Shine[Vendor Name]
“The Goldbergs”/Main Titles[“Project Title”]/ Visual Effects
Page
As of August 1, 2013
Shine L.L.C.
5410 Wilshire Boulevard
Los Angeles, Ca, 90036
Suite. 600
Vendor
Address
Attention: Bob Swensen[Vendor Representative]
Re:“The Goldbergs”/Main Titles[Project Title]/Visual Effects
Ladies/Gentlemen:
The following constitutes the agreement (“Agreement”) between [Vendor]Shine L. L. C. (“Company”) and Remote Broadcasting, Inc.[Sony Entity](“Producer”) with respect to the :20 second main title sequence and a :05 second animated logo sequencevisual effects (hereinafter sometimes referred to as the “Work”) to be created and provided byCompany for Producer’s television series entitled “The Goldbergs”[length, category and title of project, e.g. one hour prime time television series entitled “JUSTIFIED” ] (the “Picture”).
1.ENGAGEMENT. Producer hereby engages Company, as an independent contractor, to provide supervisory, management, advisory, creative, technical and any and all other services necessary to design, construct, produce and deliver to Producer the Work visual effects for inclusion in the Picture, which isare to be designated by Producer based on the requirements of each part of the Picture; the quality of the Work to be of a first-class high quality as appropriate for telecast on United States network television.[General description to be modified if necessary: The Work shall consist of all visual effects required by Producer for the Picture and shall include the plates (live action photography or otherwise) photographed by Producer, any photographic and digital effects produced by Company, all images created or produced by Company, the building and shooting of any miniatures required by Producer for the Picture, and any supervisory or other related services, including without limitation all deliverable physical elements created for use in the process of creating the Work.] [If applicable: In consideration of the sums payable to Company hereunder, Company shall also provide and pay for the on-set services of a visual effects supervisor, for whom Producer will pay travel, hotel and per diem].
2. DELIVERY. Exhibit “A” attached hereto and by this reference incorporated herein is a current list of technical and logistical requirements of the visual effects shots required by Producer, but Producer shall have the right to add to, modify and subtract from said list by notice to Company as Producer’s needs and requirements may change in Producer’s discretion. [To be modified if necessary: Each visual effect will be produced by Company on 4:4:4 High Definition 1080p, 24P frame and delivered to Producer in 16X9 composition for 4X3 center extraction.] Company shall conduct a CGI test for the such effects as Producer shall require on ______[date] and shall submit same to Producer. Upon Company’s completion and notification to Producer that a shot or shots are completed, Producer shall have ______[number of] business days to examine and approve the shot(s). In the event that Producer is not satisfied with the test, Company shall build, shoot and deliver the necessary footage within the sums to be paid by Producer hereunder. Company shall be responsible for supplying, location and licensing of allplate work needed for the Picture, including supervising and shooting within the amount payable to Company hereunder. In addition, Company shall be responsible for worldwide, perpetual, all media licensing of any stock footage necessary for use as plates. “Final Delivery” shall consist of all completed and final approved visual effects shots as well as a separate drive containing all of the individual shot assets, including without limitation, matte paintings, wire frames and textures, clean plates, layered (not collapsed) native files (e.g., Photoshop, After Effects), and any other elements required to build the shots. Company shall not sub-contract any of the work to be performed hereunder without Producer’s prior written approval.
3.SCHEDULE. The services to be provided under this Agreement shall commence with the shoot on August 9, 2013immediately and shall continue thereafter until the delivery of all final elements of the Work by September 6, 2013 of the visual effects for each part of the Picture as required by Producer. [If applicable: For each visual effect, Company shall deliver to Producer a temp shot, a first revision as necessary, a second revision as necessary and the final finished shot according to the schedule set forth in Exhibit A hereto.] [The temporary visual effects shall be delivered on (date); the final visual effects shall be delivered on (date)]. The final finished shot shall be defined as acceptance by Producer of the final shot submitted by Company to Producer taking into account all notes given to Company by Producer. Company understands, acknowledges and agrees that time is “of the essence” to this Agreement.
4.COMPENSATION AND PAYMENT SCHEDULE.
(a)Flat Fee. In consideration of this Agreement, Producer shall pay Company on a flat “all-in” basis for all of the Work for the Picture,with the agreed upon project budget breakdown as set forth in Exhibit “B”,thewhether set forth on Exhibit “A” thetotal amount of $35,880[total dollar amount](“Contract Price”), payable as follows: 50% of the Contract Price upon award of the project for the Work, and the remaining 50% of the Contract Price upon Final Delivery of the Work [amount] upon the later of [payment date] or the execution of this Agreement; [amount] upon delivery of one-half of the Work; and [amount] upon Final Delivery of the Work as defined immediately below. [Payment schedule is up to Production].
