VIDEO ASSIGNMENT - STANDARD TERMS OF AGREEMENT
1.1
In this Agreement, capitalised terms shall bear the meanings set
out below or the meanings given to them in the Deal Terms:
"Material" means the
audio, visual or audio-visual recordings (including photographs) by film, tape
or any other medium (whether analogue or digital), details of which are set out
in the Deal Terms;
"NextShoot Music" means the
music which NextShoot makes available to the Producer
for use in the Materials;
"Online Guide" means the
guide for producers available on the NextShoot website which provides minimum
quality guidelines and other delivery requirements applicable to all briefs;
"Third Party Consents" means all
licences, permissions, consents and waivers (including a waiver of moral
rights) which may be required for the use of the Material by NextShoot in
accordance with this Agreement, which includes from the owners of any rights
which are not owned or controlled by the Producer, any individuals performing
or appearing recognisably in the Material and from the holders of any rights in
any still photographs, trade marks or other proprietary rights or interests
comprised in the Material;
1.2
Unless the context otherwise requires, any words and expressions
used in this Agreement which are defined in the Copyright, Designs and Patents
Act 1988 (including any statute modifying, re-enacting, extending or made
pursuant to the same) (the "Act")
shall bear the same meanings in this Agreement as are ascribed to them in that
Act.
2.1In consideration of the payment of the
Fee as set out in clause 3 below, the Producer shall:
(a)
shoot the Material in accordance with the Brief as set out in the
Deal Terms;
(b)
provide all equipment and tape stock at the Producer's sole cost
and expense;
(c)
pay any fees due to any person or company contributing to the
Material;
(d)
deliver the Material to NextShoot in accordance with the Brief on
or before the Date of Delivery as set out in the Deal Terms;
(e)
make any changes to the Materials reasonably requested by
NextShoot within a reasonable time; and
(f)
not disclose any information of any nature relating to the
Material or any of NextShoot's general affairs to any person.
3.1
The Producer unconditionally and irrevocably assigns to NextShoot
with full title guarantee (by way of present assignment of present and future
copyright) all copyright (including without limitation any rental and lending
rights and cable re-transmissions rights) and other rights in and to the
Material in all media whether now known or later developed (and whether or not
in the contemplation of the parties) for the full duration of all such rights
together with all renewals, reversions and extensions thereof (and thereafter,
in so far as the Producer is able, in perpetuity) throughout the world.
3.2
To the fullest extent permitted by law, the Producer
unconditionally and irrevocably waives all moral rights (including but not
limited to those conferred by the Copyright, Designs and Patents Act 1988) or
any similar rights to which the Producer may be entitled, for the full term of
such rights.This waiver shall operate
in favour of NextShoot and its licensees and successors in title.
3.3
The Producer undertakes to do any and all acts and execute any and
all documents in such manner and at such locations as may be required by
NextShoot in its sole discretion in order to protect, perfect or enforce any of
the rights granted under this Agreement.
4.1 NextShoot shall pay to the Producer the Fee, which includes all delivery, handling, research, copying, retrieval and stock charges and all expenses including (but not limited to) those related to any travel, hire/transportation, sound and other equipment costs, except where any additional expenses have been previously authorised in writing by NextShoot.NextShoot's only obligation under this Agreement is to pay the Fee.It is acknowledged by the Producer that NextShoot has no other obligations under this Agreement. NextShoot's only obligation under this agreement is to pay the fee.
4.2
The Producer agrees that the Fee shall constitute a complete buy‑out
of all uses in all media throughout the world and that no further payment shall
be due to the Producer or any third party in respect of further exploitation of
the Material.The Fee represents the
entire consideration for the grant of and exploitation of the rights granted by
this Agreement throughout the world and in any media whatsoever (whether now
known or later developed and whether or not in the contemplation of the
parties) and includes full and proper equitable remuneration in respect of the
grant of all satellite, cable, rental and lending rights.
6.1 The Producer warrants, represents and
undertakes that:
(a)
the Producer has obtained all Third Party Consents which may be
necessary to enable NextShoot to exploit the Material;
(b)
the Producer has obtained all necessary licences, permissions or
consents from any collecting societies, unions and guilds in relation to any
use pursuant to this Agreement of any musical work, sound recording,
performance or contribution contained in the Material; and
(c)
the Producer shall not use the NextShoot Music in anything other
than the Materials, it being acknowledged that the Producer has no rights in
the NextShoot Music.
