This Agreement is part of any agreement(s) for any proposals, quotes, , RFP’s and RFQ’s made by Marant Media Group, Marant Media, Marant Media Group Productions, Referred to as the “Production Company” to any of its clients, customers or partners.

The Production Company hereby agrees to produce and deliver to Client the production as specified in the Production Company’s Proposal, Quote, RFP or RFQ and is subject to and in accordance with all terms, conditions, and specifications set forth herein.

QUALITY
It is the essence of this Agreement that all completed media and services supplied by Production Company shall be of applicable production standards as described in the Proposal, Quote, RFP or RFQ. Production Company agrees that the scope of work will be limited to as agreed upon services in the Proposal, Quote, RFP or RFQ.

  1. FURNISHING MATERIALS, SERVICES, & RELEASES
    1.1. Client: Client shall supply scripts, storyboards, product props, production notes, music, graphic assets, sketches and celebrity talent, creative guidance/supervision, and related clearances, unless otherwise noted. Production Company is not responsible for Editorial/Post Production subcontract. Client will supply track or musical composition(s) and rights clearances unless otherwise specified that Production Company will provide a Royalty free music track(s).

1.2. Production Company: Production Company shall deliver the completed project video(s) pursuant to this Agreement and the requirements. Production Company shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Production company in connection with the Specified Video(s) to the extent permissible by applicable union or guild agreements. Production Company shall supply everything else required for the delivery of the Specified Video(s) unless exceptions are so noted.

  1. CHANGES IN SPECIFICATIONS
    If at any time, Client desires to make any changes or variations from the original scope of work requested or script(s) or storyboard(s) in the Specified video(s) or from any material or work in progress, and such changes result in additional costs to Production Company, Production Company agrees to notify the Client of the amount before any such additional costs are incurred and Production Company shall proceed only after receiving approval (written, email 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 the Proposal, Quote, RFP or RFQ Agreement for final payment.
  2. OWNERSHIP
    Except as otherwise provided herein, Client owns all rights, title and interest in and to the finished edited video(s) which are the subject of this Agreement, excluding all copyrights therein as well as in and to all the exposed negatives, positives, out-takes and clips. Client grants Production Company an exclusive, worldwide, sub-license that is, transferable, royalty free license to all video clips produced during the course of the contracted work to use for marketing, sales and as an example of our work.
  3. SECURITY/CONFIDENTIALITY
    Production Company understands that some information for said media(s) may be of a confidential and/or sensitive nature. Production Company 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 Production Company, its employees and sub-contractors to produce media(s) in the usual and customary manner under this Agreement.
  4. INDEPENDENT CONTRACTOR
    It is understood that Production Company status under this Agreement is that of an independent contractor and that all persons engaged by Production Company in performing its obligations shall not be deemed employees of Client.
  5. PRODUCER WARRANTIES
    Production Comoany represents and warrants:

6.1. That Production Company has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable laws, ordinances and regulations and with all applicable union agreements to which Production Company is a signatory.

6.2. That Production Company 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 Production Company.

  1. CLIENT WARRANTIES
    Contracting Client represents and warrants:

7.1. Client shall pay Production Companyas noted in Paragraph 1 of this Agreement. All talent contracting forms and the filing thereof with various union offices, in connection with such talent, is the direct responsibility of the Client.

  1. DELIVERY OF MATERIALS
    Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by Production Company to Client.
  2. PAYMENT
    Client understands that the specified terms of payment under this Agreement are based upon timely payments of a 50% Deposit to book the Production Company and balance of payment will be paid before any and all medias are delivered to the Client. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the Production Company’s discretion, as additional consideration, an amount equal to the current prime rate [+2%] on unpaid amounts until paid, compounded monthly. Ownership of the media does not transfer until full payment is made to Production Company.
  3. INDEMNIFICATION
    Production Company agrees to indemnify, defend, and hold harmless Client and its officers, employees, contractors, 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 of Production Company in this Agreement.

Contracting Client agrees to indemnify, defend, and hold harmless Production Company and its officers, contractors, 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 of Contracting Client in this Agreement.

  1. 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 Production Company’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless Production Company from payment of any such taxes.
  2. ASSIGNMENT
    This Agreement may not be assigned by either party without the written consent of the other.
  3. INSURANCE COVERAGE
    (3) Client shall obtain, pay for and maintain Professional Liability (Errors and Omissions Liability) insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. Production Company will be notified in writing prior to signing this Agreement. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Production Company and name Production Company 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 Production Company and it’s employees, contractors, agents and director for any and all claims, demands, actions including defense costs and Lawyer’s fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Production Company’s coverage.
  4. CONTINGENCY AND WEATHER DAYS
    14.1. 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.

14.2. 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).

(4) “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.

14.3. The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.

14.4. The Production Company 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).

  1. 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.

Cancellation and Postponement: Animation, Film or Digital Video Production:

  1. If notice of cancellation/postponement is given to the Production Company ONE TO TEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out-of-pocket costs; (2) 65% of the project’s fee as bid or quote.

  1. 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 the Production Company for:

(1) All out-of-pocket costs; (2) Not less than 50% of project’s fee as bid or quote.

  1. 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 the Production Company for:

(1) All out-of-pocket costs; (2) Not less than 25% of the Production Company’s fee as bid or quote

Cancellation and Postponement: CGI or Animation Production:

  1. If notice of cancellation/postponement is given MORE THAN HALFWAY THROUGH the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for the full cost of the job as a bid.
  2. If notice of cancellation/postponement is given IN THE SECOND QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, 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.

(2) Full creative fees as bid.

(3) Full production fee on the job as bid.

  1. If notice of cancellation/postponement is given IN THE FIRST QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, 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.

(2) Not less than 50% of creative fees as bid.

(3) Not less than 50% of the production fee on the job as bid.

  1. PUBLICITY GUIDELINES
    Until notified in writing by Client, Production Company its agents and Director each have a revocable license to use finished media(s) for promotional purposes.
  2. DISPUTE RESOLUTION
    The prevailing party in any legal action shall be entitled to Lawyer’s fees and costs in connection with the legal proceedings.
  3. ENTIRE AGREEMENT AND MODIFICATION
    This Agreement and any Addenda attached hereto shall constitute the entire agreement between Production Company and Client. Any amendment hereto must be in writing and signed by each party.
  4. CAPTIONS
    The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.
  5. NO WAIVER
    Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.
  6. 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.
  7. EQUAL OPPORTUNITY
    In connection with its performance hereunder, Production Company 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 law.
  8. APPLICABLE LAW
    This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office or primary address authorizing this Agreement is located.