SCHEDULE

1.       Services	The Producer will provide to the Client the following Services: Describe details of the job
2.       Production Date	XX Month 2022
3.       Production Location	On location: Client Address or; In Studio: 19/20-28 Maddox Street, Alexandria, NSW 2015
4.       Description of Deliverables:
5.       Fees	The Client will pay to the Producer the following Total Fee: $XX,XXX + GST  Including a Non-refundable Deposit (25% Total Fee): $X,XXX   The Client will pay the Fees as follows: 1.       25% Deposit: Prior to Production Date 2.       Remaining balance: Upon completion and acceptance of final assets   Cancellation Fee (50% of Production Day Fee): $X,XXX + GST is payable by the Client if the Client cancels the Services less than 5 days prior to the Production Date
6.       Expenses	The Client will be responsible for payment of the following expenses incurred by the Producer:  –          Any On-site Parking Fees
7.       Licence	The Producer grants the Client an
8.       Uses	The Client is permitted to use the Works in the following manner: Commercial Use via: Website, social media, and print marketing media.
9.       Term
10.    Territory	Australia
11.    Credit
12.    Client to provide	Venue, props, hair/makeup (if required), electrical connection.

DETAILED TERMS AND CONDITIONS

1. Content of this Agreement

The parties acknowledge that the content of their agreement in relation to the Producer’s provision of Services to the Client incorporates:

1. the Schedule set out above (“the Schedule”);
2. any detailed Brief annexed to this Agreement; and
3. the terms as set out below,

collectively “this Agreement”.

2. Engagement and Services

The Client agrees to engage the Producer and the Producer agrees to accept the Client’s engagement to:

1. provide the Services to the Client; and
2. upon receipt of full payment of the Fees and the Expenses, grant to the Client the License for the Term and for the Uses in the Territory.

 

3. Fees

In payment for the Services, the Client will pay to the Producer the Fees (plus GST if applicable).

4. Payment Terms
   • The Producer will invoice the Client for the Fees and Expenses in line with the provisions of Item 5 and Item 6 of the Schedule.
   • All invoices are payable within 7 days of invoice date. Payment is to be made by electronic funds transfer into the Nominated Account.
   • If the Client fails to pay the Fees and Expenses in accordance with this Agreement and any invoice remains overdue after 7 days from the due date, the Producer reserves the right to charge interest at the rate of
   • If any amounts remain outstanding for more than 60 days, the Producer may refer the matter to a debt collection agency or solicitor and the Client will be liable to pay any costs the Producer incurs or becomes liable to pay for the collection of such unpaid amounts, including but not limited to debt collection fees, charges and commissions and legal fees and costs on a full indemnity basis.

 

5. Use of Sub-Producers
   • The Client agrees that the Producer may use Sub-Producers to assist the Producer in delivering the Services to the Client.
   • Should the Producer use any Sub-Producers, the Producer will remain the head Producer and will remain responsible for the delivery of the Services in accordance with this Agreement.

 

6. Intellectual Property
   • All Intellectual Property created by the Producer during this engagement (including but not limited to the delivered assets, digital or electronic material, negatives (and the digital equivalents) and prints of or relating to the delivered assets, collectively the “Works”) will be the exclusive and sole property of the Producer.
   • The raw footage is not provided to The Customer unless agreed otherwise in writing. The Premiere Pro timelines, After Effects, Photoshop, Final Cut, Audition are Wave Particle’s intellectual property and are not supplied.

 

7. Rights in the Works granted to the Client
   • In consideration of the full payment of the Fees and Expenses by the Client, the Producer grants to the Client the Licence to use the Works for the Uses during the Term and throughout the Territory. The Licence granted is not effective until both parties have signed this Agreement and the Producer has received the Client’s payment of Fees and Expenses in full and in cleared funds.
   • The Producer expressly reserves all other rights subsisting in the Works not specifically granted in this Agreement.

 

8. Work Standards and No Warranty
   • The Producer will deliver the Works/Services in a professional manner, in good faith and with all requisite care and skill to meet its measurable deliverables and will work with the Client until they are met. The Producer does not make any warranty or guarantee as to the Client’s satisfaction with the Works. Every reasonable effort will be made by the Producer to deliver the Works requested by the Client.

 

9. Delivery and release

The Producer retains the right of discretion in selecting the Photographs/Footage released to the Client. Images determined by the Producer to be sub-standard or duplicated will be deleted. The Producer will use professional judgment and sole discretion to select the Photographs/Footage for release and such selection is the only material that will be made available to the Client.

 

10. Storage and archiving of the Works

Unless otherwise agreed in writing, the Producer is not responsible for the storage or archiving the Works on the Client’s behalf. It is the Client’s sole responsibility to ensure the safe and secure storage of the Works once they have been provided to the Client by the Producer. The Producer will be under no obligation to reproduce or replace Works lost due to the Client’s failure to do so.

11. Client Responsibilities, Warranty and Indemnity
    • It is the Client’s responsibility to provide the items set out in Item 12 of the Schedule.
    • The Client warrants to the Producer that:
12. It has capacity to enter into this Agreement; and
13. It has obtained all appropriate releases and clearances in relation to the subject matter to be photographed/filmed; and
14. It will only use the Works as permitted under this Agreement.
    • The Client agrees to indemnify, hold harmless and defend the Producer against any and all third-party claims, losses, injuries, damage or liabilities (including reasonable legal costs) arising out of or in connection to a breach of the Client warranties given above.
    • The Client further agrees to indemnify the Producer for the costs of any repairs or replacements (at market value) to the Producer’s equipment caused by the Client or a person under the Client’s control.

 

12. Promotion

 

• Producer reserves the right to use Works which have been publicly published by the Client during the Term and within the Territory for the purposes of promoting and marketing the Producer’s business in digital and print form.

 

13. Termination
    • Either party may terminate this Agreement:
14. on 14 days’ written notice to the other party;
15. by agreement of the parties; or
16. as otherwise set out in this Agreement.
    • The Producer may terminate this Agreement:
17. immediately on written notice to the Client, if the Client engages in conduct which the Producer reasonably considers to be illegal, immoral, unfair or deceptive, or which may otherwise jeopardise the Producer’s name, reputation or business;
18. on expiry of notice given, if the Client breaches a term of this Agreement and fails to remedy the breach within 14 days after having received notice in writing of the breach; or
19. immediately on written notice to the Client, if an Insolvency Event occurs in relation to the Client.

 

14. Consequences of Termination
    • If this Agreement is terminated, all rights and obligations accrued up to the date of the termination (including, in particular, the Client’s obligation to pay Fees and Expenses including the Cancellation Fee if applicable) are not affected.
    • Any and all rights in the Works that may have been transferred to the Client immediately revert to the Producer.

 

15. Force Majeure

The Producer will not be liable to the Client for any loss caused by any failure to observe the terms and conditions of this Agreement, where such failure is occasioned by causes beyond its reasonable control including, but not limited to, by fire, flood, other extreme weather event or natural disaster, riot, strike, act of war, terrorist attack, nuclear event, pandemic, epidemic, widespread contagion, quarantine restriction, critical infrastructure failure, severe disruption to virtual infrastructure, restriction or prohibition or any other action by any government or semi government authority, or major injury or illness of key personnel.

 

16. Acceptance

The Client will be taken to have accepted the offer contained in this Agreement:

1. on receipt by the Producer of the Deposit; or
2. on written acceptance of this Agreement (including via email); or
3. on signing this Agreement,

whichever occurs first. The Producer will not be under any obligation to commence delivery of the Services unless or until acceptance of this Agreement is provided by the Client in the form requested by the Producer.