Video Production Proposal

DELIVERABLES 1.1 Final Deliverables. Provider will deliver to Client the following final edited Works ("Deliverables"): (a) Quantity: 1 final edited images/videos. This count refers to edited, export-ready files only. RAW, unedited, or rejected files do not count toward this number and are not included in the Deliverables unless expressly stated in Section [raw-footage-ownership-access]. (b) Image Specifications (if applicable): Resolution: Image resolution Format: File format (e.g., high-resolution JPEG, TIFF, or PNG; RAW files excluded unless separately agreed) Color Profile: Color profile (c) Video Specifications (if applicable): Video specifications (if applicable) 1.2 Delivery Method. Deliverables will be made available to Client via Delivery method (e.g., online gallery link, USB drive shipped to Client's address, cloud download link). 1.3 Delivery Timeline. Provider will deliver the Deliverables within 14 calendar days after the shoot date (or, for multi-day projects, within 14 calendar days after the final shoot date). Time is not of the essence unless Client provides written notice that a specific deadline is material, in which case the parties must agree to that deadline in writing before the shoot. 1.4 Client Download Obligation. Client is responsible for downloading and backing up all Deliverables within 30 days of receiving the delivery notification. After this period, Provider has no obligation to retain or re-deliver the files. Provider is not liable for files that Client fails to download within this window.

USAGE RIGHTS SCOPE 2.1 Grant. Subject to full payment of all fees due under this Agreement and Client's compliance with all terms herein, Provider grants to Client the license described in this Section. 2.2 Exclusivity. The license is: non-exclusive (select: "non-exclusive" or "exclusive within the following category: Exclusivity category (if exclusive)"). 2.3 Scope of Permitted Use. Client may use the Works solely for the following purposes: Permitted use scope. Use outside this scope requires a separate written amendment signed by both parties. 2.4 Territory. The license is limited to the following geographic territory: Geographic territory (e.g., "United States," "Worldwide," "European Union"). 2.5 Duration. The license commences upon delivery of the final Works and continues for: perpetual (e.g., "one (1) year," "three (3) years," "perpetually"). If no term is specified, the license is non-perpetual and expires twelve (12) months after delivery. 2.6 Non-Transferability. The license is personal to Client. Client may not assign, sublicense, or transfer any rights granted herein to any third party without Provider's prior written consent, except that Client may permit Client's employees and contractors to use the Works solely on Client's behalf within the scope of this license. 2.7 Print and Reproduction License. Client's right to reproduce the Works in print media (brochures, billboards, print advertising, merchandise) is limited to: Print/reproduction rights scope (e.g., "up to Maximum print run (if applicable) copies," "internal use only," "unlimited print reproduction within the licensed territory"). Print rights beyond this scope require a separate written agreement.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

VIDEO POST-PRODUCTION PHASES AND REVISIONS 1. Post-Production Phases. The post-production process consists of the following phases, each requiring Client name / business name's written approval before Designer proceeds: (a) Script / Storyboard Approval (if applicable): Designer delivers a script, storyboard, or shot list. Client name / business name may request revisions until written approval is issued. Script revisions requested after production begins are a scope change and may incur additional fees. (b) Rough Cut / Assembly Cut: Designer delivers a rough cut for review. (c) Fine Cut / Locked Picture: Incorporates approved rough-cut revisions. (d) Final Delivery: Color grade, audio mix, and titles applied to locked picture. 2. Included Revision Rounds. Each phase includes 2 round(s) of revisions at no additional charge. A "revision round" means one consolidated written list of changes submitted in a single communication. Piecemeal feedback submitted across multiple emails or messages does not constitute a single revision round—Designer will acknowledge receipt and request that all feedback be consolidated before work begins. 3. Scope of Revisions. Revisions must address the original approved scope and brief. A "revision" includes adjustments to pacing, color, audio levels, title copy, and sequencing of approved footage. It does NOT include: (a) fundamental restructuring of the narrative arc; (b) reshooting scenes; (c) replacing the majority of footage; or (d) changing the deliverable format (e.g., horizontal to vertical). Changes of this kind constitute a new project and will be quoted separately. 4. Client Feedback Deadline. Client name / business name must provide written feedback within 5 calendar days of receiving each phase deliverable. If Client name / business name does not respond within this window, the phase is deemed approved and Designer will proceed to the next phase. A single reminder email will be sent on day 7; if no response follows by day 5, approval is automatic. 5. Additional Revision Rounds. Additional revision rounds beyond the included allotment are available at Rate for additional revision rounds ($) per round, invoiced before work begins. 6. No Posting Until Approved. Client name / business name will not post or publish any video deliverable until written final approval is issued. Designer is not liable for consequences of unauthorized early publication.

