, narrative elements and themes, song breakdown, filming approach, use of colouring, filters, CGI and Grading).
INTERPRETATION
The following terms and conditions and definitions and rules of interpretation apply to and in any Contract and are deemed to have been accepted on signing of any such contract or deal memo.
OBLIGATIONS
Obligations of The Client
Upon signature of the Contract, the Client shall:
1. agree to give the Production Company overall creative control of all Principal Photography and Finished Product and Post Production unless otherwise agreed in writing prior to the start of any aspect of the production process;
2. agree to pay the Remuneration to the Production Company in a timely manner and in any case within the time period stated on the invoice and further agree that the Production Company are not obligated to provide receipted details of expenses incurred although the Production Company will make reasonable efforts to do so if requested in advance. The Client accepts that failure to pay the full Remuneration in a timely manner may result in late fees being levied by the Production Company or possible subsequent legal proceedings to recover monies owed and that the Client will be liable for all and any costs incurred by the Production Company as a result of such action;
3. agree that, having provided, or been given an opportunity to provide creative input to the Project prior to and during the Shoot, any Client dissatisfaction with the Final Product on creative or artistic grounds does not constitute failure on the part of the Production Company to fulfil its obligations under any Contract nor does it offer the Client grounds on which to refuse to pay the full Remuneration to the Production Company or to refuse to approve the Project or Film;
4. agree Filming Location(s) for the Project unless otherwise specified and requested with the Production Company. Further, the Client understands that the Production Company will not film in any Filming Location unless permission to film has been obtained in advance and any Permits or Fees have been arranged and cover the interests of the company – elements such costs are to be borne by the Client as part or additional part of the Remuneration;
5. agree that the Production Company is not liable for any perceived deficiencies in the Final Product caused by filming difficulties with any Filming Location(s) or third party services (e.g. car hire, equipment, crew) hired and/or chosen by the Client. Further that the Client is liable for any additional costs incurred by re-shooting or Additional Shooting caused by such difficulties or the cancellation or postponement by such service provider(s);
6. agree that, unless otherwise developed with the Production Company, the Client will supply the Treatment and the Production Design for the Project prior to the Shoot and give the Production Company full control to produce, direct and edit the Project according to the terms and conditions herein and in the Company's Post Production Terms and Conditions. In any case where a specific Treatment is not drawn up for the Project or that the Client provides no input into the look and feel of the Project prior to the Shoot any suggestions by the Client as to the nature of the Finished Product cannot be guaranteed to be accommodated during Post-Production;
7. agree to grant the exclusive license to use all of the Client's story, script, screenplay and any other story or screenplay elements as produced and provided by the Client for use in the Production and whether adapted by the Production Company or not for its use to continue to grant such exclusive license to finish the Project;
8. agree that any requests for changes to the Story or Script or Screenplay or Treatment and the Production Design made after the signature of this Contract or approval of the Treatment cannot be guaranteed to be accommodated. This includes any suggestions made by the Client or its affiliates during the Shoot or Post Production, particularly the submission of additional or contradictory reference material or story material;
9. give the Production Company a reasonable amount of notice to allow a Crew to be engaged or employed – no less than two weeks prior to the start date of the Shoot;
10. agree that the Production Company is responsible for Casting, unless informed otherwise and will source artists suitable, in the opinion of the Production Company, for the size and scope of the Project and according to the its requirements, where given. If the Client declines to be involved in this process or the Shoot itself the Production Company cannot be held liable for any failures on the part of the artists to perfectly realise the expectations of the Client or the Project. This clause holds unless the Client has undertaken, through written agreement with the Production Company, to be wholly responsible for Casting;
11. agree that the Client may not bring to the Shoot or any other event related to the Production any person or persons who are not directly connected with the Shoot or Project.e. fulfilling a role within either Cast or Crew. Further, the Client agrees that the Production Company is within its rights to ask any person or persons to leave the Shoot set or location where it deems such action as necessary and at its discretion and for the smooth running of the Shoot;
