Terms & Conditions

Created By TEN. Ltd | Company No. 09798541


The words ‘TEN. | Digital Production Agency’ ‘TEN.’ ‘we’ ‘us’ ‘our’ and ‘ours’ refer to Created By TEN. Ltd, a UK registered limited liability company. The words ‘Client’ and ‘customer’ refer to the party who commissioned and/or funded the work and any person or organisation acting on their behalf.

1. ENGAGEMENT

In consideration of payment to the Producer of the Fee, the Client engages the Producer, and the Producer agrees, to produce the media(s) and to provide such other services as are agreed between the parties from time to time in connection with the Media (Services). The Services shall include:

(a) If set out in the Briefing Document, consulting with and assisting in the writing of any script for the Media;

(b) If set out in the Briefing Document, making all necessary preparations for the filming and production of the Media including providing or engaging the crew and other necessary facilities and services necessary to render the Services;

(c) If set out in the Briefing Document, obtaining a licence to use or preparing and producing background music;

(d) Creating and producing the media(s) in a timely fashion in accordance with the Production Schedule;

(e) Undertaking and overseeing all post-production titling, sub-titling, editing, scoring, dubbing, cutting and completion of the media; and delivering to the Client the Delivery Materials on or before the Delivery Date.

2. CREATIVE CONTROL

2.1. The parties agree to consult in good faith with each other over the editorial content and artistic direction of the media(s) provided that the Client shall, in its absolute discretion have final editorial and artistic control over the media(s).

2.2. The Client shall appoint a representative (Client Representative) who shall have the right on behalf of the Client to accept as satisfactory the story outlines, design and music of the media(s). The Client Representative will also be available to provide hands-on assistance during filming.

2.3. The Producer will, if requested, submit to the Client details of the scripts, storyboards, design and music for the media(s) (if appropriate) for review and acceptance in good time prior to production and the Client shall confirm either its acceptance or non-acceptance with reasons in writing within a reasonable period thereafter.

2.4. If the Client declines to accept any of the Delivery Materials, the Producer will then have a reasonable time in which to make all necessary changes to them, in consultation with the Client, the Client having given reasons for non-acceptance. 2.5. The Producer will then at no further cost to the Client submit to the Client the revised material or replaced materials and the provisions of this clause 2.4 will apply again.

2.6. The Client’s Representative shall have the opportunity to accept, or refuse to accept, the Media(s) at rough cut and fine cut stage either on DVD delivered in hard copy or posted online for online review at the Producer’s cost. The Client shall be entitled to request within a reasonable time from receipt of each of the rough cut and fine cut of the DVD respectively, reasonable amendments which shall be undertaken by the Producer at its own cost.

3. OBLIGATIONS

3.1. The Producer agrees that it shall:

(a) Render the Services to the highest professional standards and in accordance with the Client’s reasonable instructions and requests;

(b) Not without the Client’s written consent, order goods nor incur any liability on the Client’s behalf nor pledge its credit nor hold itself out as being entitled to do so;

(c) Subject to clause 6.5 not without prior discussion with the Client make any commercial use of its role in, or association with, the Media(s);

(d) Be responsible for arranging and supervising the performance of the Services and delivery of the Delivery Materials;

(e) Not include any third party materials in the Media(s) or the Delivery Materials without the prior written consent of the Client;

(f) Maintain throughout the Term a policy of public liability and professional indemnity insurance providing not less than five (5) million pounds level of cover in respect of any act or omission of the Producer; and

(f) For the avoidance of doubt, be responsible for the payment of all wages, fees, costs and payments of any nature due to all personnel engaged or employed by the Producer to render services in connection with the Media(s) including all income tax, national insurance and any and all payment in lieu of holiday connected therewith and for the payment of all goods and services acquired by the Producer to perform the Services, and the Client shall have no liability in respect of such costs.

3.2. The Client agrees that it shall:

(a) Provide the Producer with reasonable access to its premises at no expense to the Producer inclusive of the cost of space, heat, light, power providing that the Producer shall, and shall procure that all its employees and contractors shall, at all times comply with the Client’s health and safety policies and procedures and any other conditions notified to the Producer;

(b) Inform all employees, agents and guests at the relevant premises of the proposed filming and obtain relevant release forms duly signed by all such persons actively participating in the filming;

(c) Where necessary and agreed give the Producer access to the Client’s personnel and instruct such personnel to assist and support the Producer wherever possible, to comply with the Producer’s reasonable requests in making the Media(s), and in particular to provide such information as the Producer may request; and

(d) Where appropriate provide access to information and Client graphics for use in the Media(s).

