Video Production Agreement

Terms & Conditions

This Video Production Agreement (this “Agreement”), dated as of the “Effective Date”, is between (“Service Provider”) and (“Client”) 

Service Provider and Client are sometimes individually referred to as “Party” and collectively referred to as the “Parties”.

WHEREAS, Video Service Provider and Client desire to establish a non-exclusive strategic agreement whereby Social Video

LLC., DBA Social Paragon will put a dedicated professional Video Producer on reserve to assist Client in all their video content creation needs, including planning, scriptwriting, storyboarding, casting, location scouting, filming, editing, quality control, revisions, and final delivery of video content as requested by Client. 

This agreement may be modified from time to time in the form of a written instrument signed by both Parties (an “Amendment”). The

terms of any Amendment executed during this Agreement will be subject to the terms of this Agreement unless otherwise stipulated

in the Amendment.

1. SCOPE OF ACTIVITIES: The Parties will undertake the activities listed in Appendix A. The Parties acknowledge that

their respective obligations to undertake the activities listed in Appendix A serve as good and valuable consideration for this

Agreement with the following defined and outlined terms and conditions:

A. Filming Time Allowance: Is the amount of time given to the client each month of filming  time. This time

allowance is for the videographer’s time for work performed at the business or filming location 

B. Filming Credit (roll-over): If the client doesn’t use the filming time allowed for the month, then the filming time allowance

not used will be credited for use on any following months for a maximum of 8 months of accumulated filming time credit

still available for use (Filming Time Available).

C. Filming Time Available: Is the total amount of filming time allowed each month plus any roll-over credit from filming time

allowance not used.

D. Filming Time Used: The filming time used starts from when the videographer arrives on location (filming/business

location) to the time the videographer leaves the location. Any time the videographer spends at the business or filming

location for meetings, filming, or for any other reason will take away from the Filming Time Available.

E. Retainer: The monthly retainer fee is paid by the Client for having a Video Producer on reserve that can assist with Clients video content creation needs. The monthly retainer fees do not guarantee an outcome or final product. The client understands that the dedicated Video Producer is shared with other businesses and the Video Producer is on reserve for the purpose of creating regular professional video content with a team of videographers, writers, actors, and editors, for this reason the monthly retainer fee is not

refundable.

F. Refunds: No refunds will be given even if the available filming time has not been used. The funds paid are for the service

provider to obtain and put a dedicated Video Producer on reserve for the client as a part of their internal team. Even if the client does not use the services of the Video Producer during any given month, the client is still obligated to pay the monthly retainer fees for the Video Producer that has been put on reserve, however, any time not used will be rolled over for the following months for a

maximum of 8 months.

G. Service Cancellation: If a client cancels service,then all work being performed on videos will stop immediately on the day of cancelation, including but limited to current video, creative or social media projects, videos currently being edited, any scheduled filming, or any further work.  Client will lose any accumulation of filming time available and no further service will be provided. No refunds will be issued.

H. Appointment Cancellation: No cancellation fees will be issued if Clients have to cancel their video shoot appointments

before the day of filming.

I.Same-Day Cancellations: If client cancels filming on the same day as the video shoot, then the time scheduled for that shoot will be deducted from the client’s available time allocated as if the shoot was done.

J. Filming No-Show: If client does not show up for a scheduled shoot, then the time scheduled for that shoot will deduct

from the client’s available time allocated. A client’s video shoot is considered a no-show if the videographer is on location

for at least 30 minutes without hearing from the client.

K. Studio Rental: If filming will be conducted in a professional filming studio, then the client would be responsible for

arranging the booking of that studio and paying for studio rental as well as any additional filming equipment required.

Clients are to work with their Video Producer to make any studio filming arrangements at the Client's expense. Service

Provider does not cover the cost or schedule the bookings for a studio or cover the extra cost for video equipment and it is

the responsibility of the Client to book and pay for these extra services if needed.

L. Client Late for Filming: If client is more than 15 min late for filming at the filming location then available filming time will still be deducted as if filming time was being used.

M. Videographer Late for Filming: If the videographer is more than 15 min late for filming at the filming location

then filming time available will be increased by 1 hour upon Client’s request.

N. Dedicated Video Producer: Video Producer may select a videographer based on their filming talents, equipment, and experience in order to provide Client’s with the best video content possible.

O. YouTube Channel Design & Setup: The Video Producer will setup and design Client’s YouTube Channel upon request

from the Client. The Video Producer may also upload their videos onto the channel upon request. Service Provider is held harmless from any videos that may be taken down due to YouTube Channel policies and it is the responsibility of the client to know the YouTube policies prior to posting video content on YouTube or other social media channels.

