Definitions.
"Confidential"
Shall mean all trade secrets and confidential information in any form or media disclosed by one party to the other party provided that, to be deemed confidential information, the information, if in tangible form, must be marked or otherwise identified as being "CONFIDENTIAL" or if disclosed orally, must be identified at the time it is disclosed as constituting a trade secret or confidential information. Confidential information shall not include any information that: (i) is publicly known or available, or that becomes publicly known or available, without breach of this Agreement or any other obligation of confidentiality regarding such information; (ii) has been intentionally publicly disclosed by the disclosing party; (iii) is already in the possession of the receiving party without restriction prior to disclosure by the disclosing party; or (iv) is rightfully received by the receiving party without restriction from a third party without breach of an obligation of confidentiality.
"Raw Footage”
Any video or photographic content that is captured during any filming or photographic sessions with the client. Raw footage is the footage as it is captured in its unedited state.
“Deliverable(s)"
Are defined in the 'Services Proposed'.
"Delivery Date"
The agreed upon date of delivery or start of services as defined by the contract.
"Project File"
All files from the edit of video or photographic projects. The tools, software, techniques and other proprietary information regarding the way that Lane 4 Media & Productions, LLC edits and produces our video or photographic deliverables. The project file created by our editing process is an incredibly valuable. It contains instructions for every clip, cut, audio clip, transition and more. The project file is proprietary to Lane 4 Media & Productions, LLC.
"Standard Updates and Maintenance"
The basic updates, plugins, maintenance of links, backlinks, backend and any other programing, formatting or necessary software updates, versions to maintain a functional website.
2. Scope of Services Provided.
Lane 4 Media & Productions, LLC will provide the services listed in the Agreement, in the “Deliverables" Section.
In the event that Lane 4 Media & Productions, LLC is requested or required to perform services for a project that are not specifically provided for in the Deliverables Section ("Out-of Scope Services"), such Out-of-Scope Services and a compensation schedule therefor (the "Out-of-Scope Agreement") must be mutually agreed upon by the Parties in writing prior to the provision of such Out-of-Scope Services. Upon execution, the Out-of-Scope Agreement shall constitute an amendment to the Original Agreement.
3. Compensation for Flat-Rate Services.
If the Services are more than $5,000, then one half (50%) of this fee is payable at the time you execute this Agreement, and the balance will be payable upon delivery of the final work product.
Otherwise, (i.e., if the Services are less than $5,000), then full payment is due upon execution of this Agreement.
4. Independent Contractor Relationship.
Lane 4 Media & Productions, LLC agrees to perform the Client Services hereunder solely as an independent contractor.
The Parties recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer and employee between the parties.
5. Proprietary Rights & Maintenance.
Video Production:
Lane 4 Media & Productions, LLC will provide a full license for the Deliverables, in perpetuity.
Raw Footage belongs to Lane 4 Media & Productions, LLC.
Lane 4 Media & Productions, LLC retains full and proprietary rights and ownership over the Project File or Files.
6. Confidentiality.
Either party may be exposed to confidential and proprietary information of the other, whether or not so identified. All such confidential and proprietary information shall be kept confidential and used only for internal purposes unless written consent is granted.
7. Term and Termination.
Term.
Lane 4 Media & Productions, LLC will commence providing the Services ("Start Date") within a reasonable time after the execution of this Agreement.
The Start Date is contingent upon the Client providing all required/necessary information and resources to Lane 4 Media & Productions, LLC in a timely fashion.
Termination.
Either party may terminate this Agreement if the other party breaches or is in default of any obligation hereunder and such default has not been cured within such thirty (30) day period. Upon early termination by either party, Lane 4 Media & Productions, LLC shall retain only the funds earned for work already performed. Any amount not earned will be returned to Client on a prorated basis.
8. Notices.
All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered: (i) via email with return-receipt-requested; (ii) in person, or (iii) on the third day after being deposited in the United States mail, postage paid, addressed as follows:
Lane 4 Media & Productions, LLC:
25775 E. 1st Avenue, Aurora, CO 80018.
Client:
As listed in the signature block.
9. Force Majeure.
Neither party shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of service resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, riots, civil disturbances, insurrections, accidents, fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation or any cause beyond the control of such party.
10. Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Colorado.
11. Dispute Resolution.
Any dispute, claim, or controversy arising out of or related to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of scope or applicability of this contract to arbitrate (the “Dispute") may be mediated in good faith in Denver, Colorado by a mutually agreeable mediator.
If mediation is unsuccessful, then the parties may then (but are not required to) file a claim for arbitration with JAMS (“Judicial Arbitration Mediation Services") before a single arbitrator, with venue for the arbitration being Denver, Colorado. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules, except that the parties shall be entitled to all discovery afforded by the Federal Rules of Civil Procedure. In addition, the arbitrator shall have the right to issue provisional remedies necessary to protect the effectiveness of the arbitration proceeding and to promote the fair and expeditious resolution of the controversy including but not limited to a preliminary injunction or temporary restraining order, pending the final outcome of the arbitration trial. The parties to this agreement stipulate that any such provisional relief shall be immediately enforceable by any court having jurisdiction, and the parties hereby waive any and all rights to challenge any provisional relief issued by the arbitrator.
The prevailing party in the arbitration shall be entitled to their reasonable attorneys' fees, costs, and interest thereon.
Judgment on the final Award may be entered in any court having jurisdiction.
If any Dispute is not fully resolved by using the above dispute resolution process, then either party may institute a legal proceeding, but only within the State of Colorado.
Each party to this Agreement irrevocably consents to the jurisdiction of all Colorado state courts and the United States District Court for the District of Colorado for the purpose of any litigation which arises from or is related to this Agreement.
It is further agreed that venue for any such action shall lie exclusively with such courts sitting in Denver County, Colorado, unless: (i) Lane 4 Media & Productions, LLC agrees to the contrary in writing, or Lane 4 Media & Productions, LLC initiates litigation in another court that has personal jurisdiction over the parties.
12. Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the parties' successors and assigns.
13. Waiver.
The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
14. Entire Agreement.
This Agreement represents the entire Agreement between the parties and may not be amended, changed, or supplemented in any way except by written Agreement signed by both parties.
15. Effective Date.
This Agreement is effective as of the accepted and signed by the client.
By signing your proposal you are accepting this agreement and you acknowledge that you have read and understood the "Terms and Conditions" for Lane 4 Media & Production, LLC.