Post-Production Sound Services Agreement

1. Standard Terms and Conditions

• This contract governs any services (the “Services”) and work (the “Work) provided by

Sweet Spot Sound Inc. (“Company”) to Client as defined in the bid provided to Client by

Sweet Spot (the “Bid”). These Standard Terms and conditions, the Bid and Bid Terms

(Exhibit A), the Production Calendar (as defined below), and any riders attached shall be

collectively referred to as the “Agreement.” For the avoidance of doubt, by accepting the

terms of this Agreement, the Client agrees to the applicable project-specific terms in

Exhibit A.

2. Scope of Work & Schedule

• Deliverables: The Company will provide the complete 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.

3. Relationship Between the Parties

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

Client.

4. 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 outlines in the Bid, ensuring high-quality work

and adherence to legal and technical requirements.

5. 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.

6. 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

protect with reasonable safeguards.

• Exceptions: Confidentiality does not apply if the information becomes public, is disclosed

by a third party, or is required by law.

7. Bid and Changes

• The Company will provide a Bid outlining the Services and Deliverables before starting

the work. The price in the Bid is a “fixed price.” But the Client may request reasonable

changes during the project. Any changes may lead to additional costs, which the Company

will inform the Client about before proceeding. The Company will only make these

changes once the Client approves the extra costs, either in writing or verbally. The Client is

responsible for these additional costs, which will be due with the final payment or as

otherwise agreed in writing.

8. Warranties

Company’s Warranties:

• The Company has the right to enter this Agreement and will perform the searches

professionally, meeting legal and industry standards.

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 feels.

9. Delivery

• Delivery of Work: The Deliverables are considered delivered once the Company provides

the final product (e.g., files, digital formats) to the Client or a third party. Once delivered,

the Company’s obligations are complete.

10. 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.

11. 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.

12. 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.

13. 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.

14. Cancellation of Postponement

• Cancellation Fees:

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

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

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

• 1-6 days before the start date: 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 disaster), 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.

15. 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 costs of a Contingency

Day, but additional costs may apply if these days fall on weekends or holidays.

16. 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 material, 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.

• Awards: Both parties agree to credit each other if the Work wins any awards.17. 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.

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 weeks, with meal breaks every 6

hours

• Payment Policy:

• Payments are Cash on Delivery (COD). Sweet Spot Sound Inc. cannot release any

material or deliverable until full payment is made.

• Work will only begin once Sweet Spot Sound 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.