12. agree that the Production Company is not liable for any perceived deficiencies in the Final Product caused by actual or perceived deficiencies or imperfections in the physical attributes, facial expressions, wardrobe or performances of the Client or of artists, performers or extras selected, hired or brought to the Shoot directly by the Client or Production Company. Further that the Client is liable for any additional costs incurred by re-shooting or Additional Shooting caused by the actions or inactions of such artists, performers or extras;
13. agree that the Production Company, before the shoot, will ensure that their equipment and that of any hired in, is in working order and up to standard prior to the shoot however unforeseen technical difficulties can occur unexpectedly and whilst every effort will be made to deal with these on the day they cannot always be dealt with – this includes, but is not limited to batteries dying, camera errors including subsequent discover of dropped frames on the tapes, light bulbs blowing, power supplies failing, digital storage media failing – including but not limited to compact flash cards and SSD cameras;
14. agree that where the Client has the opportunity to attend the Shoot and monitor the aspects of the Shoot which it considers important, but fails to attend or draw attention to matters of concern, that the Production Company shall not be held liable for any perceived deficiencies in the Final Product or scenes in the Project either in part or whole;
15. agree that the Production Company shall be allowed to re-schedule any part of the Shoot where foreseeable adverse weather conditions could impact either the filming schedule or the Finished Product;
16. agree that the Production Company is not liable to bear the cost of any re-shooting where the need for such re-shooting has been caused by adverse weather conditions or such items beyond its control as, but not limited to; failure of the artist or any other performers to attend the shoot in a timely manner or to attend at all, cancellation or postponement by the Filming Location(s) or any other cause/s.
17. agree that the Production Company is not liable for any perceived deficiencies in the Final Product caused by the late arrival of the Client at the Shoot, or unscheduled absences from the Shoot, nor is the Production Company obligated to make any efforts to compensate for any such lost time. Further, the Production Company is not liable for any perceived deficiencies in the Final Product caused by the Client’s failure to approve any re-shooting when offered or suggested by the Production Company;
18. agree that any time lost during the Shoot or at any time during the Project as a direct result of Client actions may have a direct impact on the amount of filming that is possible or the delivery of the Project and that the Production Company reserves the right to alter the shot list or filming schedule or Post Production schedule as a result;
19. agree that failure to attend the shoot on the part of the artist or key Client individuals, without due notice being given of non-attendance, which results in the loss of a filming day, or rescheduling or abandonment of the Project, shall result in additional fees being levied by the Production Company;
20. agree that the Main Client Contact / Client Representative as declared above shall bear responsibility for decision making by the Client or its affiliates. The Production Company will not operate under any direct instruction given by person or persons who are not signatories of this Contract, nor is the Production Company responsible for any disagreements between the Client and any Third Parties as a result of its actions. Further, that the Production Company will not bear any costs arising from any additional work which is required as a result of the interference of third parties;
21. agree that, at minimum, the Client Contact shall be available for consultation during Post-Production, so that the Finished Product may be completed in a timely manner, respective of the Production Company’s schedule or by any deadline required by the Client, failure to do so will result in the Production Company taking creative decisions on behalf of the Client;
22. agree that the Production Company shall only commence Post Production upon receipt of the appropriate pre-agreed part of the Remuneration;
23. agree that the invoice outlines the Post Production time allocated as per the Remuneration and this includes solely the edit itself and any Grading the Production Company deem appropriate, or has previously discussed with the Client. Any additional work not requested, outlined, planned for and paid for before the Shoot commences, will not be undertaken by the Production Company unless additional monies are paid by the Client in advance. Such work may include but not limited to; CGI, additional Grading, audio reworking, remixing or re-mastering, physical blemish and imperfection removal, additional Post Production work over and above any set of changes included within the Remuneration;
24. agree that they may not be present during the Post-Production phase that delivers the Draft Product, unless such permission has been expressly granted by the Production Company in writing, and that any such involvement will incur Post-Production delays and all and any costs of this will be borne by the Client no matter any financial exclusions due to agreeing that the Production Company be made Executives in Charge of Production or not;
25. agree that during Post Production the Production Company is not obliged to undertake any audio editing of the sound or music track/s provided by the Client or not. Any such audio editing requested will either be at additional cost to be borne by the Client or the work must be undertaken by the Client;
