Lost Boys Studios - Rates/Terms

Lost Boys Studios - Terms Of Business

All projects undertaken between Lost Boys Studios Inc. ("Lost Boys") and any client ("Producer") are subject to the provisions of our Digital Effects and Animation Agreement, as follows:

In consideration of the representations, warranties, covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each party), the parties agree as follows:

1. Services.

Lost Boys agrees provide certain services including, but not limited to, digital animation and visual effects, design, storyboards, animatics, and/or supervision services as set forth in detail in Schedule "A", attached hereto (the "Statement of Work") and to provide all work product resulting therefrom to Producer (the "Work") in accordance with the terms of this Agreement in a professional and timely manner consistent with first-class industry standards at a location, place and time that Lost Boys deems appropriate (the "Services").

Lost Boys, in its sole discretion, will determine the manner, method, details and means of performing the Work performed under a Statement of Work and will provide its own equipment, tools, and other materials at its own expense in performing the Work under the Statements of Work.

2. Compensation.

Subject to timely submission to Producer of all required Work hereunder, Producer will pay Lost Boys an all-in fee as Quoted and Accepted for the Project (the "Compensation") to be paid to Lost Boys within five (5) business days of Producer's receipt of Lost Boys' invoice(s) in accordance with Schedule "B" attached hereto (the "Payment Schedule"). Payment schedule can be split 50/50, thirds, quarters or some other mutually agreed to terms.

3. Producer Materials; Changes to the Work.

Producer shall be responsible for any increase, overage or additional amount in excess of the Compensation in the event of Producer's failure to supply Lost Boys with any material reasonably required from Producer by Lost Boys to provide the Services ("Producer Materials") on a timely basis.

During the course of the provision of the Services, Producer may, from time to time, deliver a notice to Lost Boys requesting that a change be made to one or more elements of the Work and any such change shall be provided in accordance with the following:

The parties agree to evaluate the impact that any such change would have to all relevant factors of the Work, any to negotiate in good faith all such issues including without limitation, the increase or decrease of any compensation that would be associated with such change, and the timing of the delivery of any specific impacted element of the Work, or of the other elements of the Work.

If the parties agree to implement any such change request, they shall evidence such agreement by creating, signing, and attaching a Subsequent Statement of Work on the form attached hereto as Schedule "C" ("Subsequent Statement of Work"). Lost Boys shall neither change its performance in respect of the Work, nor commence on any proposed new elements of the Work until any such Subsequent Statement of Work is fully executed by both parties.

Upon complete execution of any such Subsequent Statement of Work, each such successive Subsequent Statement of Work shall be deemed attached hereto and incorporated by this reference herein as Subsequent Statement of Work 1, 2, 3 etc. as appropriate and approved.

To the extent any terms of on any Subsequent Statement of Work conflict with the terms of this Agreement, the terms on the Subsequent Statement of Work will prevail, but only with respect to the work described therein.

4.  Additional Expenses.

Producer agrees to pay any reasonable pre-approved travel expenses incurred by Lost Boys should any Lost Boys representatives or employees be required to travel more than fifty (50) kilometers from Vancouver, BC in order to provide the services. Required outside services such as dubbing, and any applicable tape stock, shipping and taxes will be billed to the Producer over and above the agreed budget for the Work.

5.  Term.

This Agreement is effective as of the date hereof and will continue in effect until completion of all Work listed on the Statement of Work or Subsequent Statement(s) of Work, unless terminated earlier in accordance with this Agreement.

6.  Lost Boys' Employees.

The parties hereto understand and agree that all individuals engaged by Lost Boys to perform services for Producer (each a "Worker") are Lost Boys' employees, contractors, or agents. Lost Boys agrees to pay its Workers' wages for services rendered to Producer, and will be solely responsible for all payroll obligations, withholdings, deductions and payments required to be filed with or made to any tax authority with respect to Workers' employment to provide services under this Agreement.

Lost Boys will be liable for complying with all present or future law, ordinance or regulation governing employment of the Workers, including, but not limited to obligations such as payment of taxes, social security, tax withholdings, disability and other contributions based on wages paid to Workers under this Agreement, record keeping requirements, immigration laws, privacy laws, workers' compensation laws, employment insurance laws, and labour relations laws.

