This Services Agreement (the “Agreement”) is effective as of the signing date of your Proposal, Quote, and/or Statement of Work (“SOW” or “Statement of Work”) by and between you (“Client”) and Concurrent Productions LLC dba Concurrent (“Producer”), or as of the date of any online or e-commerce purchases made by Client on https://concurrent.agency or any other website or online service operated by Producer. In consideration of the mutual promises set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Product. Producer shall deliver the assets set forth in SOW (the “Product”). All components of the Product will be composed from footage and digital assets created by Producer on agreed-upon date(s), and any date(s) on which Producer records interview subjects through a remote teleconferencing service (“Shoot Day”). Client may provide additional assets not created by Producer for use in the Product at Producer’s discretion. The Product will be delivered as a streamable media file (resolution – 1920×1080 HD, Scanning – Interlaced, Codec – H.264). Upon Client request, Producer will also deliver a higher-quality archival copy (resolution – 1920×1080 HD, Scanning – Interlaced, Codec – Apple ProRes 422).
1.1 Remote Recording Production Value. While Producer makes every effort to create visual and auditory consistency between deliverables, including providing Participants with equipment, Producer ultimately does not have control over Participants’ recording space or their use of equipment and cannot guarantee consistent, or any particular degree of, production value. In regards to lighting, video quality, audio quality, framing, background noise, interference, visual distractions, and all other aspects of production value, I agree to accept final results as-is.
1.2 Remote Recording Delayed or Canceled Recordings. While Producer makes every effort to expedite the production process, including scheduling recordings directly with Participants, Producer ultimately does not have control over Participants and cannot compel them to complete recordings. Deposits in connection with remote recordings are non-refundable. Deposits can be applied toward recordings of replacement Participants scheduled to take place on dates within 180 days of receipt of deposit.
1.3 Remote Recording Unreturned Equipment. In cases where Client has not elected to purchase equipment for Participant to keep, Producer will provide each Participant with a prepaid mailing label to return equipment. If Producer reports not to have received all equipment provided to Participant within 30 days of the contract date, I agree to reimburse Producer for the actual replacement cost of all unreturned equipment, or $250 if no equipment is returned.
2. Production Equipment, Services and Licensing. Producer shall provide all necessary production equipment, including cameras, lighting, audio, and video editing software. Producer shall provide all necessary production services, including camera operators, lighting and audio technicians, and such other production staff as may be necessary in Producer’s discretion to produce the Product. Producer utilizes royalty-free licenses for stock video, stock images, music tracks, sound effects, graphics, and templates which may be used in Product.
3. Casting. Client understands Client and its employees may be filmed and featured in the Product. Client understands that all persons filmed, whether employees or non-employees, must sign a non-union actor agreement and video release form before filming occurs. Client understands that Client’s image and likeness may be edited, copied, exhibited, published or distributed and Client waives the right to inspect or approve any product wherein Client’s image or likeness appears.
4. Review, Approval, and Delivery Process. A rough cut of the Product will be delivered within 3 weeks of the final Shoot Day. Client will be entitled to revisions and/or modifications that do not incur additional hard costs to Producer prior to delivery of the Final Version of the Product. The Final Version of the Product will be considered delivered when access to a video file has been provided to Client. Examples of revisions and/or modifications that incur additional hard costs include stock footage or images, music, color correction, sound mixing, and sound design. Examples of revisions and/or modifications that may incur additional charges to Client include additional filming (even if the additional filming is done by Client or another third party at no cost to Producer) and additional sound recording (even if the additional sound recording is done by Client or another third party at no cost to Producer). Other types of revisions and/or modifications may also incur additional charges to Client. Rough cuts may include watermarks. The Final Version of the Product will be free of watermarks and will be delivered electronically to Client after full Cost is paid.
5. Compensation. The fees and expenses for the Services performed by Producer shall be set forth in each Statement of Work. Unless otherwise set forth in an applicable Statement of Work, all fees and billed expenses are due within thirty (30) days. If Client fails to pay any undisputed invoice within such thirty (30) day period, such unpaid amounts shall be subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum amount permitted by law, whichever is lower, plus all expenses of collection, including, but not limited to, Producer’s reasonable attorneys’ fees and expenses.
6. Rights to Use. Client will own the rights, title and interest to the final Product. Client may use and distribute the final Product as Client sees fit. Producer may use Client’s final Product in marketing materials including, but not limited to, placement on Producer’s website. Producer will retain the rights, title and interest to the rough cuts and other raw footage. Producer may use the rough cuts and raw footage to create educational or marketing materials. This use may occur without the prior authorization or consent of Client.