(b) Final Delivery. “Final Delivery” shall consist of all completed and final approved HD main title animation delivered digitally as uncompressed Quicktimes, 1920 x1080 on fire wire to DI facility visual effects shots as well as a separate drive containing all of the individual shot assets, including without limitation, matte paintings, wire frames and skins, element maps, clean plates, layered (not collapsed) native files (e.g., Photoshop, After Effects), and any other elements required to build the shots.
(c) Additions. In the event that Producer considers additions to the Work and/or additions to individual shots (collectively, “Additional Work”), at Producer’s request, Company shall supply Producer with a written budget summary for such Additional Work promptly following receipt of storyboards, along with the proposed work schedule for the Additional Work (“Additional Work Bid”). If Producer approves the Additional Work Bid, Company shall commence the Additional Work. Company understands and agrees that any additional (i.e., over the agreed-upon budget) charges incurred after Producer and Company have agreed in good faith on the Additional Work Bid shall be borne solely by Company.
(d) Changes. In the event that Producer requires changes to the Work and/or individual shots, including without limitation changes in schedule, technique requirements, the storyboards or other key shot elements (collectively, “Changes”), such Changes shall be evaluated by Company to determine whether they would increase the Contract Price and/or delay the work schedule. If it is determined that the Changes would not affect the Contract Price or the work schedule, the Changes shall be implemented by Company in accordance with Producer’s request without additional cost and Producer shall not be responsible for any additional costs in the event that Company does in fact incur additional costs with respect to the Changes. If it is determined by Producer based upon Company’s evaluation that the Changes would increase the Contract Price and/or the work schedule, the provisions applying to Additional Work in the subparagraph immediately above shall also apply with respect to such Changes. If it is determined that the Changes would decrease the Contract Price, the provisions applying to Deleted Work, as set forth and defined below, shall also apply with respect to such Changes.
(e) Payment for Additions and/or Changes. Any increase over the Contract Price for such Additional Work shall be paid as follows: [insert payment schedule]
(f) Deletions. If Producer requests the deletion of any individual shots or otherwise reduces the Work (“Deleted Work”) hereunder, then Company shall either (i) calculate the amount of credit, if any, against the Contract Price, or (ii) provide other comparable shots at no additional charge, at Producer’s sole election; provided however, that Producer acknowledges that Company may have spent time and other out-of-pocket expenses in connection with producing such subsequently Deleted Work, and therefore, Company cannot guarantee credit against the Contract Price once the Work have been initiated.
(g) Unsatisfactory Effects. In the event that Company cannot create a particular visual effect to the satisfaction of Producer and Producer must engage another visual effects house to create such effect, Producer shall deduct from the sums payable to Company herein the cost of such effect paid to the substitute visual effects house in good faith.
(h) Company shall at its sole cost and expense provide all necessary labor, stage space, equipment, materials, supplies and any other items required to create and deliver the Work to Producer.
5.APPROVALS. Company will advise and consult with Producer and its authorized representatives as to the exact design and specifications of each aspect of the Work and will comply with all requests made by Producer and its authorized representatives to ensure that the Work will conform in all respects to Producer’s specifications and instructions, be prepared in a good workmanlike manner, be of finished and acceptable quality, and meet the conditions and purposes for which the Work is intended, including without limitation achieving the required dramatic effects for the Picture. Company agrees that the Work shall be done in a professional and competent manner and Company’s services will be rendered in an artistic, conscientious, efficient and punctual manner, in strict accordance with the schedules established by Producer and with regard to the careful, efficient, economical and expeditious production of the Picturewithin the shooting schedule and policies established by Producer. The parties hereto acknowledge and agree that time is “of the essence” to this Agreement.
6.DESIGNATED INDIVIDUALS. [Production executive ] and Cynthia Stegner are designated by Producer as the only individuals capable of giving approvals as required herein at each stage of the production process; for authorizing any type of changes, revisions, additions or deletions in the Work, and having final “sign-off” authority on the Work. Company must obtain all such approvals from all of the above individuals in writing prior to commencing any such changes, revisions, additions or deletions and prior to advancing from one stage to the next in the creative process. Notwithstanding the foregoing, Producer may designate, in writing, an individual to give the necessary approvals in their stead. Producer agrees that the necessary individuals shall be reasonably available to respond to Company and that such approvals shall be rendered within a reasonable amount of time.
7.CREDIT. [If we’re agreeing to give credit] Subject to applicable union restrictions and network approval and upon condition that Company performs all of its obligations under this Agreement, and further provided that all or a substantial portion of the Work appears in the applicable part of the Picture, Producer shall accord Company credit substantially as follows:
VISUAL EFFECTSMAIN TITLES Designed By Shine Provided By
[or other desired form/wording]
in the end credits of each part of the Picture in which the Work appears.
