VIDEO PRODUCTION AGREEMENT
Production Agreement
This Agreement is made as of this date, ____________________, between
Contracting Client ("Client"), and ____________________ Production Company ("Producer").
Producer hereby agrees to produce and deliver to Client the production of the below referenced
media(s) (“Specified Media(s)”), subject to and in accordance with all terms, conditions, and
specifications set forth herein. Producer responsibilities for furnishing media are detailed in attached
Addendum A Production Specifications and Bid Estimate Form.
PROJECT
Producer and Client agree to the below project summary, project contract price and the more
detailed production outline of Addendum A Production Specifications and Bid Estimate Form.
Project Title Max Length Media Type Sound Design
(S or M) (35mm, digital, anim, (Yes/No)
etc)
____________________ ____________________ ____________________ ____________________
____________________ ____________________ ____________________ ____________________
____________________ ____________________ ____________________ ____________________
*Project does not include subcontracting a third party editor or post producer.
Project Scope and Description: ____________________
Total Project Cost: $ ____________________.
Contingency Day Cost: $ ____________________.
Due upon signing of contract: % ____________________ $ ____________________.
Due upon approval of storyboard & scripts: % ____________________ $
____________________.
Due upon final completion and delivery of all media: % ____________________ $
____________________. Client shall have three opportunities to request edits or changes prior to
final completion and delivery of all media
Project Date Start: ____________________
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Project Date End: ____________________
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 bid estimate.
1. FURNISHING MATERIALS, SERVICES, & RELEASES
A. Client: Client shall supply scripts, storyboards, product props, production notes, music, celebrity
talent, creative guidance/supervision, and related clearances, unless otherwise noted in the
Addendum A Production Specifications and Bid Estimate Form. Producer is not responsible for
Editorial/Post Production subcontract. Client will supply track or musical composition(s) and rights
clearances unless otherwise specified. 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 in Addendum A.
2. 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.
3. OWNERSHIP
Except as otherwise provided herein, Client 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. Client grants Producer an exclusive, worldwide,
sublicenseable, transferable, royalty free license to all media clips produced during the course of the
contracted work.
4. 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
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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.
5. 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.
6. 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.
7. CLIENT WARRANTIES
Contracting Client represents and warrants:
A. Client shall pay Producer within 30 days of deliverables noted in Paragraph 1 of this Agreement.
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.
8. DELIVERY OF MATERIALS
Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by
Producer to Client.
9. PAYMENT
Client understands that the specified terms of payment under this Agreement are based upon timely
cash payments within 30 days. 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.
10. INDEMNIFICATION
Producer agrees to indemnify, defend, and hold harmless Client and its officers, employees, agents
and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising
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out of the breach of any obligation, warranty or representation of Producer in this Agreement.
Contracting 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 of Contracting
Client in this Agreement.
11. 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.
12. ASSIGNMENT
This Agreement may not be assigned by either party without the written consent of the other.
13. 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. Producer 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 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.
14. 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).
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(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.
C. The Production Company recognizes its obligation to minimize contingency day liabilities and
will apply accepted industry cancellation practices.
D. 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).
15. 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: Film or Digital Video Production:
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 the Production
Company 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 com- mencement 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 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 the Production Company 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.
Cancellation and Postponement: CGI or Animation Production: A. If notice of
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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.
B. 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.
C. 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.
16. 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.
17. DISPUTE RESOLUTION
The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection
with the legal proceedings.
18. ENTIRE AGREEMENT AND MODIFICATION
This Agreement and any Addenda attached hereto shall constitute the entire agreement between
Producer and Client. Any amendment hereto must be in writing and signed by each party. 19.
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.
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20. NO WAIVER
Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those
rights.
21. 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.
22. 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.
23. 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
Agreed and signed:
Client:
____________________ Name/Title
____________________ Client Company
_________________________________ Signature
____________________ Date
Client Address: ____________________
Production Company:
____________________ Name/Title
____________________ Producer Company
_________________________________ Signature
____________________ Date
Producer Address: ____________________
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