26. agree that upon completion of the Project which the Production Company deem acceptable for distribution, the Client will receive or be shown at a screening a final and/or watermarked and time coded preview copy to view and if necessary, send one list of suggested changes which will be considered by the Production Company and, where possible, carried out and that any further changes and all costs related to further changes be borne by the Client and paid in advance;
27. agree that the Draft Product is not available for public viewing and any parties connected with the Client may only view it subject to the express written permission of the Production Company;
28. agree that any Post Production work, primarily Grading or CGI, carried out by parties other than Kokoe Film Ltd, will only be undertaken when the Draft Product has been approved and any requested edit changes made i.e. when the edit is ‘locked’. Any changes required to the Project after this outsourced work has been completed will be at cost to be borne by the Client – this includes any further Grading or CGI;
29. agree that any Grading or CGI work undertaken will be as defined by the Client and the Production Company and that the party undertaking such work will be acting on their best understanding of the instructions given to them. The Client understands that such work is carried out on a time-and-materials basis, and once the Budget limit for this work has been reached, any rework will be at additional cost to the Client. As such it is important that the Client has a clear vision of what is required and that this is adequately communicated;
30. provide any photo gallery images, logos or additional material required for the completion of the Finished Product and do so in a timely manner so as not to adversely impact the Post-Production schedule, further, agree that any perceived deficiencies in the Finished Product caused by deficiencies in the above material are not the responsibility of the Production Company. The Production Company reserves the right to refuse to include any such material provided in the Project, specifically video footage produced by parties other than the Production Company;
31. agree that in the event that the Finished Product, completed to the best abilities and to the satisfaction of the Production Company and to the agreed Treatment, is not acceptable to the Client, any reworking or remaking subsequently requested to the Project, whether this be Additional Filming or Additional Post-Production, shall be at an additional cost borne by the Client and paid in advance of the commencement of this additional work. This includes additional re-edits (however significant) over and above the single set of changes which the Client are allowed to request to the Draft Product to make the Finished Product. This also includes re-edits where the Client has reversed a previous decision or direction given to the Production Company;
32. agree that Client/s are not entitled to display or distribute any copies of the Project, whether it be the Finished Product or other versions or segments of the Project, until full Remuneration has been received by the Production Company and that even if remuneration has been received, unless explicitly agreed otherwise in writing between the parties;
33. agree that the Production Company will not provide copies of the Project or any part thereof on a Hard Drive of the original recorded media until all necessary Remuneration has been received from the Client and/or unless agreed beforehand and in writing;
34. agree that the Project raw materials or coded or digital data shall not be released to the Client for work to be carried out on it under any circumstances unless agreed in writing and that a fee be paid in full and in advance of such requirement;
35. agree that the Production Company accepts no liability for failure to deliver the completed Project on any requested date or assumed data due to unavailability of the Client for consultation on filming, editing or review of the Project or other reasons that the Client causes by way of breach or abuse of Contract or that the Production Company considers such tone of abuse as interfering. Further, the Client agrees that the Production Company may not be held liable for any consequences to the Client, including but not limited to; loss of revenue or publicity, missed deadlines or future opportunities, where such consequences are a result of the Client’s failure to comply with the terms of this Contract. Further, the Client agrees that the Production Company may not be held liable for any consequences to the Client where the Production Company has materially fulfilled the terms of this Contract;
36. agree that material relating to the Project will appear on the Production Company’s website and that the Production Company legally holds the copyright to such material at all times, unless bought out by the Client at a mutually agreed cost;
37. agree to credit the Production Company on the Client’s website for the production of the video and to post a link on their website to the Production Company’s website. The Client is entitled to host the video (the Finished Product), or clips thereof, on their own or their business partner(s) website, but in this case are obligated to credit the Production Company for its work.
38. agree that neither this Contract nor the Production Company offers any guarantees as to the likelihood of the Finished Product receiving TV exposure.
