This Agreement is entered into between J. Emerick Cinema & Photo, LLC(“PRODUCER”), and (“CLIENT”). Client and Producer may also hereinafter be referred to as “Party” or the “Parties”, as applicable. 01: Producer confirms they have the know-how and professional expertise to film and edit the video(s). 02: Client agrees to pay for the services to be performed by Producer and within agreed terms and payment schedule selected together. 03: The parties desire to enter into a business relationship to be governed by the terms and conditions set forth herein the creative treatment. 05: In consideration of the mutual promises set forth herein, the sufficiency of which is hereby acknowledged, the parties agree as follows: SUBJECT OF THE AGREEMENT. Client has provided Producer with instructions for a video to be filmed and edited by the Producer. The Parties have agreed that Producer will film and edit the Video. SCHEDULE AND SERVICES. Producer will film the Videos on agreed upon date via both parties; and deliver its first cut of the Videos within 28 days past production day (unless agreed upon special conditions). Client is entitled to two revisions in accordance with the Post-Production Schedule determined by Producer. Any delay in delivery of revisionary notes will delay Final Delivery. Producer will deliver the final cut of the Videos by 45 days after last production date. If Client changes the final delivery date for any reason, additional costs will be incurred that are to be determined by Producer. The Producer will deliver final files by 45-60 days after the final production date. Final files supplied by the Producer are strictly the final exports of the video and high-resolution frames (Amount TBD) pulled from the video as requested by the Client. The Producer grants Client Global usage rights with no limitations for perpetuity as it related to the final files supplied. Final Files do not include project raw footage, project files, project assets, software, hardware, etc. as those files are proprietary property that belongs to the Producer unless agreed upon in the proposal. Those can be purchased for a separate agreed-upon rate if the client so wishes. FEES AND PAYMENT TERMS. The total estimated cost of the chosen proposal. The estimate is based on the instructions provided by Client to Producer. The estimate includes, but is not limited to, expenses for the following items: all production and post-production costs, equipment, contractors, transportation, location, as well as usage as defined in creative treatment. In accepting the estimate, and in consideration of Producer’s services in connection with the Video, Client is hereby agreeing to pay Producer to the selected proposals payment schedule and set that together. Notwithstanding the foregoing, Producer will be paid for any additional production expenses incurred. Producer will be paid for any additional production expenses incurred as it relates to Overtime including but not limited to costs relating to location, contractors, equipment, transportation, insurance etc. Overtime is based on a 10-hour day including but not limited to work performed on and off set and during the post-production process in addition to work performed on weekends and holidays. If Client cancels the production of the Video, Client shall pay to Producer any costs reasonably incurred by Producer prior to the cancellation of the Video within five (5) days after invoice, provided Producer provides Client proof of such costs (e.g. invoices, etc.). In addition, a non-refundable cancellation fee of 25% of the total agreed upon project budget reflected in this agreement is to be paid to the Producer immediately upon official cancellation of the project. If at any time, Client desires to make any changes or variations from the script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to Producer, Producer agrees to notify the Client of the amount before any such additional costs are incurred and Producer shall proceed only after receiving approval (written or oral) from Authorized Representative, approval by Client shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment. Any additional costs incurred by the Producer due to adverse weather conditions or other similarly unforeseen and uncontrollable factors, shall be paid by Client. INTELLECTUAL PROPERTY RIGHTS. Client shall own the final Video. Client shall ensure all proper likeness rights are obtained from anyone in the Video. Producer retains the right to use the Video for promotional purposes. Except as otherwise provided herein, Client owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein. Client grants Producer an exclusive, worldwide, sublicenseable, transferable, royalty free license to all media clips produced during the course of the contracted work as it relates to Producer’s promotional use. INDEPENDENT CONTRACTOR. It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client. LIABILITY. Producer shall ensure that Video and all footage produced by Producer complies with the laws of Ohio and does not infringe any intellectual property rights (including copyright) or any other rights of third parties. TERMINATION OF AGREEMENT. This Agreement shall be effective