Last Updated: June 4th, 2024
Effective Date: This agreement is effective upon the Client’s acceptance of a project proposal, payment of the first invoice, or use of the services provided by Sun Locke Media L.L.C. ("Developer," "Videography"). By engaging Developer to provide web design, development, or hosting services, you ("Client") agree to the following terms and conditions:
These Videography Seervice Agreement (“Videography Terms”) govern your engagement with Sun Locke Media L.L.C. (“Videographer,” “we,” or “us”) for the provision of video production, filming, editing, and related services. By agreeing to our general
Terms and Conditions, submitting a project request, or executing a Statement of Work (SOW), you (“Client” or “you”) accept and are bound by these Videography Terms.
1. Description of Services
1.1 Scope of Services.Videographer agrees to provide filming, editing, production, and related videography services (“Services”) as more fully described in Exhibit A or a Statement of Work (SOW) executed by both parties. All SOWs or Exhibits are subject to the terms of this Agreement.
1.2 Modifications / Supplemental SOWs.
If new services or changes are required, both parties may execute supplemental or amended SOWs. Each supplemental SOW is deemed part of this Agreement once signed by both parties.
2. Payment for Services
2.1 Lump-Sum Payments.Unless otherwise agreed in writing, all payments for the Services under this Agreement shall be made on a lump-sum basis. The total fees and charges shall be stated in the Fee Schedule attached hereto as Schedule A or as set forth in any applicable Statement of Work. The fees specified are all-inclusive for the Services and shall not be increased during the term of this Agreement except upon written agreement of both parties.
2.2 Alternative Payment Arrangements (If Mutually Agreed).If the parties wish to adopt a milestone-based, installment-based, or other structured payment method, they shall do so only by executing a separate amendment or Supplement signed by both parties.
2.3 Invoicing and Due Date.Videographer shall issue an invoice for the lump-sum payment(s) based on one of the following arrangements (as chosen and documented in the SOW or in writing by both parties):
At Project Completion – Client shall remit payment in full within fifteen (15) days of receipt of the invoice, or
Partial Upfront / Remainder on Completion – If both parties have agreed to a partial deposit, Client shall pay the agreed-upon deposit within 15 days of invoice, and the remaining balance within 15 days following satisfactory completion of the Services.
2.4 Automatic Renewal Law Compliance (If Applicable).If the parties agree to any subscription or retainer fees (e.g., recurring monthly or annual videography services), any automatic renewal provision shall comply with New York’s Automatic Renewal Law (NY GOL §§ 5-903, 5-903-a). This includes providing clear disclosure of renewal terms, cancellation options, and timely advance notice before renewal, as required by law.
2.5 Monthly Retainer Packages.Videographer offers two monthly Videography retainer options, which may be memorialized in Exhibit B or a similar SOW:
Half-Day Shoot Retainer
$1,500 per month; includes up to 4 hours of shooting, music licensing, certain deliverables, and limited revision rounds.
Full-Day Shoot Retainer
$3,000 per month; includes up to 8 hours of shooting (or two half-day shoots), music licensing, more deliverables, and expanded revision rounds.
If the Client selects one of these monthly retainers, it shall be documented in writing (e.g., in the Fee Schedule or an SOW). Payment is due monthly in accordance with the invoicing terms above. Any automatic renewal of such monthly retainers must comply with Section 2.4.
3. Statements of Work (SOW) / Scope of Work
3.1 Supplemental SOWs.3.1 Definitions. When required, the parties may in good faith negotiate Supplemental Statements of Work (“Supplements”). Upon signing by both parties, each Supplement shall be deemed part of this Agreement. Unless otherwise agreed, the following provisions govern SOWs:
3.1 Definitions.
3.1.1“Milestone Schedule” shall mean the production, shoot, editing, and delivery schedule for the video project(s).
3.1.2“Specifications” shall mean the requirements or creative brief for the final edited video or other deliverables.
3.1.3“Deliverables” shall mean any video footage, edited videos, teasers, trailers, or other work products created by Videographer under this Agreement.