39. agree that the Client will respect the Company's staff and executives at all times and agree that no member of staff or executive management will be made to feel required or feel obliged to deal with any Client either face to face, over the phone or in any correspondence where they exhibit threatening, stress-causing or anxiety-causing or abusive or violent behaviour including texts or emails or phone calls that display acts of malicious communication. In any of these circumstances any member of staff or executive management has the right to refuse to operate the Booking with the Client or to refuse to offer or operate any services and shall not be required to supply their name or any further details. Any such malicious act (under The Malicious Communications Act 1988 or not) and whether considered proven or not will see the cancellation of all and any other services or elements or items or otherwise in all other term and conditions of the Company and which will be withdrawn, cancelled and/or terminated unilaterally and immediately and without limit forthwith from the time of the malicious act and with no reference to the Client.
40. agree that threatening behaviour is defined as but not limited to threats of violence to members of staff or executive management or any other person which is, for example; sexist, racist or homophobic; including intimidating or defamatory language, swearing and/or aggressive body language or shouting or the involvement of threats made against members or their families of companies or threats of postings made online.
41. agree that in all circumstances involving an actual or potentially violent/threatening or abusive Client, the Company will explain to the Client that their behaviour is unacceptable and the Client will be asked to apologise and/or behave in a civil manner or certain services or supplies or elements will be limited or withdrawn to limit behaviour from happening again. Subject to the Client's behaviour improving sufficiently and when an apology is received, the Client may only be dealt with at the level and discretion that the Company considers and deems as fitting and communication will be limited and this shall include the amount of information given or the amount of information on reports or emails given as on a 'need to know' basis and nothing more or not at all. The Client agrees that by such actions herein states that they can limit their own involvement in the Project unilaterally and that the Production Company can decide if the Client is to be involved at all.
42. agree that if the Company chooses to limit the Customer with regards communications or services or privileges it offers or has or has had with the Customer are withdrawn or limited then the Customer will lose those communications or services or privileges and access to certain information will be at the total discretion of the Company in order to protects its staff and executive management from further abuse.
Obligations of the Production Company
Upon signature of this Contract, the Production Company shall:
1. source a Crew suitable, in the opinion of the Production Company, for the size and scope of the Project. The Production Company reserves the right to change the nominated Crew prior to the Shoot, for operational reasons, and no financial recompense is offered to the Client in this eventuality but the Client is liable for all costs of such;
2. arrange and schedule the Shoot based on all the information available at the time. Contingency will be made for adverse weather conditions where appropriate;
3. produce, direct, shoot and edit the Project to a high standard in order to produce the Finished Product. The Project will be shot in either HD widescreen or HDV Widescreen format, depending on your projects budget or unless otherwise specified;
4. agree to show the Draft Product to the Client or the Main Client Contact to receive approval or have changes requested. For the avoidance of doubt, this procedure forms one of the days of the Post-Production time period allocated and paid for by the Client as part of the Remuneration. The Production Company reserves the right to watermark and timecode this footage so as to prevent unauthorised usage or duplication;
5. supply, on DVD, a maximum of one master encoded copy of the Finished Product to the Client. The Production Company is liable to provide replacement copies in the event of verifiable technical problems with original copies – replacements to be at a cost borne by the Production Company. Further copies shall be made available to the Client, if desired, at further cost to the Client. The Production Company is liable to supply the DVD using recognised branded media and created in a recognised format. The Production Company is not obligated to provide the DVD copies on printable media or with images on the face of the DVD, but shall make reasonable efforts to do so if requested, any problems with these DVDs should be reported as occasionally player incompatibility, burn issues, media brand and other issues cause problems including but not limited to synch issues, audio distortion and other issues, no playback at all and so on;
6. the Production Company is not obligated to provide un-encoded or data DVD copies, or copies of the Finished Product on other media. Such arrangements may be made separately and any additional costs incurred by the Production Company shall be borne by the Client, any un-encoded or data DVD files provided to the Client and which work correctly on the equipment of the Production Company but the Client subsequently has trouble playing – including to but not limited to no audio, no image, synch issues, image breakup etc – are not the responsibility of the Production Company, we cannot allow for every system variation and will provide standard video data files which should work;