7. Grant of Rights.

The work and services hereunder and all results and proceeds thereof will be considered a "work made in the course of employment" as that term is understood in the Copyright Act (Canada) and a "work made for hire", as that term is understood in US copyright law, for Producer and Producer will own all right, title and interest therein. Producer will be considered the owner and author of the Works for purposes of copyright and will own all rights in and to the copyright of the Works. Lost Boys will promptly make full disclosure to Producer of the Works and will provide and deliver to Producer any tangible embodiments thereof. To the extent that the Works or the copyrights therein do not vest in Producer by reason of the same being a work made in the course of employment or a work made for hire, Lost Boys hereby irrevocably grants, assigns and transfers to Producer, all right, title and interest worldwide in and to the Works and tangible embodiments thereof, including without limitation, copyrights, contract and licensing rights. Lost Boys hereby waives any moral rights that it may have in the Works, if any.

Notwithstanding the foregoing, Lost Boys shall be entitled to use and to include any of the Work(s) or any part thereof in its promotional materials and demo reels and to refer to the Production and Lost Boys' engagement hereunder in publicity releases on a non-derogatory, non-defamatory basis.

Nothing contained herein shall be construed as limiting Lost Boys' right to use or market any of its pre-existing, or later developed, general knowledge, skills and experience, and any ideas, concepts, know-how, and techniques that are used in the course of creating the Work, and any intellectual property, including but not limited to its pre-existing, or later developed, intellectual property rights in any of its: methodologies; work-plans; functional and technical architecture; developed software, middleware, and code; materials; and any related documentation, without obligation of any kind to Producer.

8. Credit.

Provided that Lost Boys fulfils its material obligations hereunder and is not in breach of any of its representations or warranties hereunder, Producer shall accord Lost Boys credit in connection with the Production in the form of Tail Credits including the name "Lost Boys Studios" plus up to twenty-five (25) individuals to be specified by Lost Boys shall be accorded credit in the end credits of the Production (the "Credit"). The Credit shall be submitted in writing and will form part of this Agreement as Schedule "D".

If the Work or any part thereof is incorporated in the Production, and if Lost Boys is not in material default hereunder, the obligation to accord the Credit to Lost Boys shall survive any termination of this Agreement.

9. Representations and Warranties.

Lost Boys hereby represents and warrants with respect to each Work that:

Excluding Producer-supplied materials, all Work shall be an original work of Lost Boys or Lost Boys shall obtain all rights necessary to use it in performance of the services under this Agreement;

to the best of Lost Boys' knowledge, neither the Work nor any element thereof, excluding Producer-supplied materials, will infringe any applicable intellectual property rights (including, without limitation, copyrights, trademarks, trade secrets, moral rights, contract and licensing rights) of any third party;

Lost Boys has full right and power to enter into and perform each Statement of Work under this Agreement without the consent of any third party;

the Work has not been previously published, broadcast or otherwise distributed elsewhere in whole or in part;

to the best of Lost Boys' knowledge, the Work does not violate any right of privacy or publicity of any person, whether contractual, statutory, common law or otherwise; and

to the best of Lost Boys' knowledge, the Work does not contain any libel or slander of any person, thing, or enterprise.

If Lost Boys engages the services of any third parties to create any products or to perform any services related to the Work hereunder, then Lost Boys represents and warrants that Lost Boys: will obtain all of the necessary rights to the Work from all such third parties to the same extent as warranted above.

10. Termination.

Producer may terminate this Agreement upon delivery of written notice to Lost Boys subject to the payment of all amounts accrued prior to any such termination within five (5) business days after receipt of such termination notice by Lost Boys.

If Producer fails to make any scheduled payment to Lost Boys hereunder on the date due, and does not cure any such failure within three (3) business days from notice of such failure from Lost Boys (the "Cure Period"), Lost Boys shall have the right to suspend the services hereunder until such payment is made in full. If, within five (5) business days of the end of the Cure Period, Producer has still failed to make any scheduled payment, Lost Boys shall have the right to terminate this Agreement at which point Lost Boys shall deliver any completed Work(s) to Producer subject to Producer paying all accrued Compensation to Lost Boys within three (3) business days of such termination.

