Project Contract

1. Agreement Terms: This Agreement and any Addenda attached hereto shall constitute the entire agreement between Paul Go Images (hereafter referred to as "Producer"), operating in the state of Texas, and the client (hereafter referred to as "Client"). Any amendment hereto must be in writing and signed by each party.
 2. Definition: "Image(s)" means all visual representations furnished to Client by Producer, whether captured, delivered, or stored in photographic, magnetic, optical, electronic, or any other media. Unless otherwise specified on the front of this document, Producer may deliver, and Client agrees to accept, Images encoded in an industry-standard data format that Producer may select, at a resolution that Producer determines will be suitable to the subject matter of each Image and the reproduction technology and uses for which the Image is licensed. It is Client's responsibility to verify that the digital data (including color profile, if provided) are suitable for reproduction of the expected quality and color accuracy, and that all necessary steps are taken to ensure correct reproduction. If the data are not deemed suitable, Producer's sole obligation will be to replace or repair the data, but in no event will Producer be liable for poor reproduction quality, delays, or consequential damages. Unless otherwise specifically provided elsewhere in this document, Producer has no obligation to retain or archive any of the Images after they have been delivered to Client. Client is responsible for sending an authorized representative to the assignment or for having an authorized representative review the images remotely during the assignment. If no review is made during the assignment, Client is obligated to accept Producer's judgment as to the acceptability of the Images. 3. Furnishing Materials, Services, and Releases A. Client: Client shall supply dates, locations, subject matter, clearances, and times for capture. Client will supply track or musical composition(s) and rights clearances unless otherwise specified. Client shall reimburse Producer for the costs associated with shipping deliverable media by Producer including shipping and handling and storage media. B. Producer: Producer shall deliver the completed project media(s) pursuant to this Agreement. 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. 4. Changes in Specifications: If at any time, Client desires to make any changes or variations from 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, Producer agrees to notify the Client of the amount before any such additional costs are incurred and Producer shall proceed only after receiving approval (written or oral) from Authorized Representative, approval by Client shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment. 5. Rights: All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of Producer. Unless otherwise specifically provided elsewhere in writing, any grant of rights is limited to usage in print (conventional non-electronic and non-digital) and online (digital or electronic) media in all markets for promotional use only in perpetuity. Unless otherwise specifically provided elsewhere in writing, no image licensed for promotional use may be used for broadcast or paid advertising purposes without the express permission of Producer and the payment of additional fees. No rights are transferred to Client unless and until Producer has received payment in full. The parties agree that any usage of any Image without the prior permission of Producer will be invoiced at three times Producer's customary fee for such usage. Client agrees to provide Producer with three copies of each published use of each Image not later than 60 days after the date of first publication of each use. If any Image is being published only in an electronic medium, Client agrees to Provide Producer with an electronic tearsheet, such as a PDF facsimile or URL of the published use of each such photograph, within fifteen (15) days after the date of first publication of each use. This prohibition includes any rights or privileges that may be claimed under §201(c) of the Copyright Act of 1976 or any similar provision of any applicable law. Digital files may contain copyright and other information embedded in the header of the image file or elsewhere; removing and/or altering such information is strictly prohibited and constitutes violation of the Copyright Act. All fees and expenses payable under this agreement are required irrespective of whether Client makes actual use of the Images or the licenses to use them. Unless specifically provided elsewhere in this document, no reprographic, reprint, republication or other secondary reproduction usages may be made. 6. 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. 7. 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. 8. 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. 9. Client Warranties: Contracting Client represents and warrants: A. Client shall pay Producer within 30 days of final delivery. All talent union contracting forms (e.g. “Exhibit A’s”) and the filing thereof with various union offices, in connection with such talent, is the direct responsibility of the Client. B. Client shall reimburse Producer for all expenses of production after Producer has submitted invoices. 10. Delivery of Materials: Delivery of the Specified Media(s) shall mean delivery of the media(s) created by Producer to Client. 11. Payment: Client understands that the specified terms of payment under this Agreement are based upon timely cash payments within 30 days of billing. 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 +2% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly. Ownership of the media does not transfer until full payment is made to Producer. Payment schedule is set as follows: 50 percent of total estimate to be delivered at estimate approval; remaining payment and fees, including expense reimbursements and other costs incurred not specified, will be billed upon delivery of final product. 12. Indemnification: Client will indemnify and defend Producer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of any Images or arising out of use of or relating to any materials furnished by Client. Unless delivered to Client by Producer, no model or property release exists, and it is Client's responsibility to obtain the necessary permissions for usages that require any model or property releases not delivered by Producer. It is Client's sole responsibility to determine whether any model or property releases delivered by Producer are suitable for Client's purposes. Producer's liability for all claims shall not exceed in any event the total amount paid under this invoice. 13. 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. 14. Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it. This agreement binds Client and inures to the benefit of Producer, as well as their respective principals, employees, agents, and affiliates, heirs, legal representatives, successors, and assigns. Client and its principals, employees, agents, and affiliates are jointly and severally liable for the performance of all payments and other obligations hereunder. No amendment or waiver of any terms is binding unless set forth in writing and signed by the parties. However, the invoice may reflect, and Client is bound by, Client's oral authorizations for additional Images, fees and expenses that could not be confirmed in writing because of insufficient time or other practical considerations. This agreement incorporates by reference the Copyright Act of 1976, as amended. It also incorporates by reference those provisions of Article 2 of the Uniform Commercial Code that do not conflict with any specific provisions of this agreement; to the extent that any provision of this agreement may be in direct, indirect, or partial conflict with any provision of the Uniform Commercial Code, the terms of this agreement shall prevail. To the maximum extent permitted by law, the parties intend that this agreement shall not be governed by or subject to the UCITA of any state. Producer is an independent contractor and not an employee. If Producer is deemed under any law to be an employee of Client, and if the Images are therefore considered works made for hire under the U.S. Copyright Act, Client hereby transfers the copyright to all such Images to Producer. Client agrees to execute any documents reasonably requested by Producer to accomplish, expedite or implement such transfer. 15. Insurance: Client will 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 will 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. 16. Contingency and Weather: A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of Producer. These circumstances may include but should not be limited to: A. Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client). B. Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products). C. “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). D. “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day. 
Producer recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices. Producer will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment). 17. 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 Producer blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then Producer makes no further efforts to sell the time. If the job is cancelled 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 Producer’s only source of income. A. If notice of cancellation/postponement is given to the Producer ONE TO TEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to Producer for: 1. All out-of‐pocket costs; 2. Full director’s fee as bid; and 3. Full production fee on the job as bid. B. If notice of cancellation/postponement is given ELEVEN TO FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to Producer for: 1. All out‐of‐pocket costs; 2. Not less than 50% of director’s fee as bid; and 3. Not less than 50% of production fee on the job as bid. C. If notice of cancellation/postponement is given MORE THAN FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to Producer for: 1. All out‐of‐pocket costs; 2. Not less than 25% of the director’s fee as bid; and 3. Not less than 25% of the production fee on the job as bid. 18. Reshoots: Client will be charged 100 percent fee and expenses for any reshoot required by Client. For any reshoot required because of any reason outside the control of Client, specifically including but not limited to acts of God, nature, war, terrorism, civil disturbance or the fault of a third party, Photographer will charge no additional fee, and Client will pay all expenses. If Photographer charges for special contingency insurance and is paid in full for the shoot, Client will not be charged for any expenses covered by insurance. A list of exclusions from such insurance will be provided on request. 19. Publicity Guidelines: Until notified in writing by Client, Producer has a revocable license to use finished media(s) for promotional purposes. 20. Dispute Resolution: Except as provided in [21] below, any dispute regarding this agreement shall, at Producer's sole discretion, either: A. be arbitrated in Producer's City, Producer's State, under rules of the American Arbitration Association and the laws of Producer's State; provided, however, that irrespective of any specific provision in the rules of the American Arbitration Association, the parties are not required to use the services of arbitrators participating in the American Arbitration Association or to pay the arbitrators in accordance with the fee schedules specified in those rules. Judgment on the arbitration award may be entered in any court having jurisdiction. Any dispute involving $5,000 or less may be submitted without arbitration to any court having jurisdiction thereof, or B. be adjudicated in Producer's City, Producer's State under the laws of the United States and/or of Producer's State. In the event of a dispute, Client shall pay all court costs, Producer's reasonable legal fees, and expenses, and legal interest on any award or judgment in favor of Producer. 21. Federal Jurisdiction: Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Producer under the Copyrights Act of 1976, as amended, including subsidiary and related claims. 22. No Waiver: Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights. 23. 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. 24. Equal Opportunity: In connection with its performance hereunder, Producer 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 federal, state or local law. 25. Applicable Law: This Agreement shall be interpreted and governed by the local laws of the jurisdiction where Producer office authorizing this Agreement is located as set forth on Page 1 of this Agreement. Client hereby expressly consents to the jurisdiction of the Federal courts with respect to claims by Producer under the Copyright Act of 1976, as amended, including subsidiary and related claims. 26. Model Release: The acceptance of this agreement by Client constitutes a commercial model release by Client to Producer. Producer will have the right to make reproductions, including but not limited to website, portfolio samples, self-promotion, magazine editorial use, advertisement, marketing and professional competition without further release. Client waives the right of tort of invasion of privacy due to any reproductions. 27. Permission to Photograph: Client is responsible for providing all necessary permits, permissions and fees necessary for the assignment. Client agrees to accept the technical results of limitations on Producer placed by the location or venue.