Is this a standard contract?
dapoopta
19 Mar 2009 23:03
I am looking to do some videos with this company, simple stuff, going to a business and taking shots of the owner/employees/ etc. talking about the business and then it will be hosted by the company I will be contracting for. Here is the contract:
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VIDEOGRAPHER AGREEMENT
THIS VIDEOGRAPHER AGREEMENT (“Agreement”) is made and entered into this _____ day of ______________, 2009, by and between ONE YELLOW SPOT, LLC, an Ohio limited liability company (“1YS"), and _____________________________ ("Contractor").
WITNESSETH:
WHEREAS, Contractor is engaged in the business of providing videography and related video production and editing services;
WHEREAS, 1YS seeks individuals to assist in the videography, production and editing of online video clips showcasing the businesses of 1YS customers (“Services”);
WHEREAS, Contractor is interested and capable of performing such Services;
WHEREAS, 1YS and Contractor intend to enter into an independent contractor relationship whereby Contractor will perform the needed Services on a non-exclusive and as-needed basis; and
WHEREAS, neither 1YS nor Contractor desire to enter an employer-employee relationship.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, it is hereby mutually agreed as follows:
1. Term. This Agreement shall commence as of the date first written above for one (1) year (the “Term”), and shall automatically continue for one (1) year terms thereafter (each such term being referred to herein as a “Renewal Term”). Notwithstanding the foregoing, either party may terminate this Agreement by giving the other party, at its/his last known address, thirty (30) days prior written notice of termination.
2. Duties.
(a) During the Term and all Renewal Terms, Contractor shall perform Services hereunder as requested from time-to-time by 1YS and only at the request of 1YS.
(b) Contractor shall be free to perform Services in such manner and at such times as Contractor deems best for Contractor; provided, however, that Contractor shall coordinate the scheduling of video shoots with 1YS or its duly authorized agents. Contractor is free to conduct the Services from any location Contractor chooses; provided, however, that Contractor agrees to shoot video footage at a location reasonably requested by 1YS’s customer.
Download the original attachment
VIDEOGRAPHER AGREEMENT
THIS VIDEOGRAPHER AGREEMENT (“Agreement”) is made and entered into this _____ day of ______________, 2009, by and between ONE YELLOW SPOT, LLC, an Ohio limited liability company (“1YS"), and _____________________________ ("Contractor").
WITNESSETH:
WHEREAS, Contractor is engaged in the business of providing videography and related video production and editing services;
WHEREAS, 1YS seeks individuals to assist in the videography, production and editing of online video clips showcasing the businesses of 1YS customers (“Services”);
WHEREAS, Contractor is interested and capable of performing such Services;
WHEREAS, 1YS and Contractor intend to enter into an independent contractor relationship whereby Contractor will perform the needed Services on a non-exclusive and as-needed basis; and
WHEREAS, neither 1YS nor Contractor desire to enter an employer-employee relationship.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, it is hereby mutually agreed as follows:
1. Term. This Agreement shall commence as of the date first written above for one (1) year (the “Term”), and shall automatically continue for one (1) year terms thereafter (each such term being referred to herein as a “Renewal Term”). Notwithstanding the foregoing, either party may terminate this Agreement by giving the other party, at its/his last known address, thirty (30) days prior written notice of termination.
2. Duties.
(a) During the Term and all Renewal Terms, Contractor shall perform Services hereunder as requested from time-to-time by 1YS and only at the request of 1YS.
(b) Contractor shall be free to perform Services in such manner and at such times as Contractor deems best for Contractor; provided, however, that Contractor shall coordinate the scheduling of video shoots with 1YS or its duly authorized agents. Contractor is free to conduct the Services from any location Contractor chooses; provided, however, that Contractor agrees to shoot video footage at a location reasonably requested by 1YS’s customer.
dapoopta
19 Mar 2009 23:03
(c) It is expressly agreed that 1YS shall have no right to oversee, supervise, or control the methods or techniques utilized by Contractor in performing Services hereunder.
(d) All Services performed by Contractor shall be done with his own equipment and supplies and at his own expense.
