CONTRACT

Post-Production Sound Services Agreement

This agreement outlines the terms and conditions between Sweet Spot Sound Inc. ("Company") and the Client, as described in the proposal ("Bid"). By accepting this agreement, the Client agrees to the terms outlined below, including those in the Bid and any attached documents.

1. Scope of Work & Schedule

• Deliverables: The Company will provide the completed work ("Deliverables") in formats specified by the Client, as per the agreed-upon schedule ("Production Schedule"). This schedule may be adjusted with written consent from both parties.

• Quality & Standards: The Deliverables will meet industry standards for sound design, mixing, synchronization, and other artistic elements, as specified in the Bid.

• Additional Deliverables: If the Client requests more work beyond the agreed Deliverables, additional fees will apply, subject to mutual agreement.

• Payment: No work will begin until the Client has made the initial payment or provided a verified purchase order, as specified in the Bid.

2. Relationship Between the Parties

• The Company operates as an independent contractor. Its staff is not employed by the Client.

3. Responsibilities of Each Party

Client's Responsibilities:

• Provide Materials: The Client must supply all necessary materials (scripts, assets, music, AAFs etc.) on time and in a usable format.

• Rights and Clearances: The Client is responsible for securing rights and permissions for all materials provided, ensuring no infringement of third-party rights.

Company's Responsibilities:

• The Company will perform the services as outlined in the Bid, ensuring high-quality work and adherence to legal and technical requirements.

• The Company will provide the necessary personnel and resources to complete the work on time.

4. Ownership of Work

Client's Ownership:

• Once payment is made in full, the Client owns the final product (the "Results and Proceeds"), including copyrights, for all uses worldwide. This excludes third-party intellectual property or Company-owned materials.

Company's Retained Rights:

• The Company retains ownership of any pre-existing materials, tools, or intellectual property used in the work, including software, technologies, sound effects and methods developed outside this project.

5. Confidentiality

• Confidential Information: Both parties may share confidential business or technical information. This information must only be used to fulfill the terms of the Agreement and protected with reasonable safeguards.

• Exceptions: Confidentiality does not apply if the information becomes public, is disclosed by a third party, or is required by law.

6. Bid and Changes

• The Company provides a Bid detailing the services and costs. This is a fixed price, unless the Client requests changes. Any changes will result in additional costs, which must be approved by the Client before proceeding.

• Payment for Changes: Additional costs for changes will be due with the final payment, or as agreed upon.

7. Warranties

Company's Warranties:

• The Company has the right to enter this Agreement and will perform the services professionally, meeting legal and industry standards. No additional warranties are given.

Client's Warranties:

• The Client confirms it has the rights to all materials provided and that the Company’s use of those materials won’t infringe on third-party rights. The Client is also responsible for paying any applicable union fees.

8. Delivery

• Delivery of Work: The Deliverables are considered delivered once the Company provides the final product (e.g., files, tapes, digital formats) to the Client or a third party. Once delivered, the Company’s obligations are complete.

9. Payment Terms

• Payment Schedule: The Client agrees to pay the fees outlined in the Bid. Late payments will incur interest (prime rate + 2% per month).

• Suspension of Services: If payment is overdue, the Company can suspend work or withhold Deliverables until payment is made.

• Collection Costs: The Client will be responsible for any collection costs, including legal fees, if payments are not made on time.

  12. Indemnification

  Company's Indemnification:

  • The Company will defend and hold harmless the Client from any claims or damages arising from the Company's breach of the Agreement.

  Client's Indemnification:

  • The Client will defend and hold harmless the Company for:

    • Issues related to the exploitation or marketing of the Work.

    • Any breach by the Client of its obligations under the Agreement.

    • Any risks or restrictions the Company was informed of but the Client chose to ignore.

    • Negligence or misconduct by the Client or its agents.

  13. Limitation of Liability

  • No Indirect Damages: Neither party is liable for incidental, indirect, or consequential damages (e.g., lost profits, data loss, business interruptions).

  • Liability Cap: The total liability of the Company is limited to 50% of the total fees paid by the Client under the specific Bid.

  • Time Limits: Any claims must be made within one year of the issue arising.

  14. Tax Liability

  • The Client is responsible for paying any sales or use taxes related to the Work, in addition to the amounts specified in the Bid. The Client will indemnify the Company against any losses related to taxes that are not paid.

  15. Insurance

  Company's Insurance:

  • If the Company is responsible for providing insurance, the coverage includes:

    • Workers' Compensation and Employer’s Liability.

    • General Liability ($1 million).

    • Automobile Insurance ($1 million).

    • Umbrella Liability ($4 million).

    • Errors & Omissions Liability ($1 million per occurrence, $3 million in total).

    • Group Travel Accident insurance for union requirements.