7. Independent Contractor. Nothing contained herein shall be deemed or construed to create any partnership or joint venture between Client and Producer. Producer is an independent contractor and not an employee of Client.
8. Assignment. Neither the Client nor the Producer may assign this Agreement without prior written consent from the non-assigning party.
9. Delay. Producer shall not be liable for any delays due to circumstances beyond its control. If the performance of this Agreement or any obligation hereunder by any party is prevented, restricted, or interfered with by reason of fire or other casualty or accident, acts of God, severe weather conditions, strikes or labor disputes, war or other violence, any law, order, proclamation, regulation, ordinance, demand, or requirement of any governmental agency or any other act or condition whatsoever beyond the reasonable control of such party, the party whose performance is so affected, on giving prompt notice to the other party, shall be excused from such performance.
10. 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 Producer blocks out a specific period of time with the agreement that it represents a firm commitment from Client, then Producer 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 rebooked.
10.1 If notice of cancellation/postponement is given to Producer zero to ten working days prior to the commencement of the Shoot, Client will be liable to Producer for: (1) All out-of-pocket costs already incurred by Producer, including non-refundable travel expenses and freelance labor costs; (2) not less than 50% of the total cost as quoted.
10.2 If notice of cancellation is given eleven or more working days prior to the commencement of the Shoot, Client will be liable to Producer for: (1) All out-of-pocket costs already incurred by Producer, including non-refundable travel expenses and freelance labor costs; (2) Not less than 25% of the total cost as quoted.
11. Choice of Law. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, will be governed by Illinois law.
12. Attorney Fees. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded reasonable attorney fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.
13. Remedies. No remedy conferred on Producer by any of the specific provisions of this Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute or otherwise. The election of one or more remedies by Producer shall not constitute a waiver of the right to pursue other available remedies.
14. Waiver. The waiver or modification of, or the failure by Producer to insist on, any of the provisions of this Agreement shall not void, waive, or modify any of the other provisions nor shall be construed as a waiver or relinquishment of Producer’s right to performance in the future of any such provision.
15. Severability. If any provision of this Agreement is declared or found to be illegal, unenforceable, or void by a court of competent jurisdiction, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is illegal, unenforceable, or void. If the remainder of this Agreement is not affected by such declaration or finding and is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.
16. Termination. This Agreement may be cancelled or terminated with or without cause by either Party by giving (30) calendar days advance written notice to the other Party. Such notification shall state the effective date of termination or cancellation and include any final performance and/or payment invoicing instructions/requirements. Any and all amendments must be made in writing and must be agreed to and executed by the Parties before becoming effective.
17. Headers. The headings of the sections herein are for convenience only, and shall not affect the meaning of the provisions of this Agreement.
18. Entire Agreement. This Agreement constitutes the entire understanding between the parties and there are no other agreements or understandings, written or oral, in effect between the parties relative to the subject matter hereof. This Agreement may not be modified or terminated orally.
19. Indemnification. Client shall indemnify, defend and hold, Producer, and its parent companies, subsidiaries, affiliates, and their respective directors, officers, employees, agents, successors and assigns (“Indemnified Parties”) harmless from and against any and all liabilities, damages, injuries, claims, demands, suits, judgments, causes of action and expenses, (each a “Claim”, including, but not limited to, reasonable attorneys’ fees, court costs and out-of-pocket expenses, arising out of or related to: (i) any Claim made against an Indemnified Party for actual or alleged infringement of the intellectual property or proprietary rights of any third party; (ii) a breach by Client of any of its obligations, representations or warranties under this Agreement; (iii) any gross negligence, willful misconduct or fraud committed by Client in connection with the subject matter of this Agreement; and (vi) any labor and employment claim made against Producer by an contractor or employee of Client. Client further agrees to defend, indemnify and hold Producer harmless from any Claim brought by a third-party relating to any cause of action arising out of the use of Client’s products and/or services.
20. DISCLAIMERS & LIMITATION OF LIABILITY.
20.1 WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, PRODUCER DISCLAIMS ALL OTHER WARRANTIES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE. PRODUCER SHALL IN NO WAY BE RESPONSIBLE OR LIABLE FOR ANY PRODUCTS OR ANY OTHER INFORMATION PROVIDED BY CLIENT. THE SERVICES ARE PROVIDED “AS IS” AND PRODUCER SHALL NOT BE LIABLE FOR THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. PRODUCER MAKES NO REPRESENTATION OR WARRANTY REGARDING THE RESULTS CLIENT WILL OBTAIN BY USING PRODUCER’S SERVICES.