4. CHANGES IN SPECIFICATIONS

If at any time, Client desires to make any changes or variations from the completed project, script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to Producer, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.

5. FURNISHING MATERIALS, SERVICES & RELEASES

5.1. Client: Client and Producer will agree to a mutual storyboard and script. Client may be required to deliver additional scripts, storyboards, product props, production notes, music, celebrity talent, creative guidance/supervision, and related clearances, unless otherwise noted in the Addendum A Production Specifications Form. Producer is not responsible for Editorial/Post Production subcontract. Client will supply track or musical composition(s) and rights clearances unless otherwise specified.

5.2. Producer: Producer shall deliver the completed project media(s) pursuant to this Agreement and the requirements of Addendum A. Producer shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to Producer in connection with the Specified Media(s) to the extent permissible by applicable union or guild agreements. Producer shall supply everything else required for the delivery of the Specified Media(s) unless exceptions are so noted in Addendum A.

6. RIGHTS

6.1. The Producer hereby grants and assigns to the Client absolutely:

(a) The entire copyright throughout the world in all media whether now known or hereafter developed for the full period of copyright and all renewals, revivals, reversions and extensions thereof (and thereafter, in so far as it is able, in perpetuity) including so called rental and lending rights and, to the extent relevant, by way of present assignment of future copyright; and

(b) All other rights whatsoever including all consents under Part II of the Copyright, Designs and Patents Act 1988 or any statutory modification or re-enactment thereof for the time being in force (“CDPA”) in the Products, and the Producer hereby agrees to procure the giving of similar consents from all persons engaged or employed by the Producer and whose performances or intellectual property rights are incorporated in the Products, to enable the Client to make the fullest use of the Products without restriction or payment of further fees.

6.2. The Producer recognises that the Client has the unlimited right to edit, copy, alter, add to, take from, adapt and translate all or any of the Products in accordance to clause

9.2 and hereby irrevocably and unconditionally waives the benefits of any provision of law relating to so-called “moral rights” (including without limitation any rights of the Producer under section 77 to section 85 inclusive of the CDPA) and any similar laws of any jurisdiction in relation to the Products. The Producer further agrees to procure the waiver of all such rights in favour of the Client and its successors in title by all persons engaged or employed by the Producer and who contribute to the Media(s) and to whom such rights may accrue. The Producer accepts no liability whatsoever resulting from the Clients exercise of any rights arising under this clause.

6.3. The Producer shall promptly execute and deliver such documents and perform such acts as may be required for the purpose of giving full effect to this agreement, and shall use all reasonable endeavours to procure that any third parties shall also do so as necessary. The Client shall reimburse the Producer for the reasonable costs properly incurred by it in complying with its obligations under this clause.

6.4. The Client agrees that the Producer may use the Client’s name and intellectual property rights solely to the extent necessary for the purpose of providing the Services, such as by including them on Delivery Materials, referring to them in paperwork and in discussions with third parties in order to indicate the nature of the Media(s), and including them in the Producer’s own promotional materials and showreels in accordance with clause 6.5. The Client warrants that no such use shall infringe the rights of any third party.

6.5. The Producer shall have the non-exclusive right for a period of five years from the Delivery Date to use extracts from the Media(s) for its own promotional use in internal and client and prospective client presentations, showreels and on the Producer’s website. Each such extract must be no longer than two minutes in length. The content of the extract and any statement made about the extract, the Media(s) or the Client shall be approved in advance by the Client, and the Client shall have the right to request to the Producer that the extracts be removed and no longer used by the Producer if the Client reasonably considers that such use may be detrimental to the Client’s reputation or its commercial interests.

6.6. For the purposes of the Data Protection Act 1998, as amended, the Producer agrees and consents to the Client holding and processing personal data relating to the

Producer and individuals connected with the Producer in any form, whether electronically or otherwise, provided that the Producer complies at all times with data protection law and best practices.

