PHASE 3 STUDIOS
GENERAL TERMS AND CONDITIONS
The following terms and conditions form part of any Agreement between Phase 3 Studios, Inc. (hereafter referred to as “Phase 3”), and any person accepting any Proposals provided to them by Phase 3 (hereinafter referred to as “Client”) apply to any agreements between the parties. These terms and conditions constitute additional provisions of, and guides to interpretation of any Production Proposals made by Phase 3. In the event of a conflict in the language between these general terms and conditions and any Production Proposal Agreement provided by Phase 3, the terms of the specific Production Proposal shall prevail.
The issuance of a purchase order and/or the payment of any advance payment by Client as set forth below, shall be evidence of acceptance of the terms of any such Production Proposal Agreement of the General Terms and Conditions contained herein. Client desires to enter into such Agreement on the General Terms and Conditions contained herein for the purpose of having a film/video/audio production (hereafter called “Production”) produced for Client.
NOW, THEREFORE, in consideration of the promises and the mutual covenants of the parties hereto, it is hereby further agreed:
- Production:Phase 3 agrees to provide the necessary equipment, services and materials to complete the Production at the prices as set forth in the Production Proposal.
- Approval:Client shall have the right of approval at each stage of production, including but not limited to script, sets, photography, rough edit and final edit.
- Payment:Client agrees to pay Phase 3 the amount of money as described in the Production Proposal under the Total amount set forth in the Production Proposal.
Unless otherwise agreed to in writing, said payment shall be 50% of the Total as set forth in the Production Proposal due immediately upon entering into this Agreement 25% of the Total as set forth in the Production Proposal due immediately upon completion of principal photography or thirty (30) days from the date of acceptance of the Agreement whichever occurs first, and the balance, including any additions, shall be paid to Phase 3 upon completion of Production and delivery of a digital file copy of the Production but prior to delivery of the edited master. The edited master of Production shall be delivered to Client after receipt of final payment.
Client agrees to pay to Phase 3 a late payment fee of an amount equal to one and one half percent per month (1 1/2% per month) on any remaining balances not paid on the dates due as described above.
- Changes, Additions, Deletions:If Client requests any changes, revisions or additions which would increase any of the budgeted amounts shown in the Production Proposal, Phase 3 is not required to make any such changes, revisions, or additions until Client has agreed in writing to the additional amount to be paid for any such changes, additions or revisions. Payment for any Changes or Additions shall be made within 10 days of completion of said Changes or Additions.
- Property Rights:Any materials or work files created or provided by Phase 3 that are used to produce the Production, including camera and sound originals, remain the property of Phase 3.
Phase 3 shall have the right to use a copy or copies of the Production to be used as follows:
A. In its library for reference,
B. For demonstration purposes to other clients, and
C. Entry of the Production in festivals by Phase 3 to demonstrate and display productions that it has produced.
- Termination of Agreement:This Agreement may be terminated by a mutual written consent of both parties hereto. Upon termination Phase 3 shall stop work and shall be paid for all work done to date per the amounts shown in the Production Proposal and any changes thereto plus the total production fee as set forth in the Production Proposal. Such amount, plus any late charges as applicable, shall be paid to Phase 3 within ten (10) days after the date of any such termination.
- Indemnification: Client shall defend, indemnify and hold Phase 3 harmless from any claims or lawsuits that may arise from statements or claims made in the Production.
- Force Majeure: If the performance of Phase 3 is interrupted or delayed by any occurrence not occasioned by the conduct of Phase 3, whether that occurrence is (but not limited to) an act of God or public enemy, caused by war, riot, storm, inclement weather, talent illness or inabilities, labor disputes or strikes, earthquake, fire, flood, accidents, hurricanes, theft, sabotage, the acts of anyone not party to this agreement or any other condition or calamity that may present itself that would delay or prevent the production process beyond the control of Phase 3, then Phase 3 shall be excused from performance for whatever period of time after the occurrence is reasonably necessary to remedy, overcome or outlast the effects of that occurrence.
- Insurance:Phase 3 will provide liability insurance for any and all items under its care, custody and control with the exception that Client shall be responsible for the insurance of all items provided by Client including but not limited to products, props, locations and talent.
- Independent Contractor:This Agreement does not create a relationship of employer/employee, joint venture or partnership by and between the parties hereto. Phase 3 is an independent contractor bound to perform the duties as required by the terms and conditions of this Agreement.
- Jurisdictional:This Agreement shall be interpreted and construed in accordance with the laws of the State of California. Jurisdiction for any cause of action that has to do with any term or condition of this agreement shall be filed within the State of California, whether in a state of federal court.
- Entire Agreement: This Agreement contains any and all prior oral and written agreements, understandings, representations, covenants and warranties between the parties in regard to the Production. This Agreement may not be changed, modified or altered except by a writing signed by the parties hereto.
- Attorney’s Fees:If either party hereto must retain the services of any attorneys to enforce any term, condition or covenant of this Agreement or must file a cause of action for enforcement or collection thereof, the prevailing party shall be entitled to active attorneys’ fees, and its costs and disbursements, to prosecute said action.
