1.1 Upon project completion and full payment, Client will receive final edited assets as specified in the project agreement.
1.2 Unedited/raw files remain the property of Producer unless otherwise agreed in writing.
1.3 Client is granted a non-exclusive, non-transferable, perpetual license to use the final assets solely for the purposes outlined in the project agreement, including but not limited to marketing, advertising, social media, and internal communications.
1.4 Any use outside the agreed-upon scope, including sublicensing, resale, or redistribution to third parties, requires prior written consent and may incur additional licensing fees.
1.5 Client may adapt assets for formatting purposes (e.g., resizing, trimming, subtitling), but may not materially alter the assets in a way that misrepresents or degrades the original work without Producer’s written consent.
1.6 Producer reserves the right to use any created assets for promotional purposes, portfolio display, and marketing, unless otherwise restricted in writing by Client.
2.1 Both parties acknowledge they may receive confidential or proprietary information during the course of this Agreement.
2.2 Each party agrees not to disclose, reproduce, or use such information for any purpose other than fulfilling obligations under this Agreement, except as required by law.
2.3 This obligation survives termination. Confidential Information does not include information that is publicly available, independently developed, or lawfully obtained from a third party.
3.1 Any modifications to the project scope, timeline, or deliverables must be submitted in writing and approved by both parties.
3.2 Producer will provide an updated cost and timeline estimate for requested changes. Additional costs, including labor, equipment, licensing, and post-production, shall be billed separately at the agreed-upon rate.
3.3 No Change Order work will commence until written approval and required payment are received.
3.4 Delays caused by Client-requested changes may impact delivery timelines. Producer shall not be held liable for such delays.
4.1 A non-refundable deposit of 50% is required to secure booking and initiate pre-production.
4.2 The remaining balance is due upon project completion and prior to delivery of final assets unless otherwise agreed in writing.
4.3 Invoices are due within 14 days of issue date. Late payments accrue a 5% fee per 14-day period past due.
4.4 If payment is not received within 30 days, Producer reserves the right to suspend work, withhold deliverables, and pursue collection.
4.5 All payments made are non-refundable, except where Producer fails to fulfill contractual obligations.
4.6 Client is responsible for all applicable taxes, transaction fees, and charges associated with payment.
5.1 If Client cancels more than seven (7) days before the scheduled production, Producer retains the deposit but no further fees are due.
5.2 If Client cancels within seven (7) days of production, Producer retains 100% of the project fee and Client remains responsible for all non-recoverable expenses (crew, rentals, permits, etc.).
5.3 Producer may suspend or terminate this Agreement if Client fails to make payments or breaches material terms. In such cases, Client forfeits all rights to unfinished or completed assets.
5.4 Either party may terminate this Agreement upon thirty (30) days’ written notice if the other materially breaches and fails to cure such breach within thirty (30) days.
6.1 Client agrees to indemnify, defend, and hold harmless Producer, its employees, officers, and affiliates against all claims, damages, or expenses arising from:
- Client’s use of assets in violation of laws or third-party rights.
- Modifications to assets made by Client.
- Unauthorized distribution, reproduction, or resale of assets.
6.2 This obligation survives termination.
7.1 All original photography, videography, and related materials created by Producer remain the sole intellectual property of Producer unless otherwise agreed in writing.
7.2 Upon full payment, Client receives the limited license described in Section 1.
7.3 Client shall not claim copyright ownership, register assets, or authorize third-party use without Producer’s written consent.
7.4 Any third-party use, including affiliates, agencies, or partners, requires prior approval and may incur licensing fees.
8.1 Client is responsible for providing safe working conditions at production locations under its control.
8.2 Producer is not liable for injury, loss, or damage arising during production, except in cases of gross negligence or willful misconduct.
8.3 Client agrees to maintain appropriate insurance for its personnel, premises, and activities.
9.1 Neither party shall be liable for delays or failures caused by events beyond their control, including weather, natural disasters, acts of God, labor disputes, government actions, or technical failures.
9.2 In such cases, parties will work in good faith to reschedule or adjust deliverables.
9.3 If the delay extends beyond sixty (60) days, either party may terminate without liability, except for payment obligations already incurred.
10.1 Parties agree to attempt good-faith resolution of disputes before pursuing formal remedies.
10.2 If unresolved within ninety (90) days, disputes shall be submitted to binding arbitration under JAMS rules in Dallas, Texas.
10.3 This Agreement is governed by the laws of Texas, without regard to conflict of law principles.
