SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

_____________________________________________________

(“THE CONTRACTOR”)

AND

DANIEL AND CAROLINA LEANOS_____________________

(“THE CLIENT”)

THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Contractor and the Client (Contractor and Client collectively referred to herein as the “Parties” or individually as the “Party”) and includes that party’s successors and assigns.

WHEREAS:

• The Contractor is a production company.
• The Client is desirous of procuring the Contractor’s services.
• The Contractor has the necessary skills, expertise, personnel, and equipment to provide the services at the Contract Sum (a term defined below) and to the standards stated in this agreement.
• The Client now wishes to enter into this agreement with the Contractor, compensating it for its services.

Parties agree to the following terms and conditions and to be bound thereby:

1. DEFINITIONS AND INTERPRETATIONS
2. In this Agreement:
3. “Agreement” means this agreement, its Schedules, Exhibits, and other documents (save as may otherwise be varied by this agreement);
4. “Contract Sum” means the sum payable to the Contractor for the services rendered;
5. “Intellectual Property” means the copyright, know-how, the trade names, and any marks, trade device, service mark, symbol, code or specification, patents, designs, and other individual or intellectual property rights used in or associated with any of the Parties;
6. “Services” means the production services offered by the Contractor to the Client. Specifically, a videography session for a gender reveal on the event day comprising of a 60-second video of the client celebrating the coming of their child, an aerial videographer and ground videographer; and
7. “Event day” means July 31^st.
8. In this agreement, unless the context otherwise requires, any reference to any agreement or other document includes that agreement or other form as varied or replaced by the Parties in writing from time to time;
9. Clause headings are inserted for convenience only and shall be ignored in construing this agreement.

• application of terms
  • Save as may otherwise be provided in this agreement, the terms and conditions set out in this agreement are the only terms on which the parties are prepared to deal with each other
  • If any ambiguity is found in the agreement or various documents forming this agreement, the parties shall issue any necessary clarification or instruction.
  • All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the parties append their signatures on the documents.
  • The parties will exercise utmost good faith in this agreement.

• COMMENCEMENT AND DURATION

This agreement shall come into force upon execution by both parties and shall remain in force for twelve (12) months.

• contract sum

The parties will agree in writing on the contract sum. The Client will pay the Contractor a deposit of 50% of the contract sum before commencement of the services and the balance shall be paid on the event day.

• OBLIGATIONS OF THE PARTIES

The Client shall:

•  Pay any amount due under this agreement when it falls due.
• Provide the Contractor will a condusive work environment which includes but is not limited to access to the premises before, on and after the event day.

The Contractor shall:

•  Discharge their services to the standards stated in this agreement and in practice.
• Discharge their services promptly. In particular, release content to the Client two (2) weeks after production.
• Keep the Client reasonably updated on relevant information.
• Acquire all relevant resources to preform the services e.g licenses, storage
• Give the Client at least ten (10) working days’ notice before visiting their premises otherwise than on the event day.

• LIABILITY OF THE PARTIES
  • A party shall be compensated for damages caused by the other party.
  • No Party shall be held liable for any damages, where:

the damage has been occasioned by the other party, their representatives, employees, or agents; and

the damage has been caused by an event beyond the control of the party e.g force majeure or accidents.

• INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of independent Contractor. Accordingly, the parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.

• INTELLECTUAL PROPERTY

Any designs, ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks belonging to the Contractor during the subsistence of this agreement are the exclusive property of the Contractor. Specifically, all raw footage is the Contractor’s property and only the final edit will be released to the Client.

• PROHIBITION ON TRANSFER

A Party shall not sell, transfer, or assign their interests without the other party’s written consent. This consent shall not be unreasonably withheld.

1. DISPUTE RESOLUTION

If any dispute arises between the Parties related to this agreement, it shall be resolved by Negotiation. Parties shall act in good faith to resolve the dispute. Nothing in this agreement shall be construed as limiting the Court’s jurisdiction.

1. TERMINATION
2. Either party may terminate this agreement at any time upon breach of the contract by the other party.
3. Either party may terminate this agreement upon giving the other party no less than 30 days’ notice in writing
4. Either party may terminate this agreement at any time if both parties agree to the termination.
5. The termination of this agreement shall not discharge the liabilities accumulated by either party.
6. Any Clauses intended by the parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

1. changes to the agreement

Either party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all parties, and recorded.

1. Force Majeure
2. For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.
3. A Party’s failure to fulfill its obligations due to Force Majeure, shall not be considered as a breach of this agreement, provided that the affected party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

1. CONFIDENTIALITY

The Client shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this agreement or any additional information of any nature whatsoever concerning the Contractor, whether such information or matter is stated to be confidential or not, without the express written permission of the Contractor.

1. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce this agreement.

1. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

1. NOTICES
2. All notices shall be in writing.
3. Parties shall be served through the following addresses (including email).

THE CONTRACTOR: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

THE CLIENT: ___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

___________________________________________

1. CHANGE OF ADDRESS

Either party may provide changes in the above addressees by reasonable notice in writing given to the other party as aforesaid.

1. COSTS

Each party shall bear its costs incurred in the negotiation, preparation, and execution of this agreement.

• GOVERNING LAW

The construction, validity, and performance of this agreement shall be governed in all respects by the California State Laws. 

IN WITNESS WHEREOF, each of the Parties has executed this agreement, both Parties by their duly authorized officer, as of the day and year set forth below.

Signed by the duly authorized representative of the CONTRACTOR Signature: Name: Designation: Date:………………………………………

Signed by the duly authorized representative of the CLIENT Signature: Name: Designation: Date:…………………………………………….…………