7. agree to provide clips of footage from the Project (where requested), for use on the Client’s website;
8. retain the original recorded media (digital tape, digital recordings etc.) and keep this for a period of not less than twelve calendar months from the start date of the Shoot, and shall own the copyright within said original recorded media and edited product. Copies of the full recording to own all copyright shall be made available to the Client upon request, but at additional cost (“buy out”) borne by the Client. Unless requested earlier, after a period decided by the Production Company, the Client shall have the opportunity to purchase the original recorded media for a mutually agreed price. Notwithstanding the above, where the Client has not purchased the original recorded media within a period of eighteen months from the start date of the Shoot, the Production Company reserves the right to dispose of it;
9. agree to, where explicitly requested by the Client, refrain from undertaking any publicity or communication regarding either the Project or the Client. Such publicity may include but not be limited to; posting information about the project on any of the Production Company’s website or affiliated web pages, discussing matters regarding the contract with individuals outside of the Production Company, distributing Draft or Final copies of the Project to unauthorized persons before any agreed date, disclosing the Project’s budget to other clients or individuals outside the Production Company, revealing any information which may have a detrimental impact on the image of the Client;
10. where a performance is being filmed, advise any audience that filming is taking place and therefore by entering the concert venue, all observers and fans of the Client shall be deemed to have given their consent to be featured in the video;
11. ensure that that the Shoot will be covered by Employees Liability Insurance for the Crew and Public Liability Insurance for any individuals directly involved in the Shoot.
OTHER PROVISIONS
i. Costs, Payments & Expenses
1. In the event that the Remuneration is to be paid in a single instalment, the Production Company will invoice the Client prior to the Shoot and the Post Production will not commence until the invoice has been paid. In the event that the Remuneration is to be paid in two instalments, the first instalment will be payable prior to the Shoot and the balance of the Remuneration will be payable upon the Client’s approval of the Final Product, or if the project is not finished within 30 days after the completion of the Shoot, a further ¼ of the total budget will be payable with the final ¼ payable upon approval of the finished edit, whichever is the earlier. In the event that the Remuneration is to be paid in three instalments, the first instalment will be payable prior to the Shoot; the second instalment will be payable upon completion of the Shoot and before Post Production commences, and the balance of the Remuneration will be payable upon the Client’s approval of the Final Product, or if the project is not finished within 30 days after the completion of the Shoot, ½ of the remaining 1/3 of the total budget will be payable with the final ½ of the final 1/3 upon approval of the finished edit, whichever is the earlier. In any case the Production Company will not proceed to the next stage of production until a payment due has been made and will not, in any cases, make the Final Product available to the Client until the full Remuneration has been paid.
2. During Pre-Production, the Production Company shall not incur expenses including but not limited to; travel expenses, hire of Filming Equipment or Filming Location(s), unless it has been reimbursed for such costs in advance by the Client and/or its representatives.
3. Expenses that can be claimed as part of the Remuneration shall include costs incurred for any meals taken by the Crew during the Shoot or during travel to and from the Shoot, where such travel is taking place at such a time as would reasonably be expected to cover a mealtime.
4. Should the amount of agreed expenses be insufficient, the Production Company reserves the right to be reimbursed for any additional expenses incurred in relation to completion of the Project, and be paid these prior to the delivery of the Finished Product.
5. Should the Project be terminated at any stage, any costs or expenses incurred by the Production Company up to the point of termination are not refundable to the Client.
6. The Production Company is not liable to commence the Shoot until initial cleared funds have been received from the Client, unless a written agreement between both parties exists to the contrary. As such, the Production Company reserves the right to cancel the Shoot without financial penalty to itself, and the Client is liable to bear any costs associated with this cancellation, where such cancellation is a direct result of the Client’s failure to make Remuneration by the deadline specified in this Contract or the Client’s invoice.
7. Upon final approval of the Project, the Client is liable to settle the final invoice in a payment timeframe as declared on the invoice. Failure to pay in a timely manner may result in late payment charges being levied by the Production Company, such charges not to exceed the original Remuneration.
8. The Production Company is not liable to supply a definitive final version of the Finished Project until all cleared funds have been received from the Client, unless a written agreement between both parties exists to the contrary.
