Terms

Midday Film Video and Film productions                                 Standard Production Terms                                                       Updated  1 January 2019  

1. FURNISHING MATERIALS, OWNERSHIP, SERVICES, & RELEASES

-Copyright (Midday Film material)

The Copyright of all material that has been captured by Midday Film is solely owned by Midday Film and protected under German Law.

Upon completion and cleared funds, we will, in some instances and upon prior agreement, transfer the Copyright Ownership to the Client This will be clearly specified in your written quotation.

In both circumstances, Midday Film reserves the right to use the footage / material / media, either in sections or in its entirety, for promotional purposes

-Copyright (material provided by client)

In the event of the Client providing material (video, audio, photographs, logos etc) for inclusion into a Midday Film production, copyright must firstly be obtained from the original copyright owner / material provider. In order for Midday Film to use this material the copyright must be explicitly transferred to Midday Film or the material to be provided to Midday Film totally free of charge and the client will have to indemnify Midday Film against any future possible claims, disputes, expenses or similar that may arise for a third party concerning usage of such material.

Midday Film reserve the right to use the final production in full or part content for promotional purposes.

All works undertaken will be as per Midday Film's written quotation provided in a word document by email. The Client is obligated to ensure that this is thoroughly read and understood prior to booking. Any amendments or additional days filming will be charged at our daily rates.

Midday Film agrees to render the Services to the highest professional standards and in accordance with the Client's reasonable instructions and requests and perform the Services in willing co-operation with the Client.
The Client agrees to assume liability for any information, text, graphic, photographic, video or other material supplied by the Client to Midday Film for use in the Video, in terms of both the accuracy of the material provided, and the rights to include the material in the Video.

 

2. SECURITY/CONFIDENTIALITY

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

3. INDEPENDENT CONTRACTOR

It is understood that Midday Film’s status is that of an independent contractor and that all persons engaged by Midday Film in performing its obligations shall not be deemed employees of Client.

4. CHANGES IN SPECIFICATIONS

If at any time, Client desires to make any changes or variations from the completed project, 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 Producer, including person hours, reimbursement for such additional costs shall be payable.

5. PROJECT DURATION AND DELIVERY

Any indication given by Midday Film Productions of a design project’s duration is to be considered by the customer to be an estimation. Midday Film Productions will do everything possible to meet specific deadlines, providing there is clear

communication, prompt payment and regular feedback from the client. Midday Film Productions will not under any circumstances be responsible for any loss, damage or costs arising from the late, erroneous, or non-delivery of the product.

 

6. STORAGE

The Producer shall keep the Product for 24 months from the date of Delivery after which the Product will be destroyed. The Producer retains a discretionary right to charge the Client a fee of € 75 plus tax both for retrieving the Product and for any other work which is necessary to comply with the Client's instructions during the storage period.

 

7. PAYMENT
7.1. Subject to the provisions of these terms and conditions and to the due performance by Midday Film Productions of its material obligations under these terms and conditions, the Client shall as inclusive remuneration and as full and complete consideration for the Services and all rights granted to the Client in these terms and conditions, pay to the Producer the Fixed Fee payable as follows:
(a) 50% on Confirmation of Order of the Video (Deposit); and
(b) 50% on Delivery Date.
7.2. The Client acknowledges the Deposit will be non-refundable.
7.3. Should the Client require further revisions pursuant to Clause 4., then the Revision Fee shall be payable prior to the Producer making the revisions.
7.4. The Fixed Fee shall be exclusive of VAT, which shall be paid to the Producer, in addition, on submission by the Producer of a valid VAT invoice.

7.5. In accordance with clause 7.1, the Client will be invoiced for each separate payment. Payment of the balance is due no later than fourteen Business Days of receipt of invoice. Payment of all outstanding amounts will be required in full before delivery of the Video to the Client.
7.6. Should any payments not be made, for whatever reason, the Producer reserves the right to postpone production of the Video, and any adverse consequences and arrangements for alternative payment will be the responsibility of the Client.
7.7. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at Midday Film Productions discretion, as additional consideration, an amount equal to the current prime rate +10%  on unpaid amounts until paid, compounded monthly. 

8. INDEMNIFICATION

Client shall indemnify Producer against all claims and expenses arising from uses for which the client does not have rights to or authority to use. The client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorized use of graphics, music, video, film, photography, design, animation, and branded content.

9. CONTINGENCY AND WEATHER DAYS

A. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.

B. These circumstances may include but should not be limited to:

(1) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client). (2) Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products).

(3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).

(4) “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.

C. The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.

D. The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).

 

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 the Production Company blocks out a specific period of time with the agreement that it represents a firm commitment from the Client, then the Production Company 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 re-booked. It should be understood that this time represents the Production Company’s only source of income.

Cancellation and Postponement: Film or Digital Video Production:

A. If notice of cancellation/postponement is given to the Producer ONE TO TEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out-of-pocket costs; (2) Full director’s fee as bid; and (3) Full production fee on the job as bid.

B. If notice of cancellation/postponement is given ELEVEN TO FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out-of-pocket costs; (2) Not less than 50% of director’s fee as bid; and (3) Not less than 50% of production fee on the job as bid.

C. If notice of cancellation/postponement is given MORE THAN FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out-of-pocket costs; (2) Not less than 25% of the director’s fee as bid; and (3) Not less than 25% of the production fee on the job as bid. Cancellation and Postponement: CGI or Animation Production:

A. 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, the Client will be liable to the Production Company for the full cost of the job as a bid.

B. If notice of cancellation/postponement is given IN THE SECOND QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for:

(1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself on another project.

(2) Full creative fees as bid.

(3) Full production fee on the job as bid.

C. If notice of cancellation/postponement is given IN THE FIRST QUARTER of

the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to the Production Company for:

(1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the project. This expense will include full payment through the original completion date if that labor is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself on another project.

(2) Not less than 50% of creative fees as bid.

(3) Not less than 50% of the production fee on the job as bid.

11. APPLICABLE LAW

These terms shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office is located.

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