Following any notice of termination of this Agreement or upon completion of all required services under this Agreement, Lost Boys will deliver to Producer any and all Producer Materials, or property belonging to Producer or work product developed under this Agreement.

In the event Lost Boys is unable to produce any portion of the Work(s) in accordance with the provisions of this Agreement by reason of fire, earthquake, labour dispute, lock-out, strike, act of God or public enemy, any local, provincial, federal, or international law, governmental order or regulation, or any other cause beyond Lost Boys' reasonable control (an event of "Force Majeure"), or in the event Producer's development or production of the Picture is hampered by an event of Force Majeure, Producer may suspend or terminate this Agreement if any such event of Force Majeure continues for a period of eight (8) consecutive weeks. If any termination of this Agreement is predicated upon an event of Force Majeure, Producer agrees to pay to Lost Boys an amount equal to the accrued Compensation under this Agreement to the portion(s), if any, of the Work(s) completed by Lost Boys as of the effective date of such termination.

Lost Boys agrees it will not use Producer Materials for any purpose other than in performance of a Statement of Work. Lost Boys will not, during or after Lost Boys' engagement with Producer, deliver or transfer to any person, or use, without written authorization by an authorized officer of Producer any Producer Materials or other property owned by Producer.

11. Assignment.

Lost Boys may not assign, transfer, or subcontract this Agreement or any of its obligations hereunder without Producer's express, prior written permission.

Producer shall be entitled to assign this Agreement in its sole discretion, conditioned upon any such assignee's assumption of all of Producer's obligations hereunder in writing.

12.  Independent Contractor.

Lost Boys' relationship with Producer will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership or joint venture between Lost Boys and Producer, nor will anything in this Agreement be deemed to constitute Lost Boys or Producer the agent of the other. Neither Lost Boys nor Producer is authorized to make any representation, contract, or commitment on behalf of the other.

13.  Indemnification.

The parties agree to indemnify and hold harmless the other, its respective officers, directors, employees and agents (collectively, the "Indemnified Parties") from any and all claims, losses, liabilities, damages, expenses and costs (including attorneys' fees and court costs) that result from a breach of any representation or warranty of the other as set forth in this Agreement.

14.  Notices.

Any notice, request, demand or other communication hereunder will be in writing and will be deemed to be duly given upon actual receipt when personally delivered to an officer of Producer or to Lost Boys, as the case may be; three (3) days after deposit by certified or registered mail, return receipt requested with postage prepaid; or upon actual receipt or two (2) days after being sent by reputable international overnight courier, delivery fees prepaid; in each case addressed to the addresses first set forth above or to such other address as either party may specify by notice to the other, with a copy to Roberts & Stahl, 220 Cambie Street, Suite 500, Vancouver, BC V6B 2M9, Fax: 604-684-6387, Attention: Doran S. Chandler.

15.  General.

This Agreement shall be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada.

This Agreement together with any subsequent Statement(s) of Work hereunder constitutes the entire agreement between the parties regarding the services rendered by Lost Boys to Producer in relation to the Production, and this Agreement supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between Producer and Lost Boys, whether oral or written.

This Agreement may be amended only by an agreement in writing executed by Lost Boys and Producer.

This Agreement and all rights and obligations hereunder shall be binding on and inure to the benefit of the parties hereto and their respective heirs, successors, licensees and assigns.

Section and other headings contained in this Agreement are for reference only and will not affect the meaning or interpretation of this Agreement.

Each provision of this Agreement shall be considered separate and divisible, and in the event that any such provision is held to be invalid, void, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be in full force and effect without being impaired or invalidated in any way.

This Agreement may be executed in counterparts, each of which will be deemed to be an original.

No waiver by any party hereto of any term or condition hereof shall be deemed or construed to be a waiver of such term or condition in the future, or of any preceding or subsequent breach of the same or any other term or condition of this or any other agreement.

Each party agrees to execute and deliver, without cost to Producer, any and all further documents reasonably necessary to effectuate the purpose of this Agreement.

Time shall be of the essence hereof.

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