Term: This Agreement shall remain in effect up to 12 months from the Effective Date, unless earlier terminated as provided for in this Agreement. Thereafter, this Agreement may be renewed by written mutual agreement of the parties.
Termination: Performance under this Agreement may be suspended or terminated for cause in the event either party defaults in the performance of any material duties or obligations under this Agreement and the defaulting party is given the opportunity to cure such default after receipt of written notice of specific deficiencies in the performance. The party in default shall have five (5) business days after receipt of notice to cure a default of money payment and twenty (20) business days after receipt of notice to cure any other material breach of any duties or obligations under this Agreement. Either party may terminate this Agreement without cause and for any reason by giving not less than thirty (30) days written notice to the other party.
Intellectual Property: For the purposes of this agreement, intellectual property will be defined as all rights in, to or arising out of: (i) any proprietary information, know-how, and data, including but not limited to, all proprietary intellectual property rights arising out of common law principles, and (ii) all copyrights, trademark rights or patent rights, and applications therefore in the U.S. and in any foreign country.
Associated Costs: Client shall be responsible for all associated costs, including travel costs incurred by Herrmann Global on behalf of Client. Associated costs and fees will be included in invoices to be paid by Client. Client shall be notified and approve of any/all associated costs and travel costs prior to Herrmann Global committing to these expenses for associated costs.
Publisher represents and warrants:
- That Publisher has full right to enter into this Agreement and to perform its obligations hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and regulations and with all applicable union agreements to which publisher is signatory
- That Publisher will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by Publisher.
Payment & Compensation Policy: In consideration of all services to be rendered by Herrmann Global to Client, Client will pay the listed amount for all work completed on behalf of Client from the Effective Date through termination of this Agreement. Herrmann Global will send invoice within 10 business days after this agreement has been signed. All invoices are due and payable upon receipt. The standard payment term is net 30 unless special payment terms have been agreed on prior of contract execution. If Client does not pay the balance of an invoice 30 days from its issuance. Client shall e granted a 10-day grace period. Once this period has elapsed, the principle balance of the invoice will accumulate interest at at the rate of 1.5% monthly (18% annually) compounded continuously.
Print & Digital Publishing Rights: Herrmann Global endorses the AAAA’s “Standard Terms and Conditions for Internet Advertising for Media Buys One Year or Less” Version 2.0 and has adopted it as a guideline for executing business on the Internet. Please note that signing this contract indicates that you have read and agree with the Ts and Cs. Ts and Cs can be viewed at www.iab.net/media/file/standards_educationdoc2.pdf. Please also note, if Herrmann Global is to create the Advertisement, Service or Deliverables, or if the Advertiser is to provide Advertising or Service components (in full or in part) to Herrmann Global, then Advertiser agrees that it will provide the necessary information to meet the deadlines and perform the services as outlined in the Insertion Order. This information (including but not limited to text, pictures, graphics, sound, video, programming code, URL’s, Internet links and other data to perform such service) must be provided to Herrmann Global on or before the due date(s) established by Herrmann Global. Should the Advertiser fail to provide necessary information, approvals (in a timely manner) or fails to comply with Herrmann Global’s production specifications or schedule, and such failure prohibits Herrmann Global from meeting its launch deadlines, there will be no reduction in the amount owed to Herrmann Global and Herrmann Global shall not be obligated to provide Advertiser with any “make good”, term extension or otherwise provide alternative services. Furthermore, if Herrmann Global is to create any multi-platform program on behalf of Advertiser (including, but not limited to any combination of roadblocks, ROS, custom microsite, sponsored special sections, sweepstakes, lead generation programming, email blasts and eNewsletter sponsorships), terms and conditions may vary from the Ts and Cs state above. Should Advertiser cancel any one component of the multi-platform program, there will be no reduction in the amount owed to Herrmann Global and Herrmann Global shall not be obligated to provide Advertiser with any alternative services.
Reproduction Of Materials/Compliance With Laws/Indemnity: Advertiser hereby authorizes and grants to Herrmann Global (DBA of Travel On Global LLC) the right to publish (in print, online on websites, on social media pages, or any other media represented by Herrmann Global) supplied advertisements (print ad, web banners, newsletter banners, social media posts, or any other supplied advertisement) in the issue/edition designated on this insertion order agreement. Advertiser represents and warrants: 1.) that all advertisement materials, including complete advertisements, and/or text, images, logos supplied for Herrmann Global to produce an advertisement, comply with all applicable laws and regulations, including copyright, publicity and trade secrecy laws; 2.) such advertisement materials solely and exclusively owned by Advertiser and do not infringe upon the rights of any third party; and 3.) Advertiser has the sole and exclusive right and authority to grant the rights provided herein. Advertiser shall indemnify, defend and hold Herrmann Global, harmless against any loss, damage, claim, liability or expense, including but not limited to legal fees and court costs, arising out of or related to the contents of Advertiser’s advertisement materials and/or Advertiser’s breach of any representation or warranty provided in this agreement.
Insurance Coverage: Publisher will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Client and name Publisher and Director as a “named insured” on said policies prior to the commencement of preproduction. All Publisher supplied insurance will be deemed to be the primary coverage and issued on a noncontributory basis. Publisher’s Umbrella Liability Maximum will be $1,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with the Client insurance program. Client will indemnify, defend and hold harmless Publisher and Director for any and all claims, demands, actions including defense costs and attorneys fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Publisher’s coverage.
