The “COMPANY” is how we refer to the appointed entity (company) who is remunerating the Vidico (the “CONTRACTOR”), for the proposed creative works. Vidico is a Victorian corporation with offices at WeWork c/o Vidico, Lvl 7, 222 Exhibition St, Melbourne VIC, 3000.

As payment of our initial invoice the COMPANY confirms that it unconditionally understands and agrees with Vidico’s terms of service below:

1. SERVICES AND COMPENSATION

1.1 CONTRACTOR agrees to perform services that will result in the creation a live-action brand video otherwise known as (the “Work”) and be compensated by the COMPANY. Payment is due from the COMPANY within seven (7) days of invoice. COMPANY agrees to submit a initial investment amount equivalent to 60% of the project total before the created works are set to begin, and the remaining 40% upon COMPANY acceptance of final work and before final handover of creative materials takes place.

1.2 COMPANY is entitled to request two rounds of revisions, to be submitted to CONTRACTOR within 7 business days after initial receipt of the WORK. A round has a limit of 10 change requests. A change request is classified
as a modification to the agreed storyboard. Complete frame changes do not come under the classification of modification, and will be seen as an extension to the scope of work. CONTRACTOR will complete any and all requested revisions within 7 business days that adhere to original work scope set in the script and storyboards stages. Post these changes, the work shall be considered completed and final. The WORK’s production schedule is a speculative approach based on goals and milestones and cannot be seen as a literal representation of project delivery, therefore neither the CONTRACTOR or COMPANY is entitled to further compensation should the final submission date fall beyond the proposed sign-off date.

1.3 In the event that the CONTRACTOR is engaged by the COMPANY beyond the rounds of included revisions to perform any act or execute any further work, the COMPANY recognises that the CONTRACTOR must be compensated by $100.00 (AUD) per hour for each hour or portion thereof spent at the request of COMPANY in the performance
of required acts. The amount of revisions for each stage are stated on page two of the proposal: Proposed Process page.

2. INTELLECTUAL PROPERTY RIGHTS AND ASSIGNMENT

2.1 Contingent upon full payment, CONTRACTOR will assign ownership and hereby does assign ownership of the Work to COMPANY, including all derivative works therefore, throughout the world, including but not limited to all rights of copyrights, the right to grant and/or license any part of all of these rights to third parties, and all rights to the title of the Work. The CONTRACTOR agrees to not publish, share or disclose contents of the work without requesting and receiving written consent from the COMPANY prior to its use, including a description of how the work will be used.

2.2 CONTRACTOR hereby acknowledges and agrees that the Work shall be, to the extent permitted by law, deemed to be a work for hire, with the copyright automatically vesting in COMPANY. To the extent that the Work is not a work for hire, CONTRACTOR hereby waives any and all “moral rights” in such writings and works and agrees to assign, and hereby does assign, to COMPANY all of CONTRACTOR’s right, title, and interest, including copyright, in the Work.

2.3 Without limiting the generality of the foregoing, CONTRACTOR shall, at any time during or after engagement
with COMPANY, at COMPANY’s request, execute specific assignments in favour of COMPANY (or its nominee) of CONTRACTOR’s interest in the Work and execute all papers, render all assistance, and perform all lawful acts that COMPANY considers necessary or advisable for (a) the preparation, filing, prosecution, issuance, procurement, maintenance, or enforcement of trademarks, copyrights, and other protections, and any applications for any of the foregoing, within Australia or in any foreign country for the Work and (b) the transfer of any interest CONTRACTOR may have therein. CONTRACTOR hereby appoints each of the current and future officers of COMPANY as CONTRACTOR’s attorney-in-fact during such time as each is an officer to COMPANY to execute documents on behalf of CONTRACTOR for this purpose.

3. TERMINATION FEES

3.1 This Agreement terminates automatically in the event of (1) bankruptcy or insolvency of either party; (2) sale of the business of either party.

4. PRODUCTION DATE CANCELLATIONS

4.1 The COMPANY may wish to delay, suspend or cancel a set video production date. Each of these outcomes — if requested 48 hours prior to the scheduled shoot date, will incur a reasonable cancellation fee between $400 to $1,900 (AUD) as to be compensated by the COMPANY to the CONTRACTOR. The exact amount will be determined by the CONTRACTOR due to the unique requirements and production resources that must be cancelled.

5. PROJECT CANCELLATIONS

5.1 The initial deposit (invoice amount) made by the COMPANY to the CONTRACTOR is a non-refundable amount, allocated by the CONTRACTOR toward the pre-production process of the work.

6.REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

6.1 CONTRACTOR represents and warrants that to the best knowledge, (1) the Work created and assigned hereunder is original and has not been previously published, (2) the Work does not contain any scandalous, libellous or unlawful matter, and (3) CONTRACTOR has all rights necessary to assign the Work to COMPANY free of any encumbrances or any claims by other third parties. CONTRACTOR shall indemnify, defend, and hold harmless COMPANY, its officers, directors, agents and employees, from and against any and all losses, claims, demands, suits, actions, proceedings and expenses (including reasonable attorney fees) arising out of any claim by any third party concerning material(s) contained in or omitted from the Work, or arising out of any of the above warranties and representations.

6.2 COMPANY shall indemnify, defend, and hold harmless CONTRACTOR, its officers, directors, agents and employees, from and against any and all losses, claims, demands, suits, actions, proceedings and expenses (including reasonable attorney fees) arising out of any claim by any third party related to COMPANY’s use of the Work.

7. COMPLETE AGREEMENT

7.1 This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes and cancels all previous written or oral understandings, agreements, negotiations, commitments, or any other writings or communications in respect of such subject matter. No modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing, specifically referring hereto, and signed by both parties.

8. SEVERABILITY

8.1 The provisions of this Agreement shall be severable, and if any portion of this Agreement shall be held or declared to be illegal, invalid or unenforceable, such illegality, invalidity, or unenforceability shall not affect any other provision hereof, and the remainder of this Agreement, disregarding such portion, shall continue in full force and effect as though such portion had not been contained herein.

9. GOVERNING LAW

9.1 This Agreement shall be deemed to be made in the State of Victoria, and shall be governed by and interpreted in accordance with the laws of the State of Victoria.

10. WAIVER

10.1 The waiver by either of the parties to this Agreement of any breach of any provision hereof by the other party shall not be construed to be either a waiver of any succeeding breach of any such provision or a waiver of the provision itself.

11. HEADINGS

11.1 The Section headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of this Agreement or of any particular Section.

12.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original,  but all of which collectively shall constitute one and the same instrument.

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