Director of Photography

Work for Hire - Director of Photography / Videographer / Camera Operator

  1. SUBJECT OF THE AGREEMENT. Client has provided Videographer with instructions for a video (“Video”) to be filmed by the Videographer. The Parties have agreed that Videographer will film the Video. The “Video” includes deliverables (See List). This is a material condition for the Client to enter into this Agreement. List of deliverables to be agreed upon prior to starting work.

  2. SCHEDULE AND SERVICES TO BE PROVIDED BY VIDEOGRAPHER. Videographer will begin shooting the Videos on a date to be agreed upon; and deliver its footage of the Videos on a date to be agreed upon. Client is entitled to all raw footage obtained by Videographer. Any delay in shooting days or cancelation days will delay Final Delivery. If Client changes the final delivery date for any reason, additional costs will be incurred that are to be determined by Videographer. The Videographer will deliver final files by a date to be agreed upon.

  3. FEES AND PAYMENT TERMS. The estimate is based on the instructions provided by Client to Videographer. The estimate includes, but is not limited to, expenses for the following items: all post-production costs, equipment, transportation, location, as well as usage as defined in Article 4 below.

3.1. In accepting the estimate, and in consideration of Videographer’s services in connection with the Video, Client is hereby agreeing to pay Videographer 100% upon receipt of the respective invoice(s) and according to the terms therein. 

3.2. If Client cancels the production of the Video according to Article 6 below, Client shall pay to Videographer any costs reasonably incurred by Videographer prior to the cancellation of the Video provided Videographer provides Client proof of such costs (e.g. invoices, etc.).

3.3. 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 Videographer, Videographer agrees to notify the Client of the amount before any such additional costs are incurred and Videographer 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.

  1. INTELLECTUAL PROPERTY RIGHTS. Client shall own the final Video and all footage that the videographer films. Client shall ensure all proper likeness rights are obtained from anyone in the Video. Videographer retains the right to use the Video for promotional purposes. 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. Client grants Videographer an exclusive, worldwide, sub-licenseable, transferable, royalty free license to all media clips produced during the course of the contracted work as it relates to Videographer’s promotional use.

  2. INDEPENDENT CONTRACTOR. It is understood that Videographer’s status under this Agreement is that of an independent contractor and that all persons engaged by Videographer in performing its obligations shall not be deemed employees of Client.

  3. LIABILITY. Videographer shall ensure that Video and all footage produced by Videographer complies with the laws of Tennessee and does not infringe any intellectual property rights (including copyright) or any other rights of third parties.

6.1. Videographer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Videographer 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 Videographer to produce media(s) in the usual and customary manner under this Agreement.

  1. TERMINATION OF AGREEMENT. This Agreement shall be effective from the date first listed above for a period of one year, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement (“Term”). This Agreement is terminable by either party at any time, with or without cause, effective upon notice to the other party. If Videographer exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that Videographer shall be obligated to compensate Client for work performed up to the time of termination. If Client exercises its right to terminate the Agreement, a non-refundable cancellation fee of 25% of the total agreed upon project budget reflected in this agreement is to be paid to the Videographer immediately upon official cancellation of the project. This cancellation fee will be in addition to any production expenses incurred up until the agreed upon cancellation including but not limited to last minute crew and associated labor and vendor cancellation fees, etc. After the cancellation fee and incurred production expenses are paid to Videographer in full, any obligation Client may otherwise have under this Agreement shall cease immediately.

  2. CONTINUING OBLIGATIONS OF CLIENT. All provisions of this Agreement relating to the protection of Videographer’s Confidential Information, Non-Solicitation and Non-Competition, Limitation of Liability, Indemnification, and Dispute resolution, shall survive expiration or termination of this Agreement for any reason.

  3. ARBITRATION. Any dispute arising out of or relating to this Agreement, or any breach thereof, shall be resolved by binding arbitration in Murfreesboro, Tennessee in accordance with the Arbitration Rules of the American Arbitration Association then in effect, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. All costs and expenses, including attorney’s fees, relating to the resolution of any such dispute shall be borne by the party incurring such costs and expenses. Notwithstanding their promise to arbitrate all disputes, the Parties acknowledge that either of them may seek emergency or temporary injunctive relief, but absolutely no other relief, in any court of competent jurisdiction. All other disputes, claims and remedies shall be settled by arbitration.

  4. INDEMNITY. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD VIDEOGRAPHER, AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, HARMLESS FROM ANY AND ALL LOSSES, CLAIMS, LIABILITIES, COSTS, JUDGMENTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S FEES), WHETHER IN TORT, CONTRACT, OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OF CLIENT’S WORK, WHETHER CAUSED BY VIDEOGRAPHER’S ALLEGED OR ACTUAL NEGLIGENCE OR OTHERWISE.

