Client Agreement

This contract is between the Grace Studio and the Client as detailed below:

Grace Studio, LLC (referred to hereafter as "Creative Team") | St. Petersburg, FL 33712

(727) 537-0430 | gracestudio.co | studio@gracestudio.co

 

Please read & sign the Agreement below

AGREEMENT TERMS & CONDITIONS

Producer hereby agrees to produce and deliver to Client the production of the project referenced in our project summary communication the media(s) (“Specified Media(s)”), subject to and in accordance with all terms, conditions, and specifications set forth herein.

Client understands final payment for the project is required within 30 days of project completion. For any late payments, Client may be charged at the Producer’s discretion, an amount equal to the current prime rate +10% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly. If at any time, Client desires to make any changes or variations from the completed project, or the script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress and such changes result in additional costs to Producer, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment. QUALITY It is the essence of this Agreement that all completed media and services supplied by Producer shall be of applicable production standards. Producer agrees that the media shall be of quality, artistically produced with direction, photography, sound, art, animation, synchronization and other physical and aesthetic content as agreed upon in the Agreement.

TERMS

FURNISHING MATERIALS, SERVICES, & RELEASES A. Client: Client shall supply scripts, storyboards, product props, talent, guidance, and related clearances, unless otherwise noted in the Addendum. B. Producer: Producer shall deliver the completed project media(s) pursuant to this Agreement and the requirements of Addendum A. Producer shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Producer in connection with the Specified Media(s) to the extent permissible by applicable union or guild agreements. Producer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted.

CHANGES IN SPECIFICATIONS If at any time, Client desires to make any changes or variations from the completed project, script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to Producer, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.

OWNERSHIP Except as otherwise provided herein, Producer owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein as well as in and to all the exposed negatives, positives, out-takes and clips. Producer grants Client an unlimited, exclusive, non-transferable license to use media(s) as specified in the project summary.

SECURITY/CONFIDENTIALITY Producer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Producer agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement.

INDEPENDENT CONTRACTOR It is understood that Producer’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.

PRODUCER WARRANTIES Producer represents and warrants: A. That Producer has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which Producer is a signatory. B. That Producer 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 Producer 50% non-refundable retainer fee (to be applied toward the full balance of the project) at the time of booking, with the remaining balance due at the time of final project deliverable approval. All talent union contracting forms and the filing thereof with various union offices, in connection with such talent, is the direct responsibility of the Client.

DELIVERY OF MATERIALS Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by Producer to Client.

PAYMENT Client understands that the specified terms of payment under this Agreement are based upon timely cash payments. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the Producer’s discretion, as additional consideration, an amount equal to the current prime rate +10% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly.

INDEMNIFICATION Client agrees to indemnify, defend, and hold harmless Producer and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this Agreement. Client shall indemnify Producer against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography, design, animation, and branded content.

TAX LIABILITY Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from Producer’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Producer from payment of any such taxes.

ALTERATIONS Any alterations of original art (color shift, mirroring, flopping and paste) creating additional art is prohibited without the express permission of Producer. Producer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute in additional use and will be billed accordingly.

CONTINGENCY AND WEATHER DAYS A. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company. B. These circumstances may include but should not be limited to: (1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client). (2) Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products). (3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).

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. In the unlikely case that a cancellation or postponement should occur, the Client will be liable to the Production Company for: (1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself on another project.

PUBLICITY GUIDELINES Until notified in writing by Client, Production Company and Director each have a revocable license to use finished media(s) for promotional purposes.

APPLICABLE LAW This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office authorizing this Agreement is located as set forth on Page 1 of this Agreement.

Production Schedule: Production schedule will be determined between Client and Production Company. Client and Production Company will set calendar dates for the following workflow and production process.

  • Pre-Production: Research & Development and conceptual - production preparation - travel preparation - production scheduling, call sheets.

  • Production: Shooting Schedule - Media management and back ups - Location wrap.

  • Post Production: Music Selection - Editing & sound Design - Motion Design & Animation - Color Correction - Mastering.

  • Post Production Wrap: Archive project files and media.