7.1
The Producer warrants, represents and undertakes to NextShoot
that:
(a)
the Producer is the sole, absolute and unencumbered legal and
beneficial Producer of all rights in and to the Material throughout the world;
(b)
the Material does not and shall not infringe any right of
copyright, moral right or any right whatsoever of any third party;
(c)
the Producer has paid any fees due to any person or company
contributing to the Material;
(d)
the Producer shall make himself aware of and at all times comply
with all applicable laws and regulations and instructions of NextShoot in
complying with its obligations under this Agreement; and
(e)
nothing contained in the Material infringes or violates any rights
of any person including (without limitation) any rights of copyright or rights
of privacy or any other common law or statutory rights of any kind nor does it
contain matter of an obscene or defamatory nature.
7.2
The Producer hereby indemnifies NextShoot and will keep NextShoot
at all times fully and effectively indemnified from and against all actions,
proceedings, claims, demands, costs, awards and damages however arising,
directly or indirectly as a result of any breach or non-performance by the
Producer of any of the Producer's obligations, undertakings or warranties
contained in this Agreement.
8.1 For the purposes of the Data
Protection Act 1998, as amended, Producer agrees and gives all consents
necessary to the holding and processing of personal data relating to Producer
in any form (whether obtained or held in writing, electronically or otherwise)
by NextShoot for purposes connected with this Agreement. NextShoot reserves the
right to transfer Producer's personal data in the event of a transfer of
ownership of NextShoot, such as acquisition by or merger with another company.
9.1
NextShoot shall be entitled to assign the benefit of all or any of
its rights under this Agreement and all the representations, warranties and
covenants on the part of the Producer contained in this Agreement shall to the
extent of such assignment or grant endure for the benefit of such assignee.
9.2
All rights granted under this Agreement shall be irrevocable under
all circumstances and shall not be subject to reversion, rescission, injunction
or other equitable relief in the case of any breach of this Agreement by Producer. Producer's remedies in respect of any breach
of this Agreement shall be limited to an action at law for damages, if any,
actually suffered by Producer. Producer shall not be entitled to enjoin or
restrain the distribution or exploitation of the Material or its allied or
ancillary rights.
9.3 This Agreement constitutes a contract for the provision of services by Producer as an independent contractor and is not a contract of employment. Accordingly, Producer shall be responsible for the payment of taxes due under this Agreement and shall account to HM Revenue & Customs for all taxes payable on any fees or other amounts paid under this Agreement and (to the extent required by law) to the relevant authorities for any National Insurance and other statutory contributions. Producer shall indemnify and keep NextShoot indemnified against all actions, claims, demands, penalties, assessments, liabilities, surcharges and expenses in respect of those fees, amounts or contributions made against or incurred by NextShoot arising in consequence of Producer failing to pay any taxes properly payable by Producer or otherwise. The Producer is and shall be at all times under this Agreement a self-employed independent contractor of Nextshoot. At no time shall the Producer hold himself/herself out as being an officer or employee of NextShoot. NextShoot acknowledges that it does not and will not control the working hours, location or otherwise direct the manner in which the services of the Producer are carried out under this Agreement. NextShoot shall simply have the right to approve or disapprove the final Services provided by the Producer.
9.4
Nothing in this Agreement shall impose any restriction on the
manner, form or method by which NextShoot commercially exploits the Material
(or refrains therefrom) at such times and in such manner and form and by such
method as NextShoot in its absolute discretion may deem fit, free from any
restrictions or limitations whatsoever other than those expressly set out in
this Agreement.Any termination of this
Agreement shall not affect any of the rights assigned or granted under this
Agreement.
9.6
Delivery of an executed signature page to this Agreement by
facsimile or transmitted electronically in Tagged Image Format Files (TIFF),
JPEG or Portable Document Format (PDF) or any other electronic format whether
now known or later developed shall be treated as effective as delivery of a
manually executed counterpart of this Agreement and the parties each waive any
rights they may have to object to such treatment.
9.7
A person who is not a party to this Agreement has no right under
the Contracts (Rights of Third Parties) Act 1999 (UK) to enforce any term of
this Agreement (but this does not affect any right or remedy of a third party
which exists or is available apart from that Act).
9.8
This Agreement and all rights and obligations arising hereunder
shall be construed under and governed by the laws of England and the parties
shall submit to the exclusive jurisdiction of the English courts.