Term

 

This Contract will terminate automatically upon completion by Provider of the Services required by this contract.

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Work Product Ownership

 

Any copyrightable works, ideas, discoveries, inventions, patents, products or other information (collectively the “Work Product”) developed in whole or in part by the Provider in connection with the Services will be the exclusive property of the Provider. Upon request, the Provider will execute, within a reasonable period of time, all documents necessary to confirm use of the Work Product.

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Confidentiality

 

Providers, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Provider, or divulge, disclose, or communicate in any manner, any information that is proprietary to Recipient. Provider and its employees, agents, and representatives will protect such and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Recipient of these confidentiality obligations which allows Provider to disclose Recipient’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences.

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Default

 

The occurrence of any of the following shall constitute a material default under this contract:

a. The failure to make a required payment when due.

b. The insolvency or bankruptcy of either party.

c. The subjection of any either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or any creditor or government agency.

d. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

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Remedies

 

In addition to any and all other rights a party may have available according to law, if a party defaults by failing substantially perform any provision, term or condition of this Contract (including without limitation the failure to make monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. The notice shall have 3 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

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Force Majeure

 

If the performance of this Contract or any obligation under this Contract is prevented, restricted or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking the provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm, or other similar occurrence, orders or acts of the military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

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Dispute Resolution

 

The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved within 15 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.

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Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgement may be entered upon it by any court having proper jurisdiction.

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Entire Agreement

 

This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

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Severability

 

If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

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Amendment

 

This contract may be modified or amended in writing by mutual agreement between parties, if the writing is signed by the party obligated under the amendment.

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Governing Law

 

This Contract shall be construed in accordance with the laws of the State of North Carolina.

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Notice

 

Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

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Waiver of Contractual Right

 

The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision under this Contract.

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Attorney’s Fees to Prevailing Party 

 

In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in trial court and on appeal.

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Construction and Interpretation

 

The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

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Assignment

 

Neither party may assign or transfer this Contract without proper written consent of the non-assigning party, which approval shall not be unreasonably withheld.

In witness whereof, the parties hereto caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

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Services and Payments

 

All services rendered and corresponding payments made in relation to production services, including but not limited to pre-production planning, equipment rental, talent acquisition, location scouting, post-production editing, and any other related services, are deemed non-refundable. Once services have been provided or payments have been made, no refunds will be issued under any circumstances.