Exhibit 10.4
VIDEO PRODUCTION CONTRACT
(THE "AGREEMENT")
THIS AGREEMENT is made this 26th day of August, 2008
BETWEEN:
EASY CD YEARBOOK, INC.
NEVADA CORPORATION WITH OFFICES LOCATED AT
0000 Xxxxx Xx., Xxxxx 000
Xxx Xxxxx, XX 00000 XXX
("Customer")
AND:
MY SITE DEVELOPMENT, INC.
CANADIAN REGISTERED CORPORATION WITH OFFICES LOCATED AT
000 Xxxxxx Xx.
Xxxxxxxx Xxxx XX X0X 0X0, Xxxxxx
("Producers")
TERMS & AGREEMENTS
In consideration of the mutual covenants set forth in this Agreement,
Customer and Producers hereby agree as follows:
1. DESCRIPTION OF THE PROJECT ("SPECIFICATIONS").
Producers agree to develop the Project according to the terms listed in Exhibit
A.
1.1 FEES.
The parties agree that Producers will be compensated by Customer for its
professional services in connection with this Agreement as follows:
* Initial payment of US$4,750.
* Upon final approval from Customer on project items in Exhibit A -
US$4,750.
Total compensation for this contract is Nine Thousand Five Hundred ($9,500)
Dollars
2. RESPONSIBILITY FOR ORIGINAL MATERIAL.
Materials provided to Producers for use in fulfilling the Project ("the
Materials") may include, but are not limited to: Pictures, Film, Slides, Film,
Videotapes, Audio, Artwork, Motion Graphics, 3D Animation, Digital Media or
other source materials required for inclusion in the Project. Producers are not
responsible for lost or damaged materials and any compensation due Customer
shall extend only to the cost of replacing the Materials in their raw or stock
format. Services provided to Customer under this Agreement may include the use
of sub-contractors and third-party services. Customer agrees to indemnify and
hold Producers harmless from any and all claims for any loss, damage or delay to
the Materials or Project while in transit or in the possession of third-party
services or sub-contractors and agrees that damages shall be limited to
replacement or replacement cost of the raw original material and media provided
to Producers.
3. DELIVERY OF PROJECT.
Producers will use all reasonable efforts in the development of the Project and
endeavor to complete and deliver to Customer the completed Project in
approximately 120 DAYS, provided that payment and all requested materials and
instructions have been received by Producers from Customer. Any delay in the
completion of the Project due to actions or negligence of Customer,
transportation delays, illness, or circumstances outside the control of
Producers shall alter the delivery date. Producers will make reasonable effort
to notify Customer of any delays to the estimated delivery date as soon as
possible.
3.1 PROOFING.
Proofs will be presented for Customer approval at each stage of development. If
revisions are required, a request must be made when proofs are returned to
Producers. Reasonable edits based upon Customer's feedback will constitute
acceptable delivery unless otherwise agreed upon in writing by both Producers
and Customer. The total number of proofs provided to Customer shall number one
unless otherwise determined in the Specifications. Proofs may be provided to
Customer in formats that differ from the final output as outlined in the
Specifications. Customer acknowledges that colors, printing, quality, media type
or any other element presented in the proof to Customer may change upon final
delivery and shall not constitute a breach or material deviation from the
Specifications.
3.2 ADDITIONAL EDITING & CHANGES.
Any requested changes to the Specifications shall constitute additional editing
and incur additional charges or fees. Additional charges for editing and changes
shall be billed at $85 per hour. All additional changes must be submitted and
approved by both parties in writing by approved Contract Change form.
3.3 BACK-UPS AND COPIES OF PROJECT FILES.
Producers shall not be responsible for maintaining any copies of Project source
files, masters, materials or other media created by Producers for Customer under
this Agreement after any such materials have been turned over to Customer. It is
Customer's sole responsibility to create back-up copies of any Project files
received in order to preserve the integrity of their Project files and protect
against unforeseen loss.
3.4 REPRODUCTION OF PROJECT. (Check all that apply)
Upon successful completion of all compensation terms and outstanding balances
owed to Producers,
X Customer is granted full and unlimited reproduction rights to the Project.
__ Customer is granted a one-time, limited use reproduction right for the
Project in exchange for the compensation paid to Producers. Project shall
not be reproduced in any format without the written consent of Producers.