MUSIC LICENSING AND THIRD-PARTY CONTENT 1. Third-Party Content Defined. "Third-Party Content" means any copyrighted material not created by Designer or Client name / business name specifically for this project, including music, sound recordings, stock footage, fonts, graphic elements, and other pre-existing works incorporated into the video deliverables. 2. Designer-Sourced Music. Unless otherwise specified, Designer will source music from Designer's licensed royalty-free library (Licensed music libraries used by Designer, e.g., Musicbed, Artlist, Epidemic Sound). These licenses include both the synchronization license (right to pair music with video) and the master use license (right to use the specific recording). Designer will confirm that the license tier covers Client's intended usage scope before finalizing music selection. 3. Usage Scope Matching. Music licenses must match Client's intended use. Client must disclose before production: (a) all platforms where the video will be published (YouTube, Instagram, broadcast TV, etc.); (b) whether the video will be used in paid advertising; (c) the intended duration of use (campaign period or evergreen); and (d) whether the video will be sub-licensed or used by third parties. If Client's usage expands after delivery, Client is solely responsible for upgrading the music license to cover the expanded use. 4. Client-Requested Music. If Client requests a specific song not available in Designer's licensed library (e.g., a commercially released track): (a) Client is responsible for obtaining and paying for both a synchronization license and a master use license from the applicable rights holders before Designer incorporates the music; (b) Designer will not incorporate unlicensed commercially released music under any circumstances; and (c) Client acknowledges that unlicensed music will result in takedowns, muting, or demonetization on YouTube, Instagram, Facebook, and TikTok, and that Designer bears no liability for such platform actions. 5. Platform-Specific Risks. Even properly licensed music may be flagged by platform Content ID systems. Designer is not liable for platform-initiated takedowns or monetization claims arising from music licensing disputes, provided Designer sourced the music from a licensed library matching the usage scope disclosed by Client. 6. Documentation. Designer will retain and provide Client with proof of music licensing (license certificates or library receipts) upon written request.

6.1 Purpose. This Section establishes a reasonable pre-estimate of Provider's actual damages upon Customer-initiated early termination, comprising (i) unrecovered onboarding and ramp costs, (ii) lost contribution margin on foregone work, and (iii) opportunity cost of reserved capacity. The parties agree these are genuine pre-estimates and not penalties. 6.2 Early Termination Compensation. If Customer terminates this Agreement or any SOW prior to completion for any reason other than Provider's uncured material breach (i.e., a termination for convenience under Section Termination-for-Convenience Section Reference), Customer will pay Provider a kill fee calculated as follows, in addition to all fees earned for Services already performed: (a) Termination before completion of Stage 1 (defined in the applicable SOW): Stage 1 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting that Provider has incurred full onboarding costs (strategy, account setup, tool provisioning, and personnel allocation) but recovered minimal revenue. (b) Termination after Stage 1 completion but before Stage 2 completion: Stage 2 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting partial but incomplete cost recovery. (c) Termination after Stage 2 completion: Stage 3 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting that a substantial portion of reserved capacity cannot be redeployed on short notice. (d) For month-to-month retainers without defined stages: a flat kill fee equal to Retainer Kill Fee (weeks of monthly fee) weeks of the then-current monthly retainer fee, representing Provider's documented average re-engagement cost and minimum re-deployment lead time. 6.3 Invoice and Payment. Provider will invoice the kill fee within Days to Issue Kill Fee Invoice business days of the effective termination date. The kill fee invoice is due and payable within 30 days of invoice date. Late payment accrues interest at the rate set forth in Section Late Payment Section Reference. 6.4 No Double Recovery. The kill fee is in lieu of, not in addition to, any lost-profit damages claim arising solely from the early termination. Provider retains all other remedies for separate breaches. 6.5 Reasonableness Documentation. Provider shall make available to Customer, upon written request, its standard onboarding cost schedule and personnel allocation records supporting the kill-fee percentages above, to facilitate enforcement if disputed.