  5. LIMITATION OF LIABILITY. In no event shall Videographer be liable to client for any indirect, incidental, consequential or punitive damages, or for loss of profits, revenue or data, whether in an action in contract, tort, strict liability, or otherwise, even if Client advises Videographer of the possibility of those damages. Videographer’s liability on any claim for any loss or damage arising out of or in connection with or resulting from this shall in no case exceed the value of the services provided by Client under this Agreement, as defined above. Videographer shall not be liable for any penalties of any kind. Any action against Videographer for any alleged breach under this Agreement must be filed within one (1) year after such action accrues and all rights of Client to initiate any action arising from this Agreement will terminate one (1) year after accrual.

  6. CLIENT’S REMEDY. Client’s remedy, if any, for any breach of this Agreement shall be solely in damages and Client shall look solely to Videographer for recovery of such damages. Client waives and relinquishes any right Client may otherwise have to obtain injunctive or equitable relief. Client shall have no remedy for any loss, which may incur by reason of work performed by Client.

  7. INTERPRETATION. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.

  8. BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Client shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Videographer’s prior written consent which may be withheld as Videographer determines in its sole discretion. Any such purported assignment shall be void.

  9. NO WAIVER. Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.

  10. If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions.

  11. SERVABILITY. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably affect the intent of the parties.

  12. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

  13. AGENCY. Client is not Videographer’s agent or representative and has no authority to bind or commit Videographer to any agreements or other obligations.

  14. AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

  15. TIME. Videographer agrees that time is of the essence in this Agreement.

  16. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of your services in accordance with your independent and professional judgment. You shall perform your services substantially in accordance with generally accepted practices and principles of your trade.

Director

Work for Hire - Director

  1. SUBJECT OF THE AGREEMENT. Client has provided Director with instructions for a video (“Video”). The Parties have agreed that Director will direct the Video.

  2. CONTINGENCIES:  Company’s obligations hereunder are subject to: (a) signature and delivery of this Agreement by Director to Company; and (b) Company’s approval of the chain-of-title.

  3. EMPLOYMENT:  Company agrees to hire, and Director agrees to perform, directing services in connection with the Video.

  4. SERVICES: Director shall render all services set forth below and comply with Company’s reasonable instructions at all times in all matters.  Director may not engage the services and/or facilities of any third party without Company’s prior written consent:

(a)Production Services:  During the period commencing on or about agreed upon start date, and continuing until completion and delivery of the final answer print of the Picture and all items required from Director by Company for the

  1. SCHEDULE AND SERVICES TO BE PROVIDED BY DIRECTOR. Director will begin Pre-Production for the Videos on the agreed upon start date; and go into Production of the Videos on agreed upon date. Director is entitled to a director’s cut if the final video is  finished without their involvement or as determined by Client. Any delay in delivery of revisionary notes will delay Final Delivery. If Director is involved  with post production, they will deliver the final cut of the Videos by the agreed upon date. If Client changes the final delivery date for any reason, additional costs will be incurred that are to be determined by Director. The Director will deliver final files by agreed upon date. Final files supplied by Director are strictly the final exports of the video and high-resolution frames pulled from the video as requested by Client.

  2. FEES AND PAYMENT TERMS. The total estimated cost of Video Director Fee is to be agreed upon prior to starting the project. The estimate is based on the instructions provided by Client to Director. The estimate includes, but is not limited to, expenses for the following items: all pre-production, production and post-production costs, equipment, transportation, as well as usage as defined in Article 7 below.

6.1. In accepting the estimate, and in consideration of Director’s services in connection with the Video, Client is hereby agreeing to pay Director 40% upon receipt of the respective invoice(s) and according to the terms therein. The remaining payment of 60% is payable immediately upon delivery of Final Files.

6.2. If Client cancels the production of the Video according to Article 6 below, Client shall pay to Director any costs reasonably incurred by Director prior to the cancellation of the Video within five (5) days after invoice, provided Director provides Client proof of such costs (e.g. invoices, etc.). In addition, a non-refundable cancellation fee of 25% of the total agreed upon edit budget reflected in this agreement is to be paid to the Director immediately upon official cancellation of the project. 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, whichever comes first, the Client will be liable to the Director for the full cost of the job as a bid. 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 Director’s only source of income.

6.3. 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 Director, Director agrees to notify the Client of the amount before any such additional costs are incurred and Director 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.

