1. ENGAGEMENT OF SERVICES

 

Sherwood Media agrees to render to Client the agreed-upon services (collectively, the “Services”) noted in the Agreement submitted by Sherwood Media.

The Services provided to Client will be as follows:

1.a. DELIVERABLES

Sherwood Media will deliver video content as specified (total running time, format, and additional requests) in the signed agreement.

1.b. VIDEO CONCEPT(S)

Sherwood Media will work with Client to develop the video concept specified in the Client Service Agreement into a complete video(s).

1.c. TIMELINE

Client recognizes that cooperation and communication with Sherwood Media is required at each phase of production for successful video completion. This includes pre-production, production, and post-production. 

  • Pre-Production: Sherwood Media will work with Client to develop the video concept, script (if necessary), and interview questions. Client is responsible for acquiring talent and locations. Sherwood Media is responsible for acquiring crew and gear.
  • Production: Sherwood Media will film interviews and supplemental footage during specified production days. Client is responsible for acquiring necessary permissions for filming at all locations and permissions for filming talent. 
  • Post-Production: Once the footage is edited, Sherwood Media will deliver a rough cut to the Client. Client will have two rounds of revisions before the Final Cut is delivered. 

1.d. BUDGET

The budget as specified in the Agreement will accommodate the current video concepts and outlined scope of work.

 

2. PAYMENT SCHEDULE

 

DEPOSIT

Client agrees to pay Sherwood Media in the total amount of the budget as specified in the Agreement in consideration for Services rendered. Forty percent (40%) of the total payment shall be in the form of the aforementioned deposit due at the time of signing.  The deposit is not refundable in case of cancellation of the event.  If the videographer must cancel the event, the deposit will be fully refunded within five (5) business days. This deposit will be subtracted from the total payment owed by Client upon the completion of Services.  

FINAL PAYMENT

Sixty percent (60%) of the total payment will be due when final product is delivered, plus any additional production days or post-production hours agreed upon by Client and Sherwood Media.

METHOD OF PAYMENT

We accept check and ACH transfer for all invoice payments. We do not accept credit card payments unless otherwise specified in the Client Service Agreement.

 

3. RELATIONSHIP OF THE PARTIES

 

It is understood by the parties that Sherwood Media is an independent contractor with respect to Client, and not an employee of the Client.

 

4. DEFAULT

 

The failure of to make a required payment when due or the failure of to make available or deliver the Services in the time and manner provided for in the Agreement by either party shall constitute a material default.

 

5. REMEDIES

 

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of the Agreement, including without limitation the failure to make a monetary payment when due, the other party may terminate the Agreement by providing written notice to the defaulting party.  This notice shall describe with sufficient detail the nature of the default.  The party receiving such notice shall have five (5) business days from the effective date of such notice to cure the default(s).  Unless waived by a party providing notice. The failure to cure the default(s) within such time shall result in the automatic termination of this Agreement.

 

6. PUBLICITY RIGHTS/PROMOTIONAL USE OF IMAGES

 

Client grants Sherwood Media permission to use images from Client’s shoot and Client’s name, brand and/or likeness for commercial use, including without limitation, promotional materials for exhibition to other potential clients of Sherwood Media.

Client hereby grants to Sherwood Media and its legal representatives and assigns, the irrevocable and unrestricted right to use and publish photographs and likeness of the Client or in which the Client may be included, for editorial, trade, advertising and any other purpose and in any manner and medium; to alter the same without restriction; and to copyright the same.  

Client hereby releases Sherwood Media and its legal representatives and assigns from all claims and liability relating to said photographs.

 

7. cOPYRIGHTS

 

Until final payment for Services is rendered, all media produced by Sherwood Media is protected by Federal Copyright Law (all rights reserved) and may not be reproduced in any manner without Sherwood Media’s explicit written permission. Upon final payment by the Client, limited copyright ownership of the resulting images and/or videos are allowed to the Client under the following conditions:

  1. The CD’s / DVD’s / Hard Drives containing all images and/or video are the property of Client who may distribute photographs and/or video to friends and relatives.

  2. Images and/or video may be used on personal web sites as long as a copyright notice appears near the images stating that they were taken by Sherwood Media.

  3. The Client must obtain written permission from and compensate Sherwood Media prior to the Client or its friends and relatives publishing or selling the photographs and/or video for profit.

 

8. iNDEMNIFICATION

 

Client agrees to indemnify and hold harmless Sherwood Media from all claims, losses, expenses, fees, including attorney fees, costs and judgments that may be asserted against Sherwood Media that results from the acts or omission of Sherwood Media, Sherwood Media’s members, if any, and Sherwood Media’s agents.

 

9. lIABILITY

 

Sherwood Media will perform production tasks to the best of their ability, but accepts no responsibility for unforeseen circumstances beyond either party’s reasonable control (“Force Majeure”), including but not limited to equipment failure, power outages, illnesses, acts of God, vandalism, adverse weather conditions, inability to attend and perform services, and/or any other situation where the resulting photography or video product is less than ideal. Sherwood Media’s sole liability in any case shall be limited to a monetary amount no greater than the total of all monies paid by Client.

 

10. vENUE, aTTORNEY'S fEES, aND APPLICABLE LAW

 

The validity and interpretation of this Agreement shall be construed in accordance with the laws of the State of Tennessee. Any court action to enforce this Agreement, or relating or arising out of this Agreement or the services provided by Sherwood Media shall be brought in a court of competent jurisdiction in the County of Knox, State of Tennessee.  In any action, arbitration or other judicial, quasi-judicial or extra-judicial proceeding related to any dispute arising from this Agreement, each party to this Agreement shall bear their own attorney’s fees.  In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be severable from the remainder of this agreement and the validity, legality, and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.

Unless otherwise provided herein, this Agreement shall be binding upon and inure the benefit of the parties hereto and their respective heirs, beneficiaries, successor and assigns.  Each party represents that all required authorizations for its execution of this Agreement necessary to make this instrument binding in accordance with the terms against such party have been obtained and are in effect.

 

11. mODIFICATIONS

 

This written and signed Agreement constitutes the sole and exclusive agreement between the parties regarding the services and products to be provided by Sherwood Media in connection with the event.  It is intended by each party to constitute the final written memorandum of all of their agreements and understanding in this transaction.  No covenants, warranties, and/or representations, expressed or implied, and no promised or prior agreements whatsoever have been made, agreed to, or entered into by the parties hereto which are not expressly set forth above.  If either party to this Agreement attempted to make such covenants, warranties, and/or representations, promises or prior agreements, they are each superseded herby and waived.  Any waivers, terminations, amendments or modifications of, or additions to, this Agreement must be in writing signed by the party against which the enforcement of such writing is sought.