IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, SPRING HEALTH (the Client) and Jason Anthony Ramirez (the Contractor) (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

 

SERVICES PROVIDED 

• One-time photography and videography services for Spring Health. Services include; video pre-production, production and editorial services, photography production and editorial services.

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DELIVERABLES

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• Multi-Cam Coverage of Keynote Speakers

• Coverage of Break Out Sessions 

• Coverage of Event BRoll

• Attendee Testimonials (x4-6)

• Tidal Attendee Story (x1)

• RAW Footage Buyout

• Post-Production Services

  • Day 1 Recap (Same Day Edit) (x1)

  • Tidal Highlight Reel - 120-180 sec (x1)

  • Tidal Highlight Reel Cut-Down - 60-90 sec (x1)

  • Tidal Highlight Reel Cut-Down - 30-60 sec (x1)

  • Video Testimonial - 60-120 sec (x5)

  • Keynote Speaker Edits (x3)

Three-Day Event Photo Coverage Including: 

• Photo Event Coverage 

• Editing Services

  • Total Delivered TBD

Two-Day Headshot Photo Coverage Including: 

• Headshot Photo Coverage 

  • Using Capture One for DIT and to tag guests ​

• Editing Services

  • Total Delivered TBD (1-2 per guest)

  • Delivered via Pixie Set or other photo delivery software. 

NOTES

• Client must delivery any notes from any and all team members in one, consolidated document from all decision makers within five (5) days of receipt of deliverables. Contractor has one (1) week to complete all modifications. If notes are not received within five (5) days, the remaining balance of the contract is due to Contractor.  

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COMPENSATION

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• The Contractor will charge the Client for the Services at the rate $TBD. A formal invoice will follow the execution of this agreement.

• The Client will be invoiced before the commencement of work. 50% deposit will be due before the commencement of any work, 25%  on April 5th, 2024 once production has ended and the remaining 25% on May 10th, 2024 upon completion of editorial services and before final delivery of assets. 

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DROP DATE

• This contract will be closed on May 31st, 2024. Any new services rendered will require a new contract and be subject to new scheduling. 

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PENALTIES FOR LATE PAYMENT

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• Any late payments will trigger a fee of 25.00% per month on the amount still owing.

 

OWNERSHIP OF INTELLECTUAL PROPERTY

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• All intellectual property and related material, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.

• The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property. Notwithstanding the foregoing, the Contractor may use Intellectual Property for promotional purposes in web and social media applications. 

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ADDITIONAL CLAUSES

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LIMIT OF LIABILITY

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In the unlikely event of severe medical, natural, or other emergency it could be necessary to retain a different videographer. Jason Anthony Ramirez will make every effort to secure a replacement videographer. If the situation should occur and a suitable replacement is not found, responsibility and liability is limited to the return of all payments received for the video package. Jason Anthony Ramirez takes the utmost care with respect to exposure, transportation, and processing the film including using professional grade equipment and professional grade backup equipment. However, in the unlikely event those audiovisual files have been lost, stolen, or destroyed for reasons within or beyond Jason Anthony Ramirez control, Jason Anthony Ramirez liability is limited to the return of all payments received for the event package.

 

USE OF COPYRIGHTS

 

While this agreement will be considered a Work Made For Hire and all content will be retained by the Spring Health, Jason Anthony Ramirez is entitled to use completed assets for promotional purposes unless otherwise stated by client.

 

GOVERNING LAW

 

This Agreement will be governed by and construed in accordance with the laws of the State of California.

 

NOTICE

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• All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

  • Spring Health: Address 113 Cherry Street Suite #29434, Seattle, WA 98104

  • Jason Anthony Ramirez  320 S Prospect Ave. Apt 6, Redondo Beach, CA 90277