__ Producers retains the right to reproduce the Project in any form for
marketing, future publications, competitions or other promotional uses.
Producers shall at no time reproduce the Project for use in commercial
means or for-profit use.
4. OWNERSHIP OF MASTERS, MEDIA AND SOURCE FILES.
Except for Customer's Proprietary Material contained in the Project, Producers
shall hold all right, title, and interest in all original artwork, whether in
draft, mock-up, concept or final development for the Project. Customer hires
Producers to make a videotape, CD-ROM, DVD, or audio transfer, for commercial
use. All edited video, CD-ROMs, audio and DVD will be subject to copyright by
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Producers. Any unauthorized copying is strictly prohibited. All equipment,
supplies, cameras, edited or master media or any original media produced during
the execution of this Agreement shall remain the exclusive property of
Producers.
5. COMPENSATION.
In return for the Projects that are completed and delivered under this
Agreement, Customer shall compensate Producers, pursuant to the terms of the
estimate provided to the Customer. In the event Customer fails to make any of
the payments referenced in the estimate the Producers have the right, but are
not obligated, to pursue any or all of the following remedies: (1) terminate the
Agreement, (2) withhold all files, artwork, source, commitments or any other
service to be performed by Producers for Customer, (3) bring legal action.
Customer is responsible for all third-party material costs as outlined in the
estimate provided the Customer, and accepts responsibility for all additional
approved costs that Producers may incur in the development of this Project. All
masters, film, tapes or other source materials shall remain the exclusive
property of Producers and will only be made available to Customer for an
additional fee.
6. CONFIDENTIALITY.
Customer and Producers acknowledge and agree that the Specifications and all
other documents and information related to the development of the Project,
excluding however, Customer's Proprietary Material, (the "Confidential
Information") will constitute valuable trade secrets of Producers. Customer
shall keep the Confidential Information in confidence and shall not, at any time
during or after the term of this Agreement, without Producers' prior written
consent, disclose or otherwise make available to anyone, either directly or
indirectly, all or any part of the Confidential Information at any time.
Producers will not make any of the Project materials, whether in part or in
whole available to the public domain or any third-party not authorized by
Customer prior to obtaining a written release from Customer or verification that
the Project materials have been made available to the public by the Customer.
7. LIMITED WARRANTY AND LIMITATION ON DAMAGES.
Producers warrant the Project will conform to the Specifications. If the Project
does not conform to the Specifications, Producers shall be responsible for the
timely correction of the Project, at Producers' sole expense and without charge
to Customer in order to bring the Project into conformance with the
Specifications. This warranty shall be the exclusive warranty available to
Customer. Customer waives any other warranty, express or implied. Customer
acknowledges that Producers is not responsible for the results obtained by
Customer's use of any part of the Project. Customer acknowledges that Producers
are not responsible for fixing problems on the Project, once mass-produced or
after Customer has tested, proofed and approved the Project ("Sign off") in
writing. Except as otherwise expressly stated herein, Customer waives any claim
for damages, direct or indirect, and agrees that its sole and exclusive remedy
for damages (either in contract or tort) is the return of the consideration paid
to Producers as set forth in the estimate provided to the Customer. All Master
Tape(s) or other source material created for the Project shall be stored at
Producers facilities for 1 year from the date of this Agreement. Producers
reserve the exclusive right to destroy, delete or otherwise dispose of any
materials, whether Customer provided or not that are still in Producers
possession after 1 year from the date of this Agreement. Original materials
provided to Producers by Customer shall be returned upon successful completion
of the Project or to the last known good address for Customer.
8. INDEPENDENT CONTRACTOR.
Producers will be retained as independent contractors for the length of this
Agreement. Producers will be fully responsible for payment of their own income
taxes on all compensation earned under this Agreement. Customer will not
withhold or pay any income tax, social security tax, or any other payroll taxes
on Producers' behalf. Producers understand that they will not be entitled to any
fringe benefits that Customer provides for its employees generally or to any
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statutory employment benefits, including without limitation worker's
compensation or unemployment insurance.