7. CREDIT

Subject to the Producer duly rendering the Services and not being in breach of any of its material obligations under this agreement, the Client authorises the Producer to insert, or have the appropriate third party insert, credit as the producer of the media(s) on the end credits of the media(s), with its name and web address printed on all hard copies of the media(s) and included alongside all online versions of the media(s). No inadvertent failure by the Client or by any third party to accord the Producer credit will constitute a breach of this agreement by the Client and the Client shall not be liable to Producer in any way.

8. CONFIDENTIALITY

Producer understands that some information for said media(s) may be of a confidential and/or sensitive nature. Producer agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure may be necessary for Producer to produce media(s) in the usual and customary manner under this Agreement.

9. INTELLECTUAL PROPERTY RIGHTS

9.1. Producer warrants that to the best of its knowledge and belief that Intellectual Property Rights (other than Third Party Products or materials supplied by the Client) in the Products are original to Producer provided that Producer cannot be, and is not, responsible for compliance of the Intellectual Property Rights with laws of all jurisdictions of the world. It is the Client’s responsibility to satisfy itself of such compliance.

9.2 Producer asserts its moral rights in the Products and the Client confirms that it shall not alter, reuse or otherwise exploit or jeopardise the artistic integrity of the Products without Producers prior written consent prior written consent such consent cannot be unreasonably delayed or withheld. The Producer accepts no liability whatsoever resulting from the Clients exercise of any moral rights in breach of this clause.

10. INDEPENDENT CONTRACTOR

It is understood that Producer’s status under this Agreement is that of an independent contractor and that all persons engaged by Producer in performing its obligations shall not be deemed employees of Client.

11. WARRANTIES

11.1. The Producer hereby warrants, represents and undertakes to the Client that:

(a) The Producer is fully entitled to enter into and to perform this agreement; the media(s) (save to the extent that it incorporates material or personnel made available to the Producer by the Client) will be wholly original to the Producer and will not infringe the copyright or any other rights of any third party, including rights to privacy;

(b) The media(s) will not (including by way of inflection or gesture or otherwise) contain any defamatory matter or breach any contract or duty of confidence nor bring the Client into disrepute or subject it to criminal or civil proceedings, and does not incorporate any matter which constitutes contempt of court or breach any provision of law unless such material has been provided to the Producer by the Client and agreed in advance by the parties;

(c) The Producer is and will remain throughout the term a registered data holder and controller for the purposes of the Data Protection Act 1998 and shall hold all and any data relating to this agreement strictly in accordance with such legislation at all times;

(d) The Producer shall not make any commercial exploitation of any of the Products except as permitted under this agreement; and

(e) The Producer shall indemnify the Client and keep the Client fully and effectively indemnified against all actions, costs, demands, losses, claims and expenses of whatsoever kind or nature arising from any actual or threatened breach or non-performance of any of the warranties, representations, undertakings or obligations on the Producer’s part contained in this agreement.

12. DATA PROTECTION

In this clause 12, Personal Data has the meaning given in the Data Protection Act 1998. Producer warrants that, to the extent it processes any Personal Data on your behalf: (a) it shall act only on your instructions; and (b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

13. DELIVERY OF MATERIALS

Producer shall deliver a finished version of the media(s) to Client within a timeframe of 15 days in the format Client wishes to receive. Late delivery of media(s) after 15 day period the Client shall receive 20% in discount

14. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Producer and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation in this Agreement. Client shall indemnify Producer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the unauthorised use of graphics, music, media(s), film, photography, design, animation, and branded content. Client shall indemnify Producer against any claims arising out of any modifications from original content produced by the Producer including use of graphics, music, media(s), film, photography, design, animation, and branded content.

15. BREACH OF CONTRACT

15.1. If either party fails to observe its obligations under this Agreement through wilful or gross negligence, thereby committing a serious breach, the other party shall be entitled, after giving fourteen (14) days written notice of such breach to the defaulting party, to terminate this Agreement.

15.2. If Client fails to settle any payments due to Producer for more than thirty (30) days after receipt of demand for payment, all of Client’s rights under this Agreement shall cease to exist. Producer shall give written notice of same to Client by personal delivery or by registered mail. However, Client shall be entitled, at any time, to re-acquire said rights by settlement of the payments due, with the addition of interest at the rate of five point five percent (5.5%) annually from the date of maturity until the date of payment.

