This Agreement is effective as of the date set above by and between Media Design Imaging and its associates, aka MDI (hereafter referred to as the “Production Companies”) and by the name/address listed above, serving in the capacity as Cast/Crew/Producer (hereafter referred to as the “Contractor”) for the project named above on title, here in referred to as The Picture.
In the event of the Contractor’s death or total incapacity, “Contractor” means the Contractor’s heirs, devises, beneficiaries, trusts, assignees. “Production Companies” includes the licensees, assignees, future owners, or other acquirers or successors-in-interest of The Picture.
The Contractor agrees that he/she is legally bound by this Agreement, and further pledges that he/she will use his/her best efforts in performing and participating in the completion of the Picture. The Contractor will be available to perform any of the duties assigned to him/her in the completion of the Picture on the days and at the times assigned and specified by the Production Companies. Further warranties and representations by Contractor are set out in the Standard Terms and Conditions, attached to and expressly made a part of this agreement.
The Contractor agrees he/she will use the best of his/her knowledge to follow the guidelines set forth by the Federal, State, City, and MDI protocols for safety during the Covid-19 time, and that the cast/crew working on this production have done their best to make sure protocols been followed and The Contractor further hold harmless the cast/crew of the production from any illness that may arrive after the production, knowing full heartily that The Contractor may have gotten ill from places that aren’t related to this production.
The Contractor acknowledges that contagious nature of COVID-19 and voluntarily assume the risk that The Contractor may be exposed to or infected by COVID-19 by being on set for filming and that such exposure or infection may result in personal injury, illness, permanent disability, and death. The Contractor understand that the risk of becoming exposed to or infected by COVID-19 on set for our feature film Wu Lin - The Society may result from the actions, omissions, or negligence of myself and others, including, but not limited to Media Design Imaging, Producers, cast/crew all other contracted workers and associates.
The Contractor voluntarily agree to assume all of the foregoing risks and accept sole responsibility for any injury (including, but not limited to, personal injury, disability, and death), illness, damage, loss, claim, liability, or expense, of any kind, that The Contractor may experience or incur in connection with my participation in the feature film Wu Lin - The Society (“Claims”).
The Contractor hereby release and forever discharge Media Design Imaging, its producers, its associates, volunteers, cast and crew, and independent contractors from any and all claims.
On The Contractor behalf, or on behalf of the minor, The Contractor hereby release, covenant not to sue, discharge, and hold harmless Media Design Imaging, its associates, its volunteers, agents, and representatives, of and from the Claims, including all liabilities, claims, actions, damages, costs or expenses of any kind arising out of or relating thereto. The Contractor understand and agree that this release includes any Claims based on the actions, omissions, or negligence of the studio its employees, agents, and representatives, whether a COVID-19 infection occurs before, during, or after participation in filming.
The Contractor hereby grants to the Production Companies and to its licensees, assignees, and other successors-in-interest, all rights of every kind and character, in perpetuity, in and to the Contractor’s performance in the motion picture (as actor or crew), performance in exercising job duties, appearance, likeness, name and/or voice (the “Performance”) in connection with The Picture which is based on the script by writer commissioned by the Production Company, as further set out in detail in the Standard Terms and Conditions, attached to and expressly made a part of this agreement.
The Contractor agrees that he/she is fully aware that powerful lights draw potentially harmful or even lethal electrical current, and other dangerous situations are possible throughout production shoot dates, and agrees to take reasonable precautions, as with any positions, electrical appliance, to safeguard him/herself, as well as the wellness and safety of other participants, while on location for the production of The Picture. Further warranties, indemnities and hold harmless agreements by the parties are contained in the Standard Terms and Conditions attached to and expressly made a part of this agreement.
The Contractor understand and agree that Media Design Imaging and it's associates, do not provide insurance to cover cost of damages to The Contractor's property and that Media Design Imaging strongly recommends that The Contractor carry his/her own health, medical and property insurance for purposes of potential losses in related to this project.