from the date signed for a period of one year, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement. This Agreement is terminable by either party at any time, with or without cause, effective upon notice to the other party. If Producer exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that Producer shall be obligated to compensate Client for work performed up to the time of termination. If Client exercises its right to terminate the Agreement, a non-refundable cancellation fee of 25% of the total agreed upon project budget reflected in this agreement is to be paid to the Producer immediately upon official cancellation of the project. This cancellation fee will be in addition to any production expenses incurred up until the agreed upon cancellation including but not limited to last minute crew and associated labor and vendor cancellation fees etc. After the cancellation fee and incurred production expenses are paid to Producer in full, any obligation Client may otherwise have under this Agreement shall cease immediately. CONTINUING OBLIGATIONS OF CLIENT. All provisions of this Agreement relating to the protection of Producer’s Confidential Information, Non-Solicitation and Non-Competition, Limitation of Liability, Indemnification, and Dispute resolution, shall survive expiration or termination of this Agreement for any reason. INSURANCE. Producer agrees that at all times during the filming of the Video it will maintain at least $1 Million dollars in general liability insurance. ADDITIONAL PROVISIONS. ARBITRATION. Any dispute arising out of or relating to this Agreement, or any breach thereof, shall be resolved by binding arbitration in Zanesville, OH in accordance with the Arbitration Rules of the American Arbitration Association then in effect, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. All costs and expenses, including attorney’s fees, relating to the resolution of any such dispute shall be borne by the party incurring such costs and expenses. Notwithstanding their promise to arbitrate all disputes, the Parties acknowledge that either of them may seek emergency or temporary injunctive relief, but absolutely no other relief, in any court of competent jurisdiction. All other disputes, claims and remedies shall be settled by arbitration. INDEMNITY. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD PRODUCER, AND ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND ASSIGNS, HARMLESS FROM ANY AND ALL LOSSES, CLAIMS, LIABILITIES, COSTS, JUDGMENTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S FEES), WHETHER IN TORT, CONTRACT, OR OTHERWISE, ARISING OUT OF THE PERFORMANCE OF CLIENT’S WORK, WHETHER CAUSED BY PRODUCER’S ALLEGED OR ACTUAL NEGLIGENCE OR OTHERWISE. LIMITATION OF LIABILITY. In no event shall Producer be liable to client for any indirect, incidental, consequential or punitive damages, or for loss of profits, revenue or data, whether in an action in contract, tort, strict liability, or otherwise, even if Client advises Producer of the possibility of those damages. Producer’s liability on any claim for any loss or damage arising out of or in connection with or resulting from this shall in no case exceed the value of the services provided by Client under this Agreement, as defined above. Producer shall not be liable for any penalties of any kind. Any action against Producer for any alleged breach under this Agreement must be filed within one (1) year after such action accrues and all rights of Client to initiate any action arising from this Agreement will terminate one (1) year after accrual. CLIENT’S REMEDY. Client’s remedy, if any, for any breach of this Agreement shall be solely in damages and Client shall look solely to Producer for recovery of such damages. Client waives and relinquishes any right Client may otherwise have to obtain injunctive or equitable relief. Client shall have no remedy for any loss, which may incur by reason of work performed by Client. INTERPRETATION. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Client shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Producer’s prior written consent which may be withheld as Producer determines in its sole discretion. Any such purported assignment shall be void. NO WAIVER. Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights. ENFORCEABILITY. If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect the enforceability of the other provisions. SERVIBILITIY. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably affect the intent of the parties. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. AGENCY. Client is not Producer’s agent or representative and has no authority to bind or commit Producer to any agreements or other obligations. AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. TIME. Contractor agrees that time is of the essence in this Agreement PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of your services in accordance with your independent and professional judgment. You shall perform your services substantially in accordance with generally accepted practices and principles of your trade. NOTICIES. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth below. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.