August 29, 2023





THIS AGREEMENT is made on the ………… of………….20……., (hereinafter, “Effective
Date”) entered into by the Company of
_____________________________________________________address, and the Contractor of
Company and Contractor collectively referred to as the “Parties” or individually as the “Party”) and
includes that Party’s successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and valuable
consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and
conditions and to be bound thereby:

    The Contractor (a 501 C3 Non-profit organization), shall provide film production services to the
    Company, specifically the Silicon Valley Asian American Documentary Film (hereinafter “the Project”).
    The Contractor shall perform preproduction, production, post-production, completion of Ken Fong and Ta
    Lai Hsu segment, and produce a 3–4-minute trailer. The total time for Ken Fong and Ta Lai Hsu’s
    segments shall be approximately 30 min. The Contractor shall use reasonable good faith efforts in
    providing the services, perform the services to their best of their abilities and per industry standards.
    Production time frame
     Starts November 2022
     Trailer completion in December 2022
     Completion of both segments, approximately 3-4 months on February or March 2023

 Production starting date
 November 1: Lockdown crew and dates, prepare for production, logistics, locations, equipment,
and transportation.
 Scheduled interview film shoot: 4-5 days for each segment, a total of 8-10 days for two segments.
Other film shoots days: location B-roll coverage film shoot 3 days.
 4 days for Ken Fong – Mid-November.
 4 days for Ta Lai Hsu – End November or Early December.
 Post Editing starts immediately after mid-November. Trailer expected to finish mid- December.
 Film completion of first draft cut in February or March.
 After draft cut, suggestions for change, the editor will complete an updated second cut version if

    The Company shall pay the Contractor’s production cost in Ken Fong and Ta Lai Hsu’s segments as part
    of the Project.
     BUDGET- $________ USD (Previous payment $___________USD paid to Himalaya
    Entertainment will be applied to the total.)
     TOTAL PAYMENT – $___________USD
    The relationship of the parties hereto is that of an 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. The Company is not required to pay or make any contributions to
    any social security, local, state, or federal tax, unemployment compensation, workers compensation,
    insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the
    term. The Contractor is responsible for paying and complying with reporting requirements for all local,
    state, and federal taxes related to payments made to the Contractor under this agreement; upon demand,
    Contractor shall provide Company with proof that such payments have been made. The Contractor hereby
    agrees that it will not represent to any third party that its engagement by the Company is in any capacity
    other than as an independent contractor.
     Fulfillment of the parties’ obligations herein shall constitute termination of this agreement.
     Parties may terminate this agreement for material breach of this agreement after serving a written
    notice of no less than 30 days. Material breach means a breach by either Party of any of its
    obligations under this Agreement which has or is likely to have an adverse effect on the Project
    and which such Party shall have failed to cure. If a Party wishes to terminate the contract with
    less than this stated period, the other Party reserves the right to charge costs that they have
    already paid in advance or incurred.
     The termination of this agreement shall not discharge the liabilities accumulated by either Party.
     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.
    Contractor acknowledges that it will be necessary for Company to disclose certain confidential and
    proprietary information to Contractor for Contractor to perform duties under this Agreement. All non-
    public, confidential or proprietary information of the Company, disclosed by the Company to the
    Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or
    media, and whether or not marked, designated or otherwise identified as “confidential” in connection with
    this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed
    or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the
    Contractor shall promptly return all documents and other confidential materials received from the
    Company. This Section does not apply to information that is: (a) in the public domain; (b) known to the
    Contractor at the time of disclosure, or (c) rightfully obtained by the Contractor on a non-confidential
    basis from a third party. Contractor acknowledges that any breach or threatened breach of this Section
    will result in irreparable harm to Company for which damages would be an inadequate remedy.
    Therefore, Company shall be entitled to equitable relief, including an injunction, in the event of such
    breach or threatened breach. Such equitable relief shall be in addition to Company’s rights and remedies
    otherwise available at law.
    Either Contractor or Company may assign rights and may delegate duties under this Agreement.
    Contractor may not assign or subcontract any rights or delegate any of its duties under this Agreement
    without Company’s prior written approval.
    Parties agree to settle disputes under this Agreement through (select one)
    ☐Negotiation ☐Mediation ☐Arbitration ☐Litigation.
    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. A Party’s failure
to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement,
provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures,
and minimal delay all to carry out the terms of this Agreement.

    Neither party shall be held to a higher standard than the other party in the interpretation or enforcement of
    this Contract as a whole or any portion hereof based on drafting responsibility.
    Either Party may request changes to the agreement, but they will only be effective if agreed in writing,
    and signed by all Parties. If any ambiguity is found in the agreement or various documents forming this
    agreement, the Parties shall issue any necessary clarification or instruction.
    A waiver by one Party of any right or benefit provided in this Agreement does not infer or permit a
    further waiver of that right or benefit, nor does it infer or permit a waiver of any other right or benefit
    provided in this Agreement.
    The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it
    shall not affect the validity or enforceability of any other provision.
    This agreement may be executed in any number of counterparts, each of which shall be deemed to be an
    original and all of which taken together shall constitute one instrument.
    This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written
    agreements or understandings between the Parties concerning the subject matter of this agreement. 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
    The article and section headings in this agreement are for convenience; they form in no part of this
    agreement and shall not affect its interpretation.
    All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,
    singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of
    the masculine gender shall mean and include corresponding neuter words or words of the feminine
    gender, and words in the singular shall mean and include the plural and vice versa.
    Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be
    in writing and shall be deemed duly given:
    (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
    (ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
    business day after the date postmarked, or
    (iii) sent by email.
    at the above-mentioned addresses or such changed address as the Party shall have specified by written
    notice, provided that any notice of change of address shall be effective only upon actual receipt. Any

notice delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient,
and the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed
by the recipient.

    This Agreement shall be governed in all respects by the laws of California, and its Courts without regard
    to its conflict of law provisions.
    IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set
    forth below.
    Signed by the duly authorized representative of
    the COMPANY

Signature: ………………………………………
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….

Signed by the duly authorized representative of

Signature: ……………………………………
Name: …………………………………………
Designation: ……………………………………
Date: …………………………………………….

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