9. Further failures by the Client to pay invoices or be available for consultation regarding payment difficulties may result in further action being taken by the Production Company. Such action may include but not be limited to; disposal of all original footage, removal of all web-based material related to the Project, withholding of further deliverables, or legal proceedings. Such action overrides all related clauses within this Contract.
10. All payments shall be in Sterling.
ii. Travel & Accommodation
1. The Production Company shall employ such means of travel as are most appropriate for the size of the Crew, the amount of Equipment travelling, and geographical and itinerary concerns. The Production Company shall seek to minimise travel expenses payable by the Client, whilst taking account of comfort and security concerns whilst in transit.
2. The Production Company shall have the right to select or veto any choice of accommodation which is provided. Accommodation is on the basis of 1 person per room unless otherwise agreed.
iii. Project Duration & Deadlines
1. Prior to signature of the Contact the Production Company shall estimate the amount of time required to complete all aspects of the Project, including the amount of filming days required (the Filming Days). The Production Company reserves the right to alter the number of Filming Days required should the original estimate prove to be unrealistic, subject always to the Remuneration section of this Contract.
2. The original Remuneration includes provision for only one set of changes between the Draft Product and the Finished Product. Should the eventual Post-Production time be over and above that originally estimated by the Production Company, where the additional time required is directly attributable to requests for rework or Additional Post Production by the Client, the Production Company reserves the right to charge an additional fee in respect of the extra periods of Post-Production.
3. Any deadlines required by the Client must be recorded in this Contract. The Production Company is not obligated to meet any other deadlines imposed after the signature of this Contract or any deadline which subsequently becomes hard to meet based on delays borne by the Client. If the Client wishes to shorten the originally agreed Post-Production timescales, this ‘fast-track’ service will be at additional cost to be borne by the Client, and such an arrangement will be agreed in writing.
4. The delivery of the Finished Product as described represents the end of the Production Company’s obligations under this Contract. Further copies of the video of any kind – DVDs, miniDV tapes, DigiBeta tapes, data files, web files and so on – required by the Client fall outside the scope of this Contract and as such the Production Company is not obligated to provide them unless at cost.
5. Should any changes requested by the Client be incorporated in the Finished Product but against the wishes of the Production Company, the Production Company reserves the right to remove their name from the video and create a “Directors Cut” for use exclusively on their website.
6. The Project will be deemed to have been completed when the Client has paid the remainder of the agreed Remuneration and then receives the Finished Project.
7. In the event of outstanding contractual or invoice disputes with the Client regarding other Projects, the Production Company reserves the right to suspend work on this Project until such contract disputes are resolved.
iv. Delays & Cancellations
1. In the event that the Shoot is delayed after signature of this Contract due to reasons directly attributable to the Client, the Production Company reserves the right to levy additional charges, the total of which shall not exceed the original Remuneration, in recompense for any costs or losses incurred.
2. If the Client or its nominated Main Client Contact is unavailable for consultation during the Project, or alters the terms of the Project to the extent that the Production Company is unnecessarily inconvenienced, the Production Company reserves the right to levy additional administrational charges, such charges not to exceed the original Remuneration. Such actions on the part of the Client may be but not be limited to; cancellation or repeated postponement of meetings at the Client’s request, failures or excessive delays (ie: 1 week or more) to respond to written, electronic or telephone communication necessitating excessive expense on the part of the Production Company, postponement of the agreed Filming Day(s), or delay in providing agreed deliverables required by the production company as stated elsewhere in this Contract.
3. In the event that Post-Production or the completion of the Finished Product is stalled for more than 30 days due to reasons directly attributable to the Client, the Production Company reserves the right to levy additional administrational charges, the total of which shall not exceed the original Remuneration.
4. If the Client wishes to terminate the Project early, due to exceptional circumstances or breaches of this Contract, this must be agreed in writing with the Production Company.
5. In the event that the Project is cancelled after signature of this Contract and prior to the commencement of the Shoot at the request of the Client (or for reasons described in clause v. below), the Production Company reserves the right to retain (or be paid, if not already paid) up to 30% of the agreed original Remuneration (the total including any expenses and subcontract costs). Such charges are in recompense for any costs or losses incurred by such actions as, but not limited to; work conducted prior to cancellation, any supplemental administrational work incurred by the Production Company, loss of revenue due to rejected business opportunities. The Production Company will pursue legal means to recover such monies if necessary.
