The Client grants the 5&B full creative control in regards to the Project. Every effort will be made to ensure the 5&B fully understands the objectives for the Project. Furthermore, the Client agrees that by contracting with the 5&B for the Project, they fully endorse the 5&B’s creative style and technical skills to produce the content in a satisfactory manner. Further, the Client agrees that the 5&B has final say in regards to creative aspects of the Project.
The Client and 5&B agree that the term of this agreement shall run until the services outlined in Paragraph 1A are completed or both parties agree to a modification to Paragraph 1A.
A. Client attains the right to use the delivered final asset(s), domestically and internationally, in perpetuity for promotion on social media, Client website, other Client sponsored online venues, in offline media, such as screens in a local venue, for internal displays in their own company. This license does NOT include any broadcast usage in mediums such as radio, television, advertisements in cinemas or other large broadcast mediums. Such a usage requires an additional license may be negotiated and added via addendum to this contract.
B. 5&B is permitted to use any and all content created for the Client for the 5&B's own marketing endeavors. Including but not limited to all final versions of the content, alternate drafts of the content, and any raw video clips created as a part of the project.
C. 5&B retains total copyright in perpetuity to all raw materials the 5&B creates as a part of this Project, including digital negatives both video and photo. 5&B allows the transfer of copyright to the Client; the cost for this transfer is the greater of $500 or 25% of the total contract value as outlined in Paragraph 2A.
D. 5&B agrees to not license to any third party, any raw materials without the express written consent of the Client.
5&B is responsible for and shall maintain adequate liability insurance at all times throughout production.
A. In the event of the breach or threatened breach of any provision of this Agreement by either party, both shall be entitled to injunctions, both preliminary and final, enjoining and restraining such breach or threatened breach. Such remedies shall be in addition to all other remedies available at law or in equity including either party's right to recover from the other any and all damages that may be sustained as a result of breach of contract.
B. In the event of breach of contract for non-payment by the Client, work will cease immediately and the parties agree that all additional monthly payments of this agreement shall be accelerated and shall become due and owing immediately. Further any payments due and owing for "Additional Services" shall be separately invoiced. In any action or proceeding arising from this agreement, the prevailing party shall recover the reasonable attorney's fees and costs incurred in connection with the dispute including in any trial, appellate, or bankruptcy court.
In an effort to resolve any conflicts that arise during the Project Services period or following the completion of any services hereunder, the Client and the 5&B agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation.
The Client and the 5&B further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with subcontractors, subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution among the parties to all those agreements.
Both 5&B and Client agree that the relationship created by this agreement is that of an independent contractor and not that of an employee and employer. 5&B is responsible for the payment of any taxes, including, without limitation, all federal, state and local personal and business income taxes, sales and use taxes, other business taxes and license fees arising out of or due and payable on the compensation paid to the 5&B by Client.
A. The 5&B warrants that it has the full legal rights to any and all photographic images, video images, graphic elements, written content, music, or audio recordings used in the project. The 5&B agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers, directors and employees, against all damages, liabilities and costs, including reasonable attorneys’ fees and defense costs, to the extend caused by the 5&B’s negligent performance of professional services under this Agreement and that of its subcontractors or anyone for whom the 5&B is legally liable.
B. The Client warrants that it has the full legal rights to any and all photographic images, video images, graphic elements, written content, music, or audio recordings supplied to the 5&B for use in the project. Furthermore, the Client warrants that they have obtained all necessary individual subject waiver(s), permitting the use of likeness and representation of any individual in the project and any future project, whether used by Client or 5&B. Additionally, Client agrees that they have obtained any location permission or reached an agreement with any location they supply for use as a part of this project. The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the 5&B, its officers, directors, employees and subconsultants, against all damages, liabilities and costs, including reasonable attorneys’ fees and defense costs, to the extent caused by the Client’s negligent acts in connection with the Annual Services or Additional Services and the acts of its contractors, subcontractors or consultants or anyone for whom the Client is legally liable.
C. Neither the Client nor the 5&B shall be obligated to indemnify the other party in any manner whatsoever for the other party’s own negligence or for the negligence of others.
A. This agreement may be altered, amended, or terminated only by a writing signed by both 5&B and Client. It shall be binding on and inure to the benefit of the successors in interest, heirs, assigns, and personal representatives of each party.
B. After signing of this agreement, should the Client request any additional content or service which would not be included in Paragraph 1, that request or requests would be deemed beyond the scope of this project. Such a request may include but is not limited to, delivery of additional videos, portions of a video for alternate venues or purposes, additional filming day (or portion of day), motion graphics, photography, etc. These requests shall be written and agreed to via an appendage to this contract, to be negotiated and agreed by signature between the Client and 5&B.
This Agreement shall be governed by the laws of the State of Tennessee. The parties submit to the jurisdiction of the State of Tennessee and federal courts and agree that any legal action or proceeding relating to this Agreement may be brought in those courts.
This Agreement constitutes the entire agreement of the parties with respect to the subject matter of this Agreement. Further, If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.