Deadmau5 feat Imogen Heap video clip for Telemisscommunications

Transcription

1 VIDEO PRODUCTION AGREEMENT TO: [ ] ( you ) (please confirm address) FROM: VIRGIN RECORDS LIMITED 27 Wrights Lane London W8 5SW ( we, us ) DATED: 2012 Dear Sirs Deadmau5 feat Imogen Heap video clip for Telemisscommunications We and you confirm and agree that you shall be engaged and commissioned by us on the following terms and conditions to deliver to us by the Delivery Date a video clip animation (the "Video") which is to be animated by you as set out in more detail in the Schedule hereto. It is hereby agreed as follows:- 1. You will ensure that the you will be available at all times during pre-production and during the creation of the Video. 2. In consideration of your services hereunder we shall pay to you the amount as specified in the schedule (the "Fee"). Such sum shall be paid within fourteen (14) days following the later of acceptance by us of the Video and our receipt of an invoice therefore. Such sums shall be in full and final discharge of our obligations to you. 3. You accept and agree that your services to be performed hereunder shall be subject to the supervision of our Video Production Controller (presently Sam Seager) or such other authorised person as we may select and you shall comply with all reasonable instructions given by us in connection with the creation of the Video and we shall be consulted on all elements thereof at all stages of the creation of the Video and that you shall not proceed to an on-line edit of the Video until we have approved the off-line edit or rough cut (as applicable). 4. You hereby acknowledge and confirm that: a. You will be solely responsible for all costs and expenses incurred in creating and delivering the Video; and b. The monies payable by us to you hereunder include full, equitable and adequate remuneration in respect of all rights of whatsoever kind or nature to which you may now be or shall hereafter become entitled howsoever and of any and all payments which may be due to any and all third parties in connection with the exploitation of the Video. c. You will procure that on or before execution of this Agreement that each and every person (other than the Artist) who appears in the Video shall sign and deliver to us a consent form in the form attached hereto as Exhibit B and that any photographer commissioned, hired, authorised or permitted to take images at the Location shall sign and deliver to us a letter in the form attached hereto as Exhibit D. 1

2 5. You hereby assign to us absolutely and with full title guarantee the entire present and future copyright (including any extensions or renewals) in and to the Video and any and all other footage, images, outtakes, still photographs (including any negatives or digital files), props, clothing or other materials or items created, commissioned or purchased in the course of, in relation to or during the production of the Video in perpetuity throughout the Universe (the "Territory") free of any claim or right of you or any third party claiming through you. You hereby agree that, to the extent that have already asserted any moral rights in the Video, that you hereby waive all such rights as against us or our licensees and that you shall not seek to assert any such rights against us or our licensees. 6. Delivery of the Video by you to us shall only be deemed to have taken place when you have delivered to a properly authorised person (and for this purpose Sam Seager is a properly authorised person) on the Delivery Date (time being of the essence) and we have accepted the Delivery Materials (which shall be in first class condition and of the best quality available) each as specified in the Schedule hereto. 7. You hereby warrant confirm and undertake that:- a. you have the legal capacity and right to enter into this Agreement; and b. you shall be solely responsible and shall assume all liability for any loss, damage or injury to or of any person or property caused by your negligent act, error and/or omission in connection with the creation of the Video and for any loss or damage caused to us resulting from delay in creation of the Video; and c. you shall obtain and/or give all consents necessary for or desirable to enable the exploitation in any manner whatsoever by us our licensees and other persons authorised by us and our successors in title of the Video as required under the Copyright Designs & Patents Act 1988 (as amended or modified) and any other relevant legislation and hereby authorise us to give any such consents on your behalf for or in connection with such exploitation; and d. You shall ensure that any audio and/or audio visual recordings owned or controlled by us ( Recordings ) are protected from access to or use by any person not first approved or authorised in writing by us. You shall maintain records of each and every individual who has access to such Recordings and make those records available for inspection by us upon request: i. You shall not upload or download such Recordings to the Internet nor shall you copy (including, by way of example, the so-called burning of a CD-R) or transmit such Recordings or make them available for sharing via peer to peer, ftp, IRC or any other internet protocols; ii. iii. You shall afford us and our nominated investigators such access to your computer systems, files, date, drives or other equipment and such cooperation in respect thereof as we shall reasonably request in the event of a breach or suspected breach of the foregoing. You shall procure that the obligations set forth in sub-clauses (i) and (ii) above shall similarly be imposed on all of your employees, agents and sub-contractors; and e. You shall save us harmless from and to keep us fully and effectively indemnified against all losses, claims, expenses, damages and demands arising out of or as a consequence of any breach or alleged breach by you of any warranty, undertaking, representation or agreement on your part contained in this Agreement. 2