3.2 Information Provided by Client.Client shall supply Videographer with all relevant project details, timelines, creative direction, and other necessary information. Videographer shall confirm or request changes to the proposal in writing within five (5) business days of receipt.
3.3 Term of a SOW.In the absence of an express provision regarding duration or early termination of a SOW, any SOW may be terminated by either party upon thirty (30) days’ written notice without cause, subject to any outstanding payment obligations.
3.4 Payments Under SOW.Any payment structure (lump-sum, milestone-based, time-and-materials, or otherwise) must be explicitly stated in the SOW. By default, lump-sum payment applies unless both parties expressly agree otherwise in writing.
4. Delivery of Materials by Client
4.1 Client Materials.Client shall provide Videographer, upon reasonable notice, all necessary content, data, documentation, or other materials (“Customer Content”) pertinent to the Services. Such Customer Content may include, but is not limited to:
Text, images, videos, logos, and branding elements.
Scripts, logos, or guidelines for filming.
4.2 Timeliness and Format.Customer shall deliver to Videographer such materials, data, or documentation in a form satisfactory to Videographer. All photographs, images, video, animation, film, illustrations, drawings, charts, maps, indexes and other graphical and visual materials, as well as all music, sound, narration and other audio materials or other works owned or controlled by Customer that are necessary to completion of the Services (collectively “Customer Content”) shall be suitable for reproduction and shall be timely delivered to Videographer in the form specified in the applicable SOW.
4.3 Right to Refuse Offensive Content.Videographer reserves the right to refuse to include Customer Content it deems offensive or otherwise inappropriate, provided Videographer notifies Client of such refusal and the reason therefor.
4.4 No Modification Without Approval.Videographer shall not make changes to Client-supplied text, images, or other Customer Content without Client’s prior written approval (beyond minor editing or formatting for layout purposes).
5. Delivery and Acceptance of Deliverables
5.1 Delivery Schedule.Videographer shall deliver video Deliverables (e.g., draft cuts, final edits, highlight reels) in accordance with the timeline specified in the SOW (or the applicable Retainer Package, if selected). Any Client-caused delays in providing content, approvals, or feedback shall extend Videographer’s delivery deadlines equivalently.
5.2 Acceptance Procedure.
5.2.1 Inspection Period.Client has thirty (30) days to review each delivered video or footage and confirm if it meets the agreed-upon Specifications.
5.2.2 Notice of Nonconformance.If any Deliverable fails to conform, Client shall provide written notice specifying the defect. Videographer then has thirty (30) days to remedy and re-deliver.
5.2.3 Resubmission and Final Approval.Upon re-delivery, Client shall again inspect. If the Deliverable still fails to meet Specifications, Client may (i) deem it a material breach, or (ii) accept it with a mutually agreed-upon cost reduction or offset.
5.3 Final Acceptance.Each Deliverable is deemed accepted upon Client’s written notice of acceptance or once the inspection period elapses without written notice of nonconformance.
5.4 Failure to Deliver.Except in cases of Force Majeure or agreed-upon delays, Videographer’s failure to deliver Deliverables within the agreed timeline may constitute a material breach.
6. Rights in Footage and Works
6.1 Definitions.
6.1.1 “Custom Work Product” shall mean all video designs, images, footage, edited videos, and other creations developed by Videographer for Client under this Agreement and paid for by Client.
6.1.2 “Customer Content” shall mean any materials, images, videos, data, or text provided by Client.
6.1.3 “Intellectual Property” shall mean all forms of intellectual property or proprietary rights recognized under any applicable law.
6.2 Developer Ownership.Client agrees that Videographer owns all rights, title, and interest in and to the Custom Work Product prior to full payment, including layout, design, images, scripts, and other developed assets. Upon receipt of full payment, Videographer grants to Client a nonexclusive, worldwide, fully paid license to use the Custom Work Product for its intended business purposes, subject to any further restrictions in the SOW.
6.3 Limitations on Client Use.Unless explicitly stated otherwise:
6.3.1 Client shall not create derivative works based on the Custom Work Product or resell the Deliverables without Videographer’s prior written consent.