20.2 Limitation of Liability: EXCEPTING EACH PARTY’S INDEMNIFICATION OBLIGATIONS HEREIN, AND EXCEPTING CLIENT’S OBLIGATION TO PAY PRODUCER IN ACCORDANCE WITH THIS AGREEMENT OR AN APPLICABLE STATEMENT OF WORK, IN NO CASE SHALL EITHER PARTY’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER BASED UPON WARRANTY, CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED IN THE AGGREGATE, THE SUM OF ONE THOUSAND ($1,000.00) DOLLARS.
20.3 Damage Disclaimer: In no event whatsoever shall either party be liable to the other party hereunder for any incidental, indirect, special, consequential, punitive damages, lost profits, lost revenue, or loss of business opportunity under any tort, contract, strict liability or other legal or equitable theory arising out of, or pertaining to, the subject matter of this Agreement or any Statement of Work, even if said party has been advised of the possibility of or could have foreseen such damages.
22.1 Each party may disclose (the “Discloser”) to the other party (the “Recipient”) certain commercially valuable or otherwise proprietary or confidential information relating to the Services, operations, products, sales and business of the Discloser and its affiliated and related companies or third parties including, without limitation, trade secrets, processes, promotional information, item rankings, data and know-how, software programs, techniques, marketing plans, strategies, forecasts, unpublished copyrightable material, consumer lists, personal information with respect to employees, customers or others, sources of supply, prospects or projections, or any other proprietary or confidential matter, (“Confidential Information”). Confidential Information shall include, but is not limited to, intellectual property, methods, methodologies, business plans, trade secrets, and information relating to any and all aspects of the disclosing party’s business or products. Confidential Information can be contained in any medium, including verbal form, graphic form, machine readable or electronic form, or written or other tangible form, whether or not marked as confidential.
22.2 Each party shall apply to the Confidential Information at least no less security measures and degree of care than those which it applies to its own confidential information but in no event less than a reasonable degree of care. Each party shall only make Confidential Information available to those employees, consultants and agents who have a need to know such Confidential Information in order to carry out the purpose of this Agreement or any Statement of Work; provided, however, the Recipient may disclosure Confidential Information if such disclosure is required pursuant to any government statute, regulation or any court order, provided that the Recipient takes reasonable actions to avoid and/or minimize such disclosure, including, if possible, providing prompt, advance notice of the impending disclosure to enable the Discloser to see a protective order or otherwise prevent such disclosure.
22.3 Confidential Information shall exclude any information that: (a) is or becomes part of the public domain through no wrongful act or failure to act on the part of the Recipient, (b) that is rightfully received by Recipient from a third party in possession of it who was not subject to any restrictions on the disclosure of such information; (c) is approved in writing for release by an authorized officer of the Discloser, or; (d) which has been independently developed by Recipient (as evidenced by its written records) without violation of this Agreement or any rights of the Discloser hereto The obligations with respect to Confidential Information shall survive for a period of two (2) years after the termination or expiration of this Agreement. The parties shall return the Confidential Information and all corresponding files upon receipt of written request from the other party.
23. Force Majeure. If either party hereto is prevented from complying, either totally or in part, with any material term(s) or provision(s) of this Agreement by reason of acts of God, acts of a public enemy, acts of any Federal, state or local government, agency or department thereof, quotas, embargoes, acts of any person engaged in subversive activity or sabotage, fires, floods, hurricanes, local, state or national emergency orders, explosions, or other catastrophes, epidemics or quarantine restrictions, involuntary strikes or other labor stoppages, pandemics, viruses (such as COVID-19 or any variant thereof) slowdowns or disputes, or any other cause beyond the control of the parties, then upon prompt written notice to the other party, the affected provisions and/or other requirements of this Agreement shall be suspended during the period of such disability. The disabled party shall make all reasonable efforts to remove such disability within thirty (30) days of giving notice of such disability. If the disability continues for more than ten (10) days after the cessation of the reason for such disability, the non-disabled party shall have the right to terminate this Agreement immediately upon written notice, and neither party shall thereafter have any further rights or obligations hereunder, except as set forth in the surviving provisions.