P. Video Strategy Meeting: video strategy session may be conducted with the Video Producer to plan out the

videos the Client would like created. 

Q. Video Editing: Even if Client chooses an “Editing-Only Plan” or a “Filming + Editing Plan” All video editing services are included in the monthly retainer and client can request unlimited videos to be created out of any professional footage, cellphone footage, stock footage, or past footage. All videos are completed one project at a time unless the plan states otherwise.

R. Revisions: All revisions are included in the retainer and are unlimited until the video meets the client’s expectations . No new projects will start unless the previous project has been approved by the client. If the client initiates progress on a new project before approving the previous project completion, the client assumes responsibility for its last completed state. 

S.  Reshoots: If the client needs a reshoot due to the service provider’s error, then that reshoot will be conducted without

taking from the client’s filming time available. If the Client needs a reshoot due to the client’s error, then that reshoot will

take from the client’s filming time available.

T. Corrupt file: Client will hold service provider harmless for any corrupt video or audio files. If the filming was an important

event of the client’s, then service provider will issue available time credit equal to 2x the filming time used for the event

upon the Client's request.

U. Videographer Travel: The filming from the videographer covers a 20-mile radius of the videographers location and any travel

outside of that 20-mile radius from the business location will be charged an additional fee of $2.00 per mile outside the

mile radius going to the filming location plus returning from the filming location.

V. Over-Time Fee: If the client’s filming time available has been used up and they will need to go into over-time, then the

Clients will be billed an additional $495 per hr at the filming location over-time fee

W.  Additional Fee invoicing: The additional fees for videographer travel, filming after hours, and over-time fees, will be sent

as a separate invoice to the client.

X. Pause Retainer: Clients have the option to pause their retainer for up to 3 months total per year. At that time, the Service Provider will stop any performance on video work, clients will not be charged during that time, and clients will not lose accumulated filming time. However, clients may not use any accumulated hours during their paused period.  Once the specified 1-3 month pause has passed, payment will resume automatically at the previous specified rate on the next billing cycle. Video work will continue and clients will be able to use any current or accumulated hours.

Y. Upgrading or Downgrading Retainer: Clients may at any time upgrade or downgrade their current retainer without affecting any current projects or accumulated hours. Any adjustments made to their current retainer will take effect on the next billing cycle. 

2. LICENSES: Client grants to Service Provider a non-exclusive, non-transferable, royalty-free license to use Client's trade

names, trademarks, logos and service marks (collectively Marks) in connection with the videos created for Client. Service Provider

shall not use any of Client's Marks for any purpose without first obtaining the prior written advance consent of Client. Service

Provider will not alter or permit alteration of or remove or modify or permit removal or modification of, any of Client's, or other

identifying marks placed by Client or its agents on the videos created or associated documentation or literature, without Client's prior

written approval. Except as specifically provided in this Agreement, nothing in this Agreement shall confer upon Service Provider

any right, title or interest in any of the Marks or goodwill of Client. Service Provider acknowledges that Client's Marks and any related goodwill are the sole and exclusive property of Client, and Service Provider agrees not to (or cause a third party to) contest the rights of Client in Client's or to use any confusingly similar marks, works or symbols. At no time during or after the term of this

Agreement shall Service Provider challenge or assist others to challenge Client's Marks or the registration thereof or attempt to

register any trademarks, marks or trade names that are in any way confusingly similar to Client's Marks. Client acknowledges that it retains ownership of all its Marks and other intellectual property rights that are licensed to it. Service Provider acknowledges that its utilization of Client's Marks will not create in it, nor will it represent it has any right, title or interest in or to Client's Marks other than the express and limited right to use Client's Marks on Service Providers Website granted under this Agreement. The goodwill from on Service Providers use of Client's Marks, if any, shall accrue solely to the benefit of Client. Service Provider agrees that it shall cease using Client's Marks immediately upon request, and in no event shall this license survive the term of this Agreement

.

3. VIDEO COPYRIGHTS: Client owns all proprietary rights in and to copyrightable and/or copyrighted video content created

by the Service Provider described in this agreement. The copyrighted works will collectively be referred to as “Works”. Client owns all rights in and to the Works created by Service Provider for Client, which are not transferred herein, and retains all common law

copyrights and all federal copyrights which have been, or which may be, granted. Client agrees to grant and authorize Service

Provider with a license authorizing the use of the Works created for Client.