The Contractor hereby authorizes the Production Companies to photograph, videotape, film and record (including but not limited to film, tape, or any other medium), the Performance, rehearsals, and audition(s) for the Performance; to edit the same at its discretion and to include it with the performances of others and with sound effects, special effects, digital effects and music; to incorporate the same into the Picture, trailers, posters or other materials or programs related to the Picture; to use and to license others to use such records and photographs in any manner or media whatsoever, including without limitation unrestricted use for purposes of publicity, advertising and sales promotion; and to use my name, likeness, voice, biography or other information concerning the Contractor in connection with the Picture and for any other purpose associated with the Picture. The Contractor further acknowledges that the Production Companies own all rights to the Picture, as further set out in detail in the Standard Terms and Conditions attached to and expressly made a part of this contract.
The Contractor agrees to participate in marketing efforts to help promote The Picture before, during and after the movie has been released. Helping creating a buzz to further the success of The Picture.
The Contractor understand that at any time The Contractor will have the ability to withdraw his/her consent and understand that in doing so The Contractor will be asked to leave the premises of the film set.
The Production Company shall compensate the Contractor for the Performance with a total of 5% (deferred) in U.S. Dollars total to be paid from the net profit earned from monies received from the Production Company from all distribution and exploitation of the Picture (including Picture trademarks, service marks, logos, slogans, likenesses, names, voice, or dialogue), including royalties, dividends, or payments of any kind arising from theatre, television, video, CD, DVD, or internet distribution and exploitation. Net profits is considered any remaining balance after all associated debts (marketing, distribution, publicity, promotion, printing, postage, investors, Production Company, etc). Net profits shall be determined in accordance with generally accepted accounting principles.
STANDARD TERMS AND CONDITIONS
WORK FOR HIRE/ASSIGNMENT OF RIGHTS: The Production Companies shall be the sole owner of all results and proceeds of Contractor’s services including, but not limited to, ideas, scripts, storyboards, treatments, video, music (master recording, public performance, and music synchronization), graphics, animations, programs, outtakes, synopses, business plans, on air and voice over work, and all other property rights (“Results and Proceeds”) and all such Results and Proceeds shall be deemed a “work-made-for-hire” for Production Companies within the meaning of the United States copyright law. Contractor acknowledges that this Agreement represents a complete buy-out by Production Companies from Contractor with respect to all rights in Contractor’s services and all Results and Proceeds. As a buy out, Contractor shall have no rights of any type or nature whatsoever in or to the Results and Proceeds, nor shall Contractor be entitled to any royalty, commission or other payment with respect to Production Companies’ exploitation of the Results and Proceeds. In the event this Agreement is not deemed a work-made-for-hire or, if for any reason, any Results and Proceeds can not be owned as a buy out by Production Companies without an assignment of rights, Contractor hereby assigns any and all copyrights, trademarks, trade secrets, patents and other rights in and to all Results and Proceeds to Production Companies throughout the world in perpetuity together with all assignment extensions, renewals and revivals.
RIGHTS APPLICATIONS: Contractor agrees that Production Companies shall have the exclusive right, but not the obligation, to file applications for copyright, trademark, patent, and other protections throughout the world to protect Production Companies’ rights in the Results and Proceeds and that Contractor shall, upon the request of Production Companies, perform such legal acts and execute and deliver to Production Companies any such documents, applications and assignments reasonably requested by Production Companies to secure, enforce and protect Production Companies’ rights in the Results and Proceeds.
WARRANTIES: Contractor represents and warrants to Production Companies as follows:
Contractor is fully authorized to enter into and perform its obligations under this Agreement.
Exploitation of the Results and Proceeds by Production Companies in any manner throughout the world, in perpetuity will not infringe on any rights of any third party including, but not limited to, copyright, trademark, unfair competition, contract, defamation, and privacy or publicity rights.
INDEMNITY: Contractor shall fully defend, indemnify and hold harmless Production Companies, its subsidiaries, affiliates and their officers, directors, agents, employees, sponsors, and television or other exhibitors (collectively, “Indemnified Parties”) against any and all claims, actions, losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees) arising out of the actions of Contractor or breach of any warranty, representation or other provision of this Agreement by Contractor.