[If applicable: Subject to applicable union restrictions and network approval, Producer shall accord screen credit to up to ______crew members to be designated by Company in its sole discretion in the end credits of each part of the Picture. Company will furnish to Producer an accurate list of such persons. ] While Producer agrees to use good faith efforts to accord such credit in such manner, Producer cannot and does not guarantee that Company’s credit(s) will appear other than as specified hereinabove. All other aspects of such credit shall be as Producer may determine in its sole discretion. No casual or inadvertent failure to comply with provisions of this paragraph shall constitute a breach of this Agreement, and the sole remedy of Companyfor any breach of any of the provisions of this paragraph or any covenant of this Agreement shall be an action at law for damages, and in no event shall Company seek or be entitled by reason of any such breach to terminate this agreement or to enjoin or restrain the distribution, exhibition, or exploitation of the Picture.
8.OWNERSHIP. Producer and Producer’s successors and assigns shall be the sole and exclusive owner, in perpetuity, of all of the results and proceeds of Company’s services hereunder and the services of all personnel employed by Company hereunder, and all rights of every kind and character whatsoever in and to the Work and all elements therein, including, but not limited to all illustrations, designs, design patterns, prints, tapes, miniatures, as well as any and all copyrights, trademarks and similar rights, theatrical rights, broadcast rights, television rights, home video rights, copying and distribution rights, editing and dubbing rights, merchandising rights, multimedia rights, internet and mobile rights, sound media rights and all rights of publicity and advertising. The results and proceeds of Company’s services and the services of all other personnel engaged by Company hereunder shall constitute a “work-made-for-hire” within the meaning of the U.S. Copyright Law and Producer shall be deemed the author and owner thereof for all purposes. In the event the Work is not determined to be a “work-made-for-hire”, then Company and Company’s employees hereby exclusively and irrevocably assign to Producer in perpetuity all rights (including without limitation all copyrights therein) in and to the Work and the component parts thereof. Further, Company hereby agrees and represents that neither Company nor its employees shall reproduce the Work as it appears in the Picture for any party other than Producer. Notwithstanding the foregoing, Company shall retain ownership and possession of, and shall not be required to deliver to Producer, any trade secrets, inventions, mechanical devices, processes or application software which are used as tools to create the Work but which do not incorporate the visual images and photograph itself; provided, however, that any such proprietary interest of Company therein shall not defeat Producer’s ownership of the Work as a “work-made-for-hire” nor shall Producer be required to obtain any permission, license or other release from Company in order to make any use of the Work whatsoever; nor shall Producer have any obligation to pay any amount to any person or entity in connection with Producer’s exploitation of the Work or any other exercise of Producer’s rights hereunder. Company acknowledges and agrees that the fees payable to Company herein include consideration for the assignment to and exercise by Producer, its licensees, successors and assigns of the rental and lending rights and to the products of Company’s services and that the payment constitutes full, equitable and adequate consideration for the grand and/or exercise of all such rights. To the extent Company may be vested in same, Company hereby unconditionally and irrevocably waives in perpetuity the benefits of any provision of law known as moral rights or “droit moral” or any similar law in any jurisdiction and agrees to take no action on the basis that the Picture, or any part thereof, constitutes an infringement of any moral rights or “droit moral” of Company’s.
9.INDEMNITY.
(a)Company shall indemnify and hold Producer and its parent(s), subsidiaries, licensees, successors, related companies, affiliates, and their officers, directors, employees, agents, representatives and assigns, harmless of and from any and all loss, liability or expense, including reasonable outside attorney’s fees, arising directly or indirectly from any breach of any warranty, covenant, agreement or representation herein made by Company, or otherwise arising directly or indirectly from the Work or the component parts thereof (other than those arising out of a breach of Producer’s warranties hereunder) including without limitation claims, damages and/or losses arising out of Company’s negligence or willful misconduct.
(b)Producer shall indemnify and hold Company and its parents, subsidiaries, licensees, successors, affiliates, and their officers, directors, employees, agents, representatives or assigns, harmless of and from any and all loss, liability or expense, including reasonable outside attorney’s fees arising directly or indirectly from any breach of any warranty, covenant, agreement or representation herein made by the Producer, or otherwise arising directly or indirectly, in connection with claims or action respecting Producer’s production, distribution or exploitation of the Picture which incorporates therein all or any portion of the Work (other than those arising out of a breach of Company’s warranties hereunder) including without limitation claims, damages and/or losses arising out of Producer’s negligence or willful misconduct.