4. TERM AND TERMINATION: The term of this Agreement shall be stated in Appendix A  unless

terminated earlier pursuant to the provisions of this Agreement. The Signed Date shall be the date when Client’s Allowable Filming

time will begin to accumulate. Thereafter, the term will automatically renew for successive terms stated in Appendix A  without notice.

a. Termination for Cause. If either Party materially defaults in the performance of any provision of this Agreement, and such default

is not cured within 30 days after the non-defaulting Party gives the defaulting Party written notice of such default, then the

non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting

Party.

b. Termination for Convenience. Service Provider or Client may terminate this Agreement for any reason at any time after the

Term stated in Appendix A with 30 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder.

c. Effect of Termination. Termination shall relieve either Party of any obligations incurred prior to the termination. Upon

termination, Service Provider agrees to 

(i) cease all video production, editing, and video content creation for Client's services;

(ii) cease all use of Client's technology and Marks;

(iii) is given the right to cancel any of Client's accumulated Filming Time Available that may not have been used.

5. WARRANTIES; DISCLAIMER.

a. Warranties. Each Party represents and warrants to the other that:

i. it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;

ii. the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound;

iii. when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms;

iv. such Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.

b. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES, AND EACH PARTY HEREBY

DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND

SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT,

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF

DEALING OR COURSE OF PERFORMANCE.

6. CONFIDENTIALITY.

a. Protection of Information. The parties may provide each other with confidential information and trade secrets, including without

limitation, information on their respective organization, business, finances, personnel, services, systems, pricing structure,

proprietary products and processes, transactions and/or business relations (collectively, the "Information"). The term "Information"

shall not include 

(i) information available to the public through no fault of the other Party, 

(ii) information which the other Party already had knowledge of, or 

(iii) information which has become part of the public domain through no fault of a Party. Each Party

agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other's information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis, provided that, such party shall be liable for the acts of any third party who obtains the Confidential Information from such party. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.

b. Injunctive Relief. Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a

manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by

monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be

entitled to see an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party

may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.

c. Survival. This Section 8 will survive the termination or expiration of this Agreement.

7. PUBLICITY. The Parties will cooperate to create appropriate public and promotional announcements or press releases

relating to the relationship set forth in this Agreement. All public announcements by one Party which mention the other Party, but

specifically excluding announcements which simply mention one Party as a customer or strategic video content creator of the other

Party, shall be subject to prior review and approval, which shall not be unreasonably withheld or delayed.

8. MISCELLANEOUS.

a. Notices. All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to

the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier

service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in

writing of a change in address, in which case notice will be sent to the new address).

b. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the

transactions contemplated and supersedes any and all prior or contemporaneous oral or written representation, understanding,

agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any

warranties, representations, assurances, or inducements not expressly set forth herein.

c. Waiver. No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective,

except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the

specific instance and for the specific purpose stated in such writing.

d. Force Majeure. Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any

cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster,

act of God, war, armed conflict, labor strike, lockout, or boycott, provided that the Party relying upon this section (i) shall have given

the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps

reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based;

provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in

the aggregate, either Party may immediately terminate this Agreement.

e. Headings. The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in

no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate.

Such headings are not part of this Agreement and shall not be given any legal effect.

f. Amendments and Severability. No amendment or modification of this Agreement, nor any waiver of any rights, will be effective

unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any

other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a

court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the

remaining provisions contained shall not, in any way, be affected or impaired thereby.

g. Assignment. This Agreement shall be binding upon and inure to the benefit of each Party's successors and assigns. Neither

Party may assign this Agreement, in whole or in part, without the other Party's prior written consent; provided, however, that the sale

of any portion of the assets of either Party, or any of its subsidiaries, its acquisition by merger into another company, shall not be

deemed an assignment of this Agreement by such Party. Provided further, that the Party to be sold or acquired in accordance

with the previous sentence must provide written notice to the other Party of any such sale or acquisition within forty-five (45)

calendar days of the closing. Any attempt to assign this Agreement other than in accordance with this provision shall be null and

void.

h. Independent Contractors. The Parties to this Agreement are independent contractors. Neither Party is an agent, representative,

or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or

incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to

create an association, joint venture, partnership, franchise, sales, representative or employment relationship between the Parties or

to impose any partnership obligation or liability upon either Party. Each Party shall bear its own costs and expenses in performing

this Agreement.

i. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without

reference to conflicts of laws or choice of laws rules. All legal actions relating to this Agreement shall be brought in the state or

federal courts located in the State of Utah.

j. Non-Exclusive Arrangement. The Parties understand that this Agreement is not an exclusive arrangement between the Parties.

The Parties agree that they are free to enter into similar transactions as set forth in this Agreement with other entities and that the

Parties may directly or indirectly solicit customer referrals via other channels under terms that may differ from the terms and

conditions set forth herein.

k. Construction. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be

construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to

reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and

effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this

Agreement.