6. In the event that the Project is cancelled after signature of this Contract, after commencement of the Shoot and prior to the commencement of Post-Production at the request of the Client (or for reasons described in clause v. below), the Production Company reserves the right to retain (or be paid, if not already paid) up to 60% of the agreed original Remuneration (the total including any expenses and subcontract costs). Such charges are in recompense for any costs or losses incurred by the Production Company including for that of work conducted prior to cancellation including that of time spent on the shoot itself. The Production Company will pursue legal means to recover such monies if necessary.
7. In the event that the Project is cancelled at any stage during Post-Production at the request of the Client, the Production Company reserves the right to retain (or be paid, if not already paid) up to 80% of the agreed original Remuneration (the total including any expenses and subcontract costs). Such charges are in recompense for any costs or losses incurred by such actions as, but not limited to; work conducted prior to cancellation, expenses and hire costs incurred, fees due to subcontract parties, any supplemental administrational work incurred by the Production Company. The Production Company will pursue legal means to recover such monies if necessary.
8. In the event that the Project is delayed due to reasons directly attributable to the Client, the Production Company, having set aside time to complete the Project under the original timescales, (ie: 30 days after the shoot) is not obligated to meet any original deadline, nor will the Production Company inconvenience other Projects and customers by attempting to make good any time lost due to actions on the part of the Client. Any deadline requested by the Client which the Production Company is unable to meet due to delays and reasons attributable to the Client, will be endeavoured to be kept to but no guarantee can be made when other work is being carried out.
9. In the event that a Multi-Picture Deal is terminated by the Client prior to the completion of the full number of Projects agreed upon as part of the Deal, the Client is obligated to pay the Production Company a ‘buy-out’ fee equal to 15% of the total sums already paid to the Production Company as part of the Deal. Such a fee also applies in the case that the Client fails to complete the Deal within the time period specified as part of the Deal.
v. Safety & Conduct
The Production Company has the right to take any measures it sees fit in order to safeguard the Crew and Filming Equipment at all times. The Production Company is not obliged to undertake any shooting not previously agreed during the Pre-Production stage.
The Production Company has the right to suspend and/or cancel any Shoot should it reasonably believe that any parties associated with the Client are under the influence of drink or drugs of any kind. Furthermore, any abusive or threatening behaviour – both physical and verbal – towards any person or persons involved in the Shoot and the Project will not be tolerated and may result in suspension and/or cancellation of the Shoot. This also applies both before and after the Shoot and includes but is not limited to phone calls, emails or text message conversations and content.
Further, the Production Company will not tolerate any slanderous or defamatory comments, either verbally or written, and reserves the right to suspend work on the Project in such cases, and be paid all monies due by the Client up to the point of suspension.
vi. Royalties / Profit
The Production Company and the Client agree that both parties shall be legally entitled to royalties on the work carried out by them, including the commercial sale of DVDs and broadcast airplay. It is envisaged that a separate agreement will be drawn up and signed alongside this one, to determine and agree the best way of selling the product(s), informing both parties of the number of product(s) sold and collecting and distributing the monies. Should the Client wish to “buy out” the Production Company to ensure all royalties are theirs, a separate contract will be drawn up and a mutually agreeable amount worked out.
vii. Rights / Consents
All song credits must be submitted to the Production Company prior to Post Production for inclusion in the Finished Product. If covers are performed, the Production Company reserves the right not to include any such material in the Finished Product, so as to prevent potential copyright issues arising which could lead to the involvement of lawyers for the record label and Clients to whom the covered song belongs.