  1. INTELLECTUAL PROPERTY RIGHTS. Client shall own the final Video. Client shall ensure all proper likeness rights are obtained from anyone in the Video. Director retains the right to use the Video for promotional purposes. 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. Client grants Director an exclusive, worldwide, sublicenseable, transferable, royalty free license to all media clips produced during the course of the contracted work as it relates to Director’s promotional use.

  2. INDEPENDENT CONTRACTOR. It is understood that Director’s status under this Agreement is that of an independent contractor and that all persons engaged by Director in performing its obligations shall not be deemed employees of Client.

  3. LIABILITY. Director shall ensure that Video and all footage produced by Director complies with the laws of Tennessee and does not infringe any intellectual property rights (including copyright) or any other rights of third parties.

9.1. Director understands that some information for said media(s) may be of a confidential and/or sensitive nature. Director 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 Director to produce media(s) in the usual and customary manner under this Agreement.

  1. TERMINATION OF AGREEMENT. This Agreement shall be effective from the date first listed above for a period of one year, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement (“Term”). This Agreement is terminable by either party at any time, with or without cause, effective upon notice to the other party. If Director exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that Director shall be obligated to compensate Client for work performed up to the time of termination. If Client exercises its right to terminate the Agreement, a non-refundable cancellation fee of 25% of the total agreed upon project budget reflected in this agreement is to be paid to the Director immediately upon official cancellation of the project. This cancellation fee will be in addition to any production expenses incurred up until the agreed upon cancellation including but not limited to last minute crew and associated labor and vendor cancellation fees etc. After the cancellation fee and incurred production expenses are paid to Director in full, any obligation Client may otherwise have under this Agreement shall cease immediately.

  2. CONTINUING OBLIGATIONS OF CLIENT. All provisions of this Agreement relating to the protection of Director’s Confidential Information, Non-Solicitation and Non-Competition, Limitation of Liability, Indemnification, and Dispute resolution, shall survive expiration or termination of this Agreement for any reason.

  3. ARBITRATION. Any dispute arising out of or relating to this Agreement, or any breach thereof, shall be resolved by binding arbitration in Murfreesboro, Tennessee in accordance with the Arbitration Rules of the American Arbitration Association then in effect, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. All costs and expenses, including attorney’s fees, relating to the resolution of any such dispute shall be borne by the party incurring such costs and expenses. Notwithstanding their promise to arbitrate all disputes, the Parties acknowledge that either of them may seek emergency or temporary injunctive relief, but absolutely no other relief, in any court of competent jurisdiction. All other disputes, claims and remedies shall be settled by arbitration.

  4. INDEMNITY. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD DIRECTOR, AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, HARMLESS FROM ANY AND ALL LOSSES, CLAIMS, LIABILITIES, COSTS, JUDGMENTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S FEES), WHETHER IN TORT, CONTRACT, OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OF CLIENT’S WORK, WHETHER CAUSED BY DIRECTOR’S ALLEGED OR ACTUAL NEGLIGENCE OR OTHERWISE.

  5. LIMITATION OF LIABILITY. In no event shall Director be liable to client for any indirect, incidental, consequential or punitive damages, or for loss of profits, revenue or data, whether in an action in contract, tort, strict liability, or otherwise, even if Client advises Director of the possibility of those damages. Director’s liability on any claim for any loss or damage arising out of or in connection with or resulting from this shall in no case exceed the value of the services provided by Client under this Agreement, as defined above. Director shall not be liable for any penalties of any kind. Any action against Director for any alleged breach under this Agreement must be filed within one (1) year after such action accrues and all rights of Client to initiate any action arising from this Agreement will terminate one (1) year after accrual.

  6. CLIENT’S REMEDY. Client’s remedy, if any, for any breach of this Agreement shall be solely in damages and Client shall look solely to Director for recovery of such damages. Client waives and relinquishes any right Client may otherwise have to obtain injunctive or equitable relief. Client shall have no remedy for any loss, which may incur by reason of work performed by Client.

  7. INTERPRETATION. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law.

  8. BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Client shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Director’s prior written consent which may be withheld as Director determines in its sole discretion. Any such purported assignment shall be void.

  9. NO WAIVER. Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.

  10. If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions.

  11. SERVABILITY. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably affect the intent of the parties.

  12. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

  13. AGENCY. Client is not Director’s agent or representative and has no authority to bind or commit Director to any agreements or other obligations.

  14. AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

  15. TIME. Director agrees that time is of the essence in this Agreement.

  16. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of your services in accordance with your independent and professional judgment. You shall perform your services substantially in accordance with generally accepted practices and principles of your trade.