3. Insurance. Contractor shall maintain all insurance and/or bonds required by law or this Agreement, including but not limited to the following coverage:
(a) Commercial General Liability, including contractual liability coverage, with limits of at least $1,000,000 Per Occurrence Bodily Injury and Property Damage / $1,000,000 Personal & Advertising Injury / $1,000,000 Products/Completed Operations /$2,000,000 General Aggregate;
(b) Commercial Automobile Liability with a combined single limit of not less than $1,000,000 per occurrence;
(c) Workers Compensation as prescribed by the law of any state in which the work is to be performed;
(d) Employer’s Liability with limits of at least $1,000,000 each accident/$1,000,000 each employee by disease/$1,000,000 policy limit by disease; and
(e) All Risks Property insurance on a replacement cost basis insuring the Contractor’s real and personal property.
Should insurance policy limits be exhausted or should Contractor or its agents or subcontractors fail to maintain the required insurance coverage, neither Contractor nor any of its agents and subcontractors will in any way be relieved from liability provided for herein to 1YS should a loss occur. 1YS will have the right, but not the obligation, to prohibit Contractor or any agents or subcontractors from performing work under this Agreement until evidence that the insurance has been placed in complete compliance with these requirements is received and approved by 1YS. For any claims relating to this Agreement, the Contractor’s insurance shall be deemed to be primary and not contributing to or in excess of any similar coverage purchased by 1YS. Contractor shall provide to 1YS certificates of insurance evidencing the required coverage prior to the rendition of any Services hereunder. Contractor’s insurers will be required to give 30 days written notice to 1YS prior to any policy cancellation, non-renewal or material change. Failure of Bottler to demand such certificates or to identify any deficiency in the insurance provided shall not be construed as or deemed to be a waiver of the Contractor’s (or its agents’ or subcontractors’) obligation to maintain such insurance.
4. Indemnification. To the fullest extent permitted by law, Contractor will indemnify, defend and hold harmless 1YS, its members, officers, employees, agents, representatives, successors and assigns, from and against any and all liabilities, losses, damages, injuries, claims, costs, expenses or the like (including but not limited to attorneys’ fees and costs) that result, in whole or in part, from or arise out of, or by reason of, the Services provided by Contractor hereunder. These indemnity and defense obligations shall apply to any acts or omissions, negligent or willful misconduct of Contractor, its employees or agents, whether active or passive.
5. Responsibility for Damages. Contractor shall perform Services exclusively at his own risk and shall be responsible for all losses, injuries or damages that occur in connection with the performance of his Services hereunder.
6. Time Requirements. Apart from the terms of Section 2(a) above, there shall be no minimum or maximum number of hours of Services which must be performed or specified periods of time during which Services are to be performed, either on a weekly or monthly basis. It is expressly agreed that Contractor's Services will be utilized on an "as-needed" basis and if 1YS has no need for Services to be rendered by Contractor, no assignments for Services will be given to Contractor.
7. Nonexclusivity. It is expressly agreed that Contractor has the right to contract for similar services with other individuals and businesses, and 1YS has the right to contract for similar services with other contractors or subcontractors.
(d) All Services performed by Contractor shall be done with his own equipment and supplies and at his own expense.
3. Insurance. Contractor shall maintain all insurance and/or bonds required by law or this Agreement, including but not limited to the following coverage:
(a) Commercial General Liability, including contractual liability coverage, with limits of at least $1,000,000 Per Occurrence Bodily Injury and Property Damage / $1,000,000 Personal & Advertising Injury / $1,000,000 Products/Completed Operations /$2,000,000 General Aggregate;
(b) Commercial Automobile Liability with a combined single limit of not less than $1,000,000 per occurrence;
(c) Workers Compensation as prescribed by the law of any state in which the work is to be performed;
(d) Employer’s Liability with limits of at least $1,000,000 each accident/$1,000,000 each employee by disease/$1,000,000 policy limit by disease; and
(e) All Risks Property insurance on a replacement cost basis insuring the Contractor’s real and personal property.