  • The Company will provide proof of insurance upon the Client's request.

  Client's Insurance:

  • The Client must obtain and maintain production and professional liability insurance for intellectual property infringement related to the Work.

  • Additional Insurance: If special coverage is needed, the Client will be responsible for those costs.

  16. Cancellation & Postponement

  • Cancellation Fees:

    • 21-27 days before the start date: 25% of the job cost.

    • 14-20 days before: 50% of the job cost.

    • 7-13 days before: 75% of the job cost.

    • 1-6 days before: 100% of the job cost.

  • Postponement: If the Client wants to reschedule, both parties will negotiate additional fees.

  • Force Majeure: If the Company can't provide services due to events like COVID-19 or other force majeure events (e.g., weather, natural disasters), it won't be considered a breach of this Agreement.

  • Non-refundable Time: Any reserved post-production time (e.g., editing) is non-cancellable and non-refundable.

  17. Contingency Days

  • Contingency Day: This is a day added to the production schedule if something outside the Company's control prevents the work from happening (e.g., weather, illness, force majeure).

  • Client Responsibility: The Client will cover all costs for Contingency Days, which must be approved in advance.

  • Cost: The Company will provide a "not to exceed" figure for the cost of a Contingency Day, but additional costs may apply if these days fall on weekends or holidays.

  • 18. Publicity

    • Company's Use of Work for Promotion: Unless the Client provides written instructions otherwise, the Company has the right to use the Work for its promotional purposes, including on its website and marketing materials, after the Client launches the campaign.

    • Credit in Client's Materials: The Client should make commercially reasonable efforts to credit the Company in any promotional materials or articles about the Work.

    • Competitions:

      • The Client may submit the Work to design or other competitions and must notify the Company in writing if they do.

      • If the Client chooses not to submit the Work, the Company can submit it instead, after notifying the Client.

    • Awards: Both parties agree to credit each other if the Work wins any awards.

    19. Applicable Law

    • Governing Law: This Agreement will be governed by the laws of New York, New York.

    • Jurisdiction: Any disputes related to the Agreement must be brought in the state and federal courts in New York, New York, and both parties agree to submit to the jurisdiction of these courts, waiving claims of inconvenient venue.

    20. Non-Solicitation of Employees

    • No Hiring: During the term of any Bid and for one year after final payment, neither party can hire or solicit for employment any employees or contractors of the other party who were involved in the project, unless both parties agree in writing.

    21. Continuing Offer of Services

    • No Restrictions on Other Work: Both parties can provide the same or similar services to other clients or third parties.

      • Confidential Information: However, neither party can use the other party’s Confidential Information when providing services to third parties.

    22. Entire Agreement; Modification

    • Complete Agreement: This Agreement, including the Standard Terms and Conditions, the Bid, and any attached riders or exhibits, is the complete understanding between the Company and the Client.

    • Modifications: Any changes to the Agreement must be written and signed by both parties.

    • Waivers: No waiver of any part of this Agreement will be valid unless in writing and signed by the party waiving it.

    • Severability: If any part of this Agreement is found to be invalid or unenforceable, the rest of the Agreement remains in effect.

    23. Headings

    • For Convenience: The headings in this Agreement are for reference only and do not affect the interpretation of the terms.

    24. Notices

    • Designated Representatives: Each party will designate a representative to handle communications related to the project (schedule, budget, etc.).

    • How Notices Are Given: Notices under this Agreement must be in writing and can be delivered by:

      • Personal delivery, fax, certified/registered mail, or overnight delivery.

      • Email is acceptable as long as the recipient replies to confirm receipt.

  • EXHIBIT A: BID TERMS

    • Sound Post Terms

      • Locked Picture: This bid assumes the picture is locked (final version). Any changes after the picture is locked will require additional budget.

      • Exclusions: The bid does not cover meals, shipping, travel, or outside services. A 20% surcharge will be added to all receipts for these expenses.

      • Work Hours: Standard hours are 48.6 hour work week, with meal breaks every 6 hours

      • Payment Policy:

        • Payments are Cash on Delivery (COD). Sweet Spot Sound cannot release any materials or deliverables until full payment is made.

        • Work will only begin once Harbor receives a Purchase Order (PO) from production.

      • Rental Rates: Weekly rental rates for suites and workstations are based on a 5-day work week. Daily rates are based on 1/5 of the weekly rate.

      • Overtime:

        • For Union projects, editors and stage rates will follow the MPEG Local 700 Union Overtime structure based on the current union contract.

      • ADR Sessions:

        • This contract does not include ADR

      • Legal/Administrative: Allow 5 business days for processing Lab Access Letters or any legal documents.

      • Challenges:

        • If time is challenged, the challenged producer has 24 hours to respond. After this time, the challenged time will be forfeited.