It is envisaged that the signing of this Contract shall have mutual benefits for both the Production Company and the Client, as follows;
a) The Production Company shall exclusively own in the pursuit of its responsibilities and rights and obligations to manage and produce, all rights to all songs, film and material whether written or produced by them or not (including adaptations of screenplay and whether derivative or not) and that all sound recordings in the film and their usage, dissemination and broadcasting of such songs shall attach a sole and exclusive license to right of ownership and/or license to use during and after the production of the final film, picture or product.
b) The Production Company shall withhold the rights to manage, produce, sell, publicly exhibit, lease, license, hire, market, publicise, distribute, exhibit, diffuse, broadcast, adapt and reproduce mechanically, graphically, electronically or otherwise howsoever by any manner and means (whether now known or hereafter devised) all elements of the Project, extracts of film or songs or music in the Finished Product including any Photography by the Production Company taken during Production or after. Any third party wishing to exercise any rights may do so only at the sole discretion of the Production Company and, only where and if agreed in writing, with the Client.
The Client’s rights and those of any third parties only apply in the case that the Client has concluded full and any and all additions to payment of Remuneration and only where agreements in writing for the application and use of such rights applies. All and any other versions or segments of the Project, including the Draft Product, are excluded from these rights.
The Production Company shall have the right to use footage and Photographs at any time, place or event of their choosing. This includes but is not limited to screenings to; fans, record labels, managers, record company representatives or any person associated with the music industry. The Production Company may use clips and Photography from the Project on their website to promote their work and that of the Client, unless this has been expressly forbidden in writing by the Client.
c) The Production Company should be credited at all times, where possible. This includes any mention of the video on websites, web logs (“blogs”) or releases containing the video. Any photography used should be properly credited to the Production Company and photographer. Web links to the Production Company should be present where possible where the Client is using the video. Likewise the Production Company agrees to credit and link to the Client on their website where possible.
d) All rights relating to the Copyright, Designs and Patents Act of 1988 and any other moral rights are shared between the Production Company and the Client and cover any legislation now existing or in the future enacted in any part of the world.
e) The Client may agree to purchase sole rights to the material – such an agreement to be separately drawn. This includes Photography for usage other than online in conjunction with the Project. Posters, Photo Prints, CD Sleeves etc will require a separate buyout option.
f) The Production Company shall own all rights to photographs taken by the Production Company or its Crew during the Project unless photography is a specified, paid additional service for the Client. The use of such photographs by the Client or its affiliates without the permission of the Production Company, and without due credit or remuneration being given, is forbidden.
viii. Liability
The Production Company shall not be liable for any loss of or damage whatsoever to any clothing or other personal property of anyone involved in the Project.
ix. Notices
All notices served upon either party by the other shall be delivered by hand at or sent by post or by facsimile or email addressed to the respective addressed hereinbefore contained or any subsequent address duly notified and if delivered by hand shall be deemed to have been served five days after posting and if sent by facsimile shall be deemed served 24 hours after receipt of the facsimile (and facsimile notice shall be confirmed by post).
x. Headings
Headings used in this document are for information only and do not form part of any contract.
xi. Miscellaneous
This Agreement contains the full and complete understanding between the parties and supersedes all prior agreements and understandings whether written or oral pertaining thereto and cannot be modified except by a written addendum signed by a duly authorized member of the Production Company and of the Client.
Nothing contained in this Agreement shall or shall be deemed to constitute a partnership or a contract of employment between the parties. It is an agreement to hire the services of the Production Company.
This Agreement shall be construed in accordance with and governed by the laws of England and Wales whose courts shall be the courts of the competent jurisdiction.
Rights of Third Parties Act (1999) excluded.
xii. Events Out of Control Of The Parties (Force Majeure)
The Production Company shall not be held liable by the Client where the Project is delayed, cancelled or materially affected due to the occurrence of an unforeseen event which is not within the control of either party. Such Force Majeure events shall include but not be limited to; Acts of God, unsuitable weather conditions, unsuitable location previously chosen by the Client, unforeseen technical difficulties, loss of material or equipment due to fire, theft or similar Force Majeure event.
In the event of an occurrence of Force Majeure, the party affected shall inform the other party within a reasonable timeframe in order that every effort may be made to reschedule the Project. It is understood and agreed that any such unforeseen event shall not relieve the Client of their obligation to pay the Production Company the Remuneration for work completed up until the event occurred.
Kokoe Document Ref: KKFL022018