Should insurance policy limits be exhausted or should Contractor or its agents or subcontractors fail to maintain the required insurance coverage, neither Contractor nor any of its agents and subcontractors will in any way be relieved from liability provided for herein to 1YS should a loss occur. 1YS will have the right, but not the obligation, to prohibit Contractor or any agents or subcontractors from performing work under this Agreement until evidence that the insurance has been placed in complete compliance with these requirements is received and approved by 1YS. For any claims relating to this Agreement, the Contractor’s insurance shall be deemed to be primary and not contributing to or in excess of any similar coverage purchased by 1YS. Contractor shall provide to 1YS certificates of insurance evidencing the required coverage prior to the rendition of any Services hereunder. Contractor’s insurers will be required to give 30 days written notice to 1YS prior to any policy cancellation, non-renewal or material change. Failure of Bottler to demand such certificates or to identify any deficiency in the insurance provided shall not be construed as or deemed to be a waiver of the Contractor’s (or its agents’ or subcontractors’) obligation to maintain such insurance.
4. Indemnification. To the fullest extent permitted by law, Contractor will indemnify, defend and hold harmless 1YS, its members, officers, employees, agents, representatives, successors and assigns, from and against any and all liabilities, losses, damages, injuries, claims, costs, expenses or the like (including but not limited to attorneys’ fees and costs) that result, in whole or in part, from or arise out of, or by reason of, the Services provided by Contractor hereunder. These indemnity and defense obligations shall apply to any acts or omissions, negligent or willful misconduct of Contractor, its employees or agents, whether active or passive.
5. Responsibility for Damages. Contractor shall perform Services exclusively at his own risk and shall be responsible for all losses, injuries or damages that occur in connection with the performance of his Services hereunder.
6. Time Requirements. Apart from the terms of Section 2(a) above, there shall be no minimum or maximum number of hours of Services which must be performed or specified periods of time during which Services are to be performed, either on a weekly or monthly basis. It is expressly agreed that Contractor's Services will be utilized on an "as-needed" basis and if 1YS has no need for Services to be rendered by Contractor, no assignments for Services will be given to Contractor.
7. Nonexclusivity. It is expressly agreed that Contractor has the right to contract for similar services with other individuals and businesses, and 1YS has the right to contract for similar services with other contractors or subcontractors.
dapoopta
19 Mar 2009 23:03
8. Compensation. 1YS shall pay Contractor a flat fee of ______________ Dollars ($_________) for each 1YS online video customer clip shot, produced and edited by Contractor (the “Compensation”). 1YS shall only be obligated to pay Contractor the Compensation provided for hereunder upon 1YS receiving notification from its customer that the Services provided by Contractor, including the video customer clip produced by Contractor, are acceptable to such customer. Upon receipt of such confirmation from 1YS’s customer, 1YS shall pay Contractor within ten (10) business days the Compensation.
9. Relationship Between Parties. Contractor is being engaged by 1YS only for the purposes and to the extent set forth in this Agreement, and his relation to 1YS shall, during the period of his engagement, be that of an independent contractor. Contractor shall be free to dispose of such portion of his entire time, energy, and skill as he is not obligated to devote hereunder to 1YS in such manner as he sees fit and to such persons, firms, or corporations as he deems advisable. Contractor shall not be considered as having employee status or being entitled to participate in any benefit plans, arrangements, or distributions by 1YS pertaining to or in connection with any pension, stock, bonus or profit sharing plans, or similar benefits for 1YS’s regular employees. It is further agreed that Contractor will be responsible for the payment and reporting of all federal, state and local taxes, including, but not limited to, social security taxes, withholding taxes, payroll taxes, employment taxes and workers’ compensation premiums, and shall indemnify and hold 1YS harmless from the payment of any and all such taxes or penalties for the failure to withhold, deposit or report any such taxes. Contractor hereby acknowledges that Contractor is not a partner, joint venturer, or agent of 1YS, and has no authority to obligate, bind or incur liabilities on behalf of 1YS without 1YS’s prior written consent.
10. Ohio Law. It is expressly agreed that this Agreement shall be construed in accordance with Ohio law.
11. Compliance with Law. Contractor shall comply with all applicable laws, rules, regulations, and ordinances related to the Services provided by Contractor hereunder.