SURVIVING OBLIGATIONS: The parties’ representations, warranties and indemnity shall remain in effect following the termination or expiration of this Agreement.
CONFIDENTIALITY: Contractor agrees not to disclose to any third party the terms of this Agreement or anything related to its terms (except to its employees as necessary to affect the purposes of this Agreement).
ASSIGNMENT: Contractor may not assign this Agreement or any of its obligations to any third party, it being understood that Contractor’s services are unique and non-fungible in nature, without permission from Production Companies. Production Companies may freely assign this Agreement to any party.
RELIANCE: Contractor acknowledges and understands that the Production Companies are relying upon the promises made by Contractor hereunder in connection with the pre-production, production, and post production and exploitation of the film. Upon signing this contract, Contractor agrees to be available for rehearsing, and shooting days as mentioned in previously sent email documentations. (Production Companies will notify the location, time and dates 2 weeks or more prior to the rehearsing/shooting dates). If by chance Contractor cannot fulfill its promise to Production Companies, Contractor is responsible for notifying Production Companies at least 72 hours in advance and for finding a suitable replacement.
TERMINATION: In addition to any other rights it may have at law or equity, Production Companies shall have the right to terminate this Agreement for cause (i.e. a breach by Contractor) provided such Breach is not cured by Contractor within five (5) days after written notice is provided to him/her. Production Companies shall have the right to terminate this Agreement without cause upon ten (10) days prior written notice provided that, upon termination, unless otherwise agreed to in writing by the Production Companies, the Contractor will receive no compensation in the event that the Contractor does not complete the Performance.
MISCELLANEOUS: Force Majeure. Neither party shall be liable to the other in the event of a force majeure including, but not limited to, strike, equipment failure, change in law, fire, earthquake, or any other cause which is beyond a party’s reasonable control (“Force Majeure”). Production Companies shall have the right, but not the obligation, to terminate this Agreement without any further obligation to Contractor in the event of a force majeure which lasts for a period of ten (10) consecutive days or fifteen (15) days in aggregate.
No Implied Waiver: No failure or delay in exercising any right or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right or privilege.
No Violation of Law (Severability): If any provision of this Agreement shall be deemed invalid or unenforceable as written, it shall be construed, to the greatest extent possible, in a manner which shall render it valid and enforceable.
Choice of Law and Submission to Jurisdiction: This Agreement shall be governed by applicable federal law and by the laws of the State of Ohio applicable to contracts entered into and to be wholly performed within the State of Ohio. Contractor and Production Companies hereby submit and consent to personal jurisdiction in the State and federal courts located in the County of Cuyahoga, State of Ohio.
Remedy at Law: Contractor acknowledges and agrees that in the event of a breach by Production Companies it may be adequately compensated at law and hereby waives any right it might otherwise have to equitable or injunctive relief.
Independent Contractor: Contractor acknowledges and agrees that Contractor is an independent contractor and that Contractor’s employees and agents, if any, are not employees or agents of Production Companies for any purpose including, but not limited to, federal, state or local withholding or employer taxation obligations. Contractor shall assume responsibility for obtaining workers compensation insurance and all other required insurance and coverage for its employees and agents.
Paragraph Headings: Paragraph headings contained in this Agreement are for convenience and shall not be considered for any purpose in construing this Agreement.
Non-Union Agreement: Contractor’s services hereunder are being rendered pursuant to this non-union agreement. The parties acknowledge and agree that this Agreement, Contractor’s services and the Results and Proceeds shall not be subject to the terms of any collective bargaining agreement. Contractor further acknowledges that Production Companies is not a signatory to any collective bargaining agreement.
This Agreement, including the Standard Terms and Conditions attached to and expressly made part of this agreement, constitutes the entire agreement by and between the Contractor and the Production Company and supersedes any and all prior contracts, understandings, negotiations, and agreements with respect to the Production Company and the subject matter hereof, whether oral or written