6.3.2 Client may not modify production files beyond minor updates or those specifically agreed upon in the SOW.
6.4 Videographer’s License to Customer Content.Client grants Videographer a nonexclusive, worldwide, perpetual, royalty-free license to reproduce, adapt, distribute, and display Customer Content solely for the purpose of providing Services and producing Deliverables under this Agreement.
6.5 Videographer Technology and Generic Modules.Any preexisting software, technology, subroutines, or “Generic Modules” owned by Videographer remain the sole property of Videographer. Videographer may incorporate these into Deliverables, granting Client a license to use them as part of the final product without transferring ownership of Developer’s underlying technology.
6.6 Portfolio Rights and Production Credits.
6.6.1 Videographer’s Portfolio: Developer may display the final web design or video Deliverables (or excerpts) in its portfolio unless Client requests otherwise in writing.
6.6.2 Videography Credits: Unless Client objects in writing, Developer may place a “Produced by Sun Locke Media” credit or watermark on final videos.
7. Warranties and Disclaimers
7.1 Client’s Warranties.Client represents and warrants that:
7.1.1 Client has all necessary rights and permissions to use any Client Content provided to Videographer.
7.1.2 The use of Client Content does not infringe on any third-party rights or violate any applicable law.
7.2 Videographer’s Warranties.Videographer warrants that the Services will be performed in a professional and workmanlike manner. However, Videographer makes no guarantee as to the success or “public reception” of the final videos.
7.3 Disclaimer of Other Warranties.EXCEPT AS EXPRESSLY STATED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND WITHOUT ADDITIONAL WARRANTY, EXPRESS OR IMPLIED. VIDEOGRAPHER DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. Limitations on Liability
8.1 Exclusion of Certain Damages.Except for indemnification obligations, neither party shall be liable for lost profits, lost opportunities, or any special, consequential, or indirect damages.
8.2 Videographer’s Liability Cap.Videographer’s liability to Client shall in no event exceed the total amounts paid by Client under this Agreement.
8.3 Client’s Liability Cap.Client’s liability to Videographer for any matters related to this Agreement shall not exceed the total of payments due under this Agreement.
9. Indemnification
9.1 Videographer Indemnification.Videographer shall indemnify, defend, and hold harmless Client (and its officers, directors, employees, and agents) from and against any third-party claims, liabilities, losses, or damages arising out of Videographer’s negligent or wrongful acts in performing this Agreement, including but not limited to infringement claims related to Videographer’s own footage or materials.
9.2 Client Indemnification.Client shall indemnify, defend, and hold harmless Videographer (and its officers, directors, employees, and agents) from and against any third-party claims, liabilities, losses, or damages arising out of (a) the use of Client Content in the videos, or (b) Client’s unlawful or negligent conduct in connection with this Agreement.
9.3 Survival.The indemnification obligations survive the termination or expiration of this Agreement.
10. Production Credits
10.1 Credit.10.1 Acknowledgment Page and Hyperlink. Unless Client objects in writing, Client agrees Videographer may place a credit or watermark (e.g., “Produced by Sun Locke Media”) within the video or end credits. The format is at Videographer’s discretion, subject to Client’s approval.
10.2 Promotional Use.Videographer reserves the right to reference the final Deliverables in Videographer’s portfolio or marketing materials unless otherwise restricted by Client in writing.
10.3 Rights and Limitations.The inclusion of this development credit shall not confer upon Videographer any trademark, copyright, or other proprietary interest in the Web Site beyond what is expressly granted elsewhere in this Agreement.
11. Termination
11.1 Term.This Agreement shall commence on the Effective Date and remain in effect until all Services and Deliverables have been completed and accepted, unless earlier terminated as provided below.
11.2 Termination for Cause.Either party (the “Non-Breaching Party”) may terminate this Agreement by providing written notice to the other (the “Breaching Party”) if the Breaching Party materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving notice.