Limitation of Liability: CONSULTANT’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT FOR THE SERVICES FROM WHICH THE CLAIM AROSE. IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY CIRCUMSTANCES ASSOCIATED WITH THE SUBJECT MATTER OF THIS AGREEMENT (INCLUDING THE STATEMENT OF WORK) EVEN IF CONSULTANT IS ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
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.
Equal Opportunity: In connection with its performance hereunder, Producer agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, color, sex, national origin, age, disability , or any other factor protected by federal, state or local law.
Applicable Law: This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the Production Company office authorizing this Agreement is located as set forth on Page 1 of this Agreement.
Severability: If any term or provision of this Agreement shall to any extent be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and each term and provision of the Agreement shall be valid and enforced to the fullest extent permitted by law.
Attorneys’ Fees: In the event of a dispute related in any way to this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees, court costs, expert witness fees, and other reasonable out-of-pocket expenses incurred in the preparation and presentation of that Party’s claim or defense.
Furnishing Materials, Services, Releases: Client may supply scripts, storyboards, product props, production notes, music, creative guidance and related clearances, unless otherwise agreed on. Client may supply track or musical compositions and rights clearances unless otherwise specified.
Publisher shall deliver the completed project media pursuant to this Agreement and the requirements. Publisher shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Publisher in connection with the Specified Media to the extent permissible by applicable union or guild agreements. Publisher shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are agreed.
Changes In Specifications: If at any time, Client desires to make any changes or variations from the script or storyboard in the Specified Media or from any material or work in progress, and such changes result in in additional costs to Publisher. Publisher agrees to notify the Client of the amount before any such additional costs are incurred and Publisher 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
Ownership: 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 as fellas inane to all the exposed negatives, positives, out-takes and clips. Client grants Publisher an exclusive, worldwide, sublicenseable, transferable, royalty free license to all media clips produced during the course of the contracted work.
Security/Confidentiality: Publisher understands that some information for said media(s) may be of a confidential and/or sensitive nature. Publisher agrees at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreement snot to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement.
Delivery Of Materials: Delivery of Specified Media(s) shall mean delivery of the referenced media(s) in the paragraph 1 by Publisher to Client.
- Contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company
- These circumstances may include but should not be limited to: weather conditions, injury, illness or absence of client-supplied elements, such staff, “force majeure” and client insured re-shoots.
- The Production Company recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.
- The Production Company will quote the maximum exposure figure as a contingency day cost. this will be a cost per day figure. However, this figure does not include the cost of premium for crew or suppliers.
Publicity Guidelines: Until notified in writing by Client, The Publisher/Producer has a revocable license to use finished media(s) for promotional purposes.
Dispute Resolution: The prevailing party in any legal action shall be entitle to attorney’s fees and costs in connection wit the legal proceedings.
Accident Waiver & Release Of Liability For On-Location Film Shoots:
The Publisher/Producer HEREBY ASSUMES ALL OF THE RISKS OF PARTICIPATING IN ANY/ALL ACTIVITIES ASSOCIATED WITH THE VIDEO FILM & PRODUCTION, including by way of example and not limitation, any risks that may arise from negligence or carelessness on the part of the participants or entities being released, from dangerous or defective equipment or property owned, maintained, or controlled by them, or because of their possible liability without fault. The publisher/producer certifies that its associates are physically fit, have sufficiently prepared or trained for participation in this activity, and have not been advised to not participate by a qualified medical professional. It has been certified that there are no health-related reasons or problems which preclude the participation in filming and other related services.
The publisher/producer acknowledges that this Accident Waiver and Release of Liability statement will be used by the associated film sponsors, and their organizers of the activity in which athletes and crew may participate, and that it will govern its actions and responsibilities at said activity.
In consideration of this application and permitting the publisher to participate in this activity, it hereby takes action for its employees, associates, executors, administrators, heirs, next of kin, successors, and assigns as follows:
- WAIVE, RELEASE, AND DISCHARGE from any and all liability, including but not limited to, liability arising from the negligence or fault of the entities or persons released, for death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter occur to the company including employees and contractors traveling to and from this activity, THE FOLLOWING ENTITIES OR PERSONS: Client employees, directors, officers, representatives, agents, and the activity holders, sponsors, and volunteers;
- INDEMNIFY, HOLD HARMLESS, AND PROMISE NOT TO SUE the entities or persons mentioned in this paragraph from any and all liabilities or claims made as a result of participation in this activity, whether caused by the negligence of release or otherwise.
- The Publisher/Producer acknowledges that the Client’s employees, directors, officers, volunteers, representatives, and agents are NOT responsible for the errors, omissions, acts, or failures to act of any party or entity conducting a specific activity on their behalf.
- The Publisher/Producer acknowledges that this activity may involve a test of a person’s physical and mental limits and carries with it the potential for death, serious injury, and property loss. The risks include, but are not limited to, those caused by terrain, facilities, temperature, weather, condition of participants, equipment, vehicular traffic, lack of hydration, and actions of other people including, but not limited to, participants, volunteers, monitors, and/or producers of the activity. These risks are not only inherent to participants, but are also present for volunteers.
- The Publisher/Producer hereby consents to receive medical treatment for its employees and contractors which may be deemed advisable in the event of injury, accident, and/or illness during this activity.
- The Publisher/Producer understands while participating in this activity, employees, associates and contractors may be photographed. It has been agreed to allow photo, video, or film likeness to be used for any legitimate purpose by the activity holders, producers, sponsors, organizers, and assigns.