3 8. We shall be entitled to deal with and in the Video and license and assign the rights acquired by or granted to us under this Agreement in the course of exploiting the Video in our absolute discretion PROVIDED ALWAYS THAT we shall not be entitled to assign the entire benefit and burden of this Agreement without your prior written consent save to an Associated Company or to any person firm or company which acquires all or a substantial part of our business. For the purposes hereof an Associated Company shall mean any company which is a member of the Virgin and/or EMI Group of companies or any other group of companies of which we are at the time of assignment a member. 9. Without prejudice to any other rights we may have, it is specifically understood and agreed that in the event that you shall breach or threaten to breach this Agreement, or if you shall go into bankruptcy or liquidation whether voluntary or not (save for the purposes of amalgamation or reconstruction), or make any arrangement for the benefit of creditors or make any composition of any kind, or if a receiver shall be appointed over the undertaking of you or any part thereof then we shall have the right by notice in writing sent to you to forthwith terminate this Agreement. In such event you shall forthwith repay to us any payments made to you and deliver to us all film negatives scripts and other papers and materials relating to the Video which are in your possession or under your control. 10. This Agreement sets forth the entire agreement between the parties at the date hereof with respect to the subject matter hereof and shall be exclusively governed by and construed in accordance with the Laws of England. Yours faithfully, Read and Agreed: For and on behalf of VIRGIN RECORDS LIMITED [ANIMATOR] 3

4 SCHEDULE 1. Artist Deadmau5 2. Title Telemisscommunications 3. Animator x 4. Dates of Filming/Animation x 5. Fee $50 per second (the total is dependant on the section chosen for the purposes of the video) 6. Delivery Schedule Fri 30th Nov - Animation submissions open Dec 10 th - Submissions close Dec 14 th - Successful animators informed of the decision and briefed. Jan 4th - Final deadline for delivery of the approved animation files. 7. Delivery Materials HD uncompressed QT file (1080 HD) 4

5 EXHIBIT A INTENTIONALLY DELETED 5

6 EXHIBIT B FROM: (Performers name and address) TO: VIRGIN RECORDS LIMITED Date: Dear Sirs, TELEMISSCOMMUNICATIONS BY DEADMAU5 FEAT IMOGEN HEAP (the "Video") I hereby assign to you absolutely and in perpetuity throughout the Universe, all rights in and to my image, likeness, appearance or performance in the Video and any associated behind the scenes films and/or photos shot during creation of the Video (together the Assets ), including the copyright therein, together with all other rights of a proprietary nature therein and all performing or similar rights therein and I also hereby grant to you any and all consents required under the Copyright Designs & Patents Act 1988 (as amended or modified) or any other consent required under any legislation throughout the Universe in order that the fullest possible use of my image, likeness, appearance and performance may be made by you or your assignees or licensees for all purposes and in all media. I confirm that I am not a minor and that I have no entitlement to credit either on screen or in any publicity or otherwise. I hereby waive all so-called moral or like rights which I may have in or to the Assets and to the extent that it is not possible in any particular country or countries to waive such moral or like rights I confirm and agree that I will not assert such moral or like rights against you or your licensees. In consideration of the foregoing, you agree to make such minimum union scale payments as may be required by the Musicians Union or British Actors Equity Association at the time of the making of the Video (provided I am a member of such union) or such other fee that you and I may agree between us. Yours faithfully, Signature Print Name 6

7 EXHIBIT C INTENTIONALLY DELETED 7