11.3 Effect of Termination.
Upon termination:
11.3.1 Videographer shall cease work and deliver any partially completed Deliverables (in their then-current form) to Client, if paid for.
11.3.2 Any outstanding payment obligations accrued prior to termination remain due.
11.3.3 The confidentiality obligations in Section 12 survive termination.
11.4 Annual or Recurring Fees (If Applicable).If Client signed up for recurring videography services or a subscription with an initial non-cancelable term, termination without cause during that initial term may still obligate Client to pay the full amount of the non-cancelable term’s fees. Termination for cause abides by the rules above.
12. Confidentiality
12.1 Confidential Information.
“Confidential Information” shall mean a party’s information that is not generally known by nonparty personnel, used by the party and which is proprietary to the party or the disclosure of which would be detrimental to the party. Confidential information includes, but is not limited to, the following types of information (whether or not reduced to writing or designated as confidential): computer scripts, software or routines; internal personnel, financial, marketing, and other business information, and manner and method of conducting business; strategic, operations, and other business plans and forecasts; information relating to the party’s employees, customers, vendors, or other contractors; and the existence of a contractual relationship between the parties. Confidential Information shall not include any information which is or becomes generally available to the public without breach of this Agreement, which is in the possession of a party prior to its disclosure by the other party, or becomes available from a third party not in breach of any obligation of confidentiality to the disclosing party.
12.2 Nondisclosure.
Each party agrees not to use, disclose, sell, license, publish, reproduce, or otherwise make available the Confidential Information of the other party except and only to the extent necessary to perform under this Agreement. Each party agrees that the Confidential Information of the other party shall be held in strict confidence and shall not be used or disclosed without the express written consent of the other party, except as may otherwise be required by law. Each party shall use reasonable measures to secure and protect the other party’s Confidential Information, including measures at least as strict as those such party uses to protect its own Confidential Information, and to take appropriate action by instruction or agreement with its employees, consultants, or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Agreement.
12.3 Exclusion.
Information that (a) becomes public without breach, (b) is already in the recipient’s possession without obligation of confidentiality, or (c) is lawfully obtained from a third party without a confidentiality breach, is not considered Confidential Information.
13. Miscellaneous Provisions
13.1 Additional or Ongoing Services (Maintenance/Support/Retainer).
If the parties agree to ongoing or retainer videography services (e.g., monthly shoots, periodic editing tasks), the annual or monthly fee shall be specified in a separate SOW or Schedule.
Any automatic renewal of these services must comply with New York’s Automatic Renewal Law (NY GOL §§ 5-903, 5-903-a), providing clear notice and cancellation options to Client before renewal.
13.2 Subcontracting.
Videographer may subcontract portions of the Services (e.g., hiring a second camera operator, editor, or sound designer) but remains responsible for the quality and performance of any subcontractor.
13.3 Nonsolicitation.
During the term of this Agreement and for one (1) year thereafter, neither party shall hire or solicit for employment any employee of the other who was directly involved in performing Services under this Agreement without prior written consent.
13.4 Publicity / Use of Client’s Name.Videographer shall not use Client’s name, trademarks, or logos for advertising or publicity without Client’s prior written consent, except as permitted in Section 10 (Production Credits).
13.5 Dispute Resolution.The parties agree that any dispute(s) arising under this Agreement shall be governed by and construed in accordance with the laws of the State of New York. The parties further agree that any such dispute(s) will be submitted promptly for binding resolution by an arbitrator or mediator with specific expertise in Internet and electronic communications matters, and that all proceedings shall be conducted in the Borough of Manhattan, in New York, or such other location as the parties may mutually agree.
13.6 Assignment.Videography may, at its sole discretion, assign or subcontract the whole or any part of this Agreement without Customer’s prior consent. Customer may not sell, transfer or assign this Agreement, except to entities controlled by Customer, without the prior consent of Videographer.
13.6 Entire Agreement.This Agreement, together with any Exhibits or Schedules, constitutes the entire understanding between the parties regarding the subject matter and supersedes any prior agreements or discussions. It may only be modified in writing, signed by both parties.