12. Other Agreements. Contractor warrants that he is not a party to any other existing agreement which would prevent Contractor from entering into this Agreement or which would adversely affect Contractor’s ability to perform the Services under this Agreement.
13. Severability. It is expressly agreed that if, for any reason, any provision of this Agreement is held to be invalid, the remaining provisions shall remain valid and binding on the parties hereto.
14. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
15. Merger. It is expressly agreed that this Agreement contains the entire understanding of the parties hereto and that no prior, contemporaneous or subsequent statements, either oral or written, may be used or relied upon to add to, detract from or modify in any manner any of the provisions of this Agreement.
16. Amendment. The terms of this Agreement may be reviewed by the parties from time to time and may be amended only by a written agreement signed by both of the parties.
17. Waiver. The failure of either party to enforce at any time, or for any period of time, the provisions of this Agreement, shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision.
18. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, any words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.
Signatures begin on next page
IN WITNESS WHEREOF, the parties have signed this Videographer Agreement the day and year first above written.
1YS:
ONE YELLOW SPOT, LLC
By:_______________________________________
Print Name:________________________________
Title:_____________________________________
CONTRACTOR:
__________________________________________
Print Name:________________________________
370166.1
The one thing that worries me is the 1,000,000 liabilities.
9. Relationship Between Parties. Contractor is being engaged by 1YS only for the purposes and to the extent set forth in this Agreement, and his relation to 1YS shall, during the period of his engagement, be that of an independent contractor. Contractor shall be free to dispose of such portion of his entire time, energy, and skill as he is not obligated to devote hereunder to 1YS in such manner as he sees fit and to such persons, firms, or corporations as he deems advisable. Contractor shall not be considered as having employee status or being entitled to participate in any benefit plans, arrangements, or distributions by 1YS pertaining to or in connection with any pension, stock, bonus or profit sharing plans, or similar benefits for 1YS’s regular employees. It is further agreed that Contractor will be responsible for the payment and reporting of all federal, state and local taxes, including, but not limited to, social security taxes, withholding taxes, payroll taxes, employment taxes and workers’ compensation premiums, and shall indemnify and hold 1YS harmless from the payment of any and all such taxes or penalties for the failure to withhold, deposit or report any such taxes. Contractor hereby acknowledges that Contractor is not a partner, joint venturer, or agent of 1YS, and has no authority to obligate, bind or incur liabilities on behalf of 1YS without 1YS’s prior written consent.
10. Ohio Law. It is expressly agreed that this Agreement shall be construed in accordance with Ohio law.
11. Compliance with Law. Contractor shall comply with all applicable laws, rules, regulations, and ordinances related to the Services provided by Contractor hereunder.
12. Other Agreements. Contractor warrants that he is not a party to any other existing agreement which would prevent Contractor from entering into this Agreement or which would adversely affect Contractor’s ability to perform the Services under this Agreement.
13. Severability. It is expressly agreed that if, for any reason, any provision of this Agreement is held to be invalid, the remaining provisions shall remain valid and binding on the parties hereto.
14. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart.
15. Merger. It is expressly agreed that this Agreement contains the entire understanding of the parties hereto and that no prior, contemporaneous or subsequent statements, either oral or written, may be used or relied upon to add to, detract from or modify in any manner any of the provisions of this Agreement.
16. Amendment. The terms of this Agreement may be reviewed by the parties from time to time and may be amended only by a written agreement signed by both of the parties.
17. Waiver. The failure of either party to enforce at any time, or for any period of time, the provisions of this Agreement, shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision.
18. Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, any words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise.
Signatures begin on next page
IN WITNESS WHEREOF, the parties have signed this Videographer Agreement the day and year first above written.
1YS:
ONE YELLOW SPOT, LLC
By:_______________________________________
Print Name:________________________________
Title:_____________________________________
CONTRACTOR:
__________________________________________
Print Name:________________________________
370166.1
The one thing that worries me is the 1,000,000 liabilities.
vadervideo
19 Mar 2009 23:11
Ah, the intricacies of doing business. Unfortunately there is no easy way around that. - I knew a subcontractor that was hired to pull LAN cables in a legal firm... he didn't have such insurance - he ended up spending close to ten grand on a new conference table for the law firm... why? He stood on top of it to pull cable through the ceiling panels and it collapsed. To make things worse - he was injured. But he had no recourse whatsoever - because he didn't have insurance. Even the simplest of things can instantly cost a fortune... so be careful and look into it. Call your insurance guy or ask the contracting party if they can get a rider for you on their policy.
dapoopta
19 Mar 2009 23:13
If I were to establish an LLC would this cover me for anything?