24. Notices. All notices, reports, consents and receipts shall be in writing and shall be deemed duly given on (a) the date of personal or overnight courier delivery; or (b) five (5) business days after the date of deposit in the United States mail, by postage paid, return receipt requested first-class mail, addressed as follows:
If to Client: Client to provide information to Producer
If to Producer: Concurrent Productions LLC
4470 W Sunset Blvd #90580
Los Angeles, CA 90027
Email: info & concurrent.agency
Either party may change its mailing address by written notice to the other party by providing notice in accordance with this provision.
25. Intellectual Property.
25.1 Each party expressly agrees that each shall not disclose or reveal to the other party any trade secrets, secret processes, or other proprietary information or documents of any kind, including, without limitation, all copyrights, trademarks, trade names, domain names, patents, patent rights, inventions, industrial designs, trade secrets, and confidential information (collectively, the “Intellectual Property Rights”) which the disclosing party does not have the free and complete right to disclose to the other party and which the party receiving such information is not free to use without liability or restriction of any kind.
25.2 In its performance of the Services hereunder, Client agrees and acknowledges that Producer shall retain any and all right, title and interest in the Reserved Technology (as defined below) and the Reserved Technology shall remain the sole property of Producer. “Reserved Technology” means any report, programs, code (whether object or source code), graphics, text, know-hows, data provided to Client, images and other materials in whatever form supplied by Producer in the performance of the Services which were developed or created by Producer prior to the commencement of the Services pursuant to this Agreement. Furthermore, Client expressly agrees that all suggestions, solutions, improvements, corrections and other contributions provided by Client to Producer regarding the Services or other materials provided to Client, shall be owned by Producer, and Client hereby agrees to assign any and all such rights to Producer and shall execute any documents necessary to make such assignment effective. Producer shall own all of its delivery data, which shall include, but is not limited to, all materials, information, photography, writings, files, data files, documentation, and other content or materials provided by Producer to Client as part of the Services or that is aggregated and collected by Producer in order to provide the Services hereunder to Client.
26. WAIVER OF JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT EACH MAY HAVE TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER PARTY AGAINST THE OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED AND DELIVERED BY EITHER PARTY IN CONNECTION HEREWITH.
27. Non-Exclusive. This Agreement is non-exclusive. Nothing in this Agreement restricts either party from developing, marketing, selling, licensing, and/or distributing its products or services in the normal course of business or through its standard sales or business channels.
28. Interpretation. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be found to be illegal or invalid under applicable law, such provision shall be either modified to conform to applicable law or considered ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.
29. Non-Solicitation: Client agrees that during the term of this Agreement and for a period of twelve (12) months after the expiration or termination of this Agreement, Client shall not, either directly or indirectly, solicit, induce, recruit, encourage, or cause any; (i) employee, consultant, independent contractor, vendor, supplier, agent or representative of Producer to leave or cease the employment or engagement with Producer or other business relationship with Producer, or (ii) any customer, client, potential customer or client, or other person buying goods or services from Producer, or (iii) engage in any discussions or negotiations to buy any goods or services from Producer, from ceasing or diminishing their business relationship with Producer or otherwise interfere with the contracts and relationships of the Producer with such persons or entities. The Parties agree that the restrictions imposed by this covenant are fair and reasonable, and are reasonably required for the protection of each party, and form a material part of this Agreement. If the foregoing restriction exceeds the maximum restriction that a court of competent jurisdiction would enforce, then the restriction shall be deemed limited to be the maximum that such court would enforce. In the event Client does hire, offer to hire, induce or attempt to induce any employee, advisor, contractor or consultant of Producer or any of Producer’s clients to discontinue its relationship during the period of time specified above, Client agrees to pay as liquidated damages a cash fee equal to one hundred and fifty percent (150%) of such hired employee’s first year base salary or two hundred percent (200%) of the gross payments made to such hired consultant (or with respect to clients fees paid by such clients to Producer) during their first year of consultancy, as applicable.
30. Survival. The provisions of this Agreement which by their nature intend to survive the termination or expiration shall so survive the termination or expiration of this Agreement.
31. No Duress. Each party acknowledges that it: (i) has reviewed this Agreement with competent counsel of its’ choosing before executing this Agreement; (ii) has carefully read and understands the terms of this Agreement; and (iii) has signed this Agreement freely and voluntarily and without duress or coercion and with full knowledge and understanding of its significance and consequences of the terms of this Agreement.
Last revised Sep. 19, 2022