9. MATERIALS, LOGOS, GRAPHICS AND OTHER COLLATERAL.
Customer agrees to make available to Producers, for Producers' use in performing
the services required by this Agreement, such graphical elements and materials
as Customer and Producers may agree in writing for such purpose. Failure to
provide Producers with Materials in the requested formats may result in
additional delays or fees in addition to those stated in the estimate provided
to the Customer.
10. GENERAL PROVISIONS.
10.1 ENTIRE AGREEMENT.
This Agreement contains the entire Agreement between the parties relating to the
subject matter hereof and supersedes any and all prior Agreements or
understandings, written or oral, between the parties related to the subject
matter hereof. No modification of this Agreement shall be valid unless made in
writing and signed by all of the parties hereto.
10.2 GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of
Alberta, Canada.
10.3 BINDING EFFECT.
This Agreement shall be binding upon and enure to the benefit of Customer and
Producers and their respective successors and assigns, provided that Producers
shall not assign any of their obligations under this Agreement without
Customer's prior written consent.
10.4 WAIVER.
The waiver by either party of any breach or failure to enforce any of the terms
and conditions of this Agreement at any time shall not in any way affect, limit,
or waive such party's right thereafter to enforce and compel strict compliance
with every term and condition of this Agreement.
10.5 GOOD FAITH.
Each party represents and warrants to the other that such party has acted in
good faith, and agrees to continue to so act, in the negotiation, execution,
delivery, performance, and any termination of this Agreement.
10.6 NO RIGHT TO ASSIGN.
Customer has no right to assign, sell, modify or otherwise alter the Project,
except upon the express written advance approval of Producers, unless otherwise
noted in Section 3.2.
10.7 PAYMENT MILESTONES.
In the event Customer fails to make any of the payments set forth in the
estimate provided to the customer the Producers have the right to immediately
cease all work on the Project until payment in full is paid.
10.8 INDEMNIFICATION.
Customer warrants that everything it gives Producers to put on the Project is
legally owned or licensed to Customer. Customer agrees to indemnify and hold
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Producers harmless from any and all claims brought by any third-party relating
to any aspect of the Project, including, but without limitation, any and all
demands, liabilities, losses, costs and claims including attorney's fees arising
out of injury caused by Customer's products/services, material supplied by
Customer, copyright infringement, and defective products sold via the Project.
10.9 USE OF PROJECT FOR PROMOTIONAL PURPOSES.
Customer grants Producers the right to use the Project for promotional purposes
and/or to cross-link it with other marketing venues developed by Producers,
unless otherwise restricted in the Specifications.
10.10 RIGHT TO STYLE OR TO MAKE DERIVATIVE WORKS.
Subject to Section 4 above, Producers have the exclusive rights in making any
derivative similar works of the Project and any similarities between Customer's
project and future projects constitutes Producers' methods and style and shall
remain the right of Producers.
10.11 ATTORNEY'S FEES.
In the event any party to this Agreement employs an attorney to enforce any of
the terms of the Agreement, the prevailing party shall be entitled to recover
its actual reasonable attorney's fees and reasonable associated costs, including
expert witness fees.
Each party represents and warrants that, on the date first written above, that
they are authorized to enter into this Agreement in entirety and duly bind their
respective principals by their signature below:
EXECUTED as of the date first written above.
MY SITE DEVELOPMENT, INC.
/s/ Xxxxx Xxxx
----------------------------------
By: Xxxxx Xxxx
Title: VP of Sales & Marketing
Date signed: August 26th 2008.
EASY CD YEARBOOK, INC.
/s/ Almaymoon Mawji
----------------------------------
By: Almaymoon Mawji
Title: President
Date signed: August 26th 2008
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EXHIBIT A
The following are a list of project services to be provided by the Producers.
OUR VIDEO PROGRAM WILL BE A SERIES OF 10 VIDEOS:
Session 1 - Downloading & Setting up free image manipulation software
Session 2 - How to use the free image manipulation software.
Session 3 - Downloading & Setting up free video editor software.
Session 4 - How to use the free video editor software
Session 5 - Batch conversion (with image & video processing).
Session 6 - Introduction to slideshows.
Session 7 - How to build interactive menus.
Session 8 - Introduction to an open source CD and DVD writing program.
Session 9 - Design CD/DVD Label.
Session 10- How to burn the complete project.
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