ODesigns
19 Mar 2009 23:21
I'd love it if there was one standard model release that was acceptable by all outlets.
vadervideo
19 Mar 2009 23:26
Nope - that is just a business class - one has nothing to do with the other... Insurance for business is one of those necessary evils due to situations like these. Basically -- your contractor is merely covering their A$$ for all circumstances... I would ask them to see if they can get you a rider... if not, ask them if they even carry such insurance - if they don't then they are BS'ing you in hopes that you pick up the tab even though it would never cover them. But for your own peace of mind - look into it..
Think about this - let's say you bring out some lighting - and someone (stupid, ignorant, dumb, moronistic) touches a bulb burns their fingers and it explodes in their face - you are liable. Or what if someone tripped over one of your power cords, made a light tip over into a goldfish bowl, electrocuted the fish and they were $2000.00 a piece Koi's - what then?.. you are liable. Get the picture. It is truly a necessary evil. You could always ask the client to see if they will cover you - they might be able to get a rider as well. Of course, the client might look down upon that as being unprofessional... and this is where you need to tell them the truth... tell them that you are starting or trying to get a new business going and don't have all the facilities available yet - be honest... you will be amazed sometimes at how helpful clients can be. Many times they actually love helping a newbie get started. They remember what it's like to get things started. Also talk to your contractor and explain that you don't have such facilities... maybe they will step in without question. Their butt is on the line as much as yours to get the job done too. The key: Communicate!
Think about this - let's say you bring out some lighting - and someone (stupid, ignorant, dumb, moronistic) touches a bulb burns their fingers and it explodes in their face - you are liable. Or what if someone tripped over one of your power cords, made a light tip over into a goldfish bowl, electrocuted the fish and they were $2000.00 a piece Koi's - what then?.. you are liable. Get the picture. It is truly a necessary evil. You could always ask the client to see if they will cover you - they might be able to get a rider as well. Of course, the client might look down upon that as being unprofessional... and this is where you need to tell them the truth... tell them that you are starting or trying to get a new business going and don't have all the facilities available yet - be honest... you will be amazed sometimes at how helpful clients can be. Many times they actually love helping a newbie get started. They remember what it's like to get things started. Also talk to your contractor and explain that you don't have such facilities... maybe they will step in without question. Their butt is on the line as much as yours to get the job done too. The key: Communicate!
dapoopta
19 Mar 2009 23:45
The client and contractor are the same person... I guess you could say.
The company , oneyellowspot.com, hires me to go to a 'customer' and take video. Are you saying I ask to be covered under the customer as a rider, or under oneyellowspot? Thanks for all your help!
The company , oneyellowspot.com, hires me to go to a 'customer' and take video. Are you saying I ask to be covered under the customer as a rider, or under oneyellowspot? Thanks for all your help!
RekindlePhoto
20 Mar 2009 00:46
It's far more than is required. They spent a pretty penny having a lawyer write this one up. A quick glance of it makes me think that you are a completely independent contractor using your own equipment and directions. Because of this they are already covered and have little or no liability. Now if they gave you equipment to use or exact directions then you really follow under an employee then they have full liability. So this contract is over the edge as to what is needed for a contractor like you will be. The insurance amounts are unrealistic for a video or photo contractor IMHO. They are just paranoid and have gone far over board. BUT, it's their game so if you want to play go buy some insurance and have fun.
vadervideo
20 Mar 2009 00:53
I think it's a plagiarized contract. I doubt seriously that they hired a lawyer to write this thing. Your customer first line is the contractor that is hiring you to go out and shoot. I would simply let them deal with a rider if they are so concerned. My guess is they don't pay you enough to even think about getting insurance.