16. INHERENT QUALITIES

Client is aware that Storage Devices, DVD or Blu-Ray media may deteriorate due to delamination and oxidation, and Client releases Producer from any liability for any claims whatsoever based upon the deterioration due to such inherent qualities.

17. ASSIGNMENT

This Agreement may not be assigned by either party without the written consent of the other.

18. INSURANCE COVERAGE

Client shall obtain, pay for and maintain Professional Liability Insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. Producer will be notified in writing prior to signing this Agreement. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to Producer and name Producer and Director as a “named insured” on said policies prior to the commencement of preproduction. All Agency/Client supplied insurance will be deemed to be the primary coverage and issued on a non-contributory basis. Agency/Client Umbrella Liability limit will be £10,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. Client will indemnify, defend and hold harmless Producer and Director for any and all claims, demands, actions including defence costs and attorneys fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as the Producer’s coverage.

19. CONTINGENCY AND WEATHER DAYS

19.1. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.

19.2. These circumstances may include but should not be limited to:

19.2.1. Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client).

19.2.2. Injury, illness, or absence of Client-supplied elements (e.g., key talent, colour correct products).

19.2.3. “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labour unrests, civil authority, terrorism, and acts of God).

19.2.4. “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorising the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.

19.3. The Production Company recognises its obligation to minimise contingency day liabilities and will apply accepted industry cancellation practices.

19.4. The Production Company will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).

20. TERMINATION

20.1. Without prejudice to any other rights or remedies which Producer may have, Producer may terminate the Contract without liability immediately on giving notice to you if:

(a) you commit a material breach of any of the terms of the Contract and (if such a breach is remediable) fail to remedy that breach within 14 days of being notified in writing of the breach; or (b) you (being an individual) become or are deemed bankrupt, or (being a company) pass a resolution, or the court makes an order, that, you be wound up otherwise than for the purpose of bona fide reconstruction or amalgamation, or a receiver, manager, administrative receiver or administrator on behalf of a creditor is appointed in respect of your business or any part thereof, or circumstances arise which entitle the court, otherwise than for the purpose of a bona fide reconstruction or amalgamation, to make a winding-up order.

20.2. On termination of the Contract for any reason: (a) you will immediately pay to Producer the full balance of the Charges due to Producer up to the end of the Minimum Period (or, if expired, up to the end of the 30 days’ notice period); and/or (b) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.

21. POST-PRODUCTION

Producer shall provide all offline editing in accordance with the approved script. Client shall have the right to two (2) revisions to ensure that it conforms to the script. Such approval or any requested changes to the media(s) must be given to Producer within two (2) days from the screening date. Subsequent revisions or significant re-edits will be charged at a rate of four hundred (400) pounds plus VAT per day or part thereof. Upon approval of the offline edit, Producer shall complete all online editing of the media(s).

22. COMPLETED MEDIA

Producer shall deliver a finished version of the media(s) to Client within a reasonable timeframe to the agreed format Client wishes to receive. Client will agree completion in writing and as of this, the Producer will acknowledge in writing that the media(s) have been completed.

23. FEES AND PAYMENT

23.1. Subject to the provisions of this agreement and to the due performance by the Producer of its obligations under this agreement, the Client shall as inclusive remuneration and as full and complete consideration for the Services and all rights granted to the Client in this agreement, pay to the Producer the Fee. Unless otherwise agreed by the Client in writing, the Producer shall submit its VAT invoice on acceptance of the Media(s) by the Client and the Client shall pay the same within 30 days upon receipt of the valid invoice. The Fee shall be exclusive of VAT, which shall be paid to the Producer, in addition.

23.2. The Producer acknowledges that the Fee shall represent a buy-out of all rights granted to the Client under clause 6 of this agreement, and that neither the Producer nor any other person or corporate body employed or engaged by the Producer in the production of the Media(s) shall be entitled to any payments whether by way of profit share, use fees, residuals or any other type of payment in respect of the exploitation of any of the Products.

23.3. Client understands that the specified terms of payment under this Agreement are based upon timely cash payments within 30 days. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the Producer’s discretion, as additional consideration, an amount equal to the current bank of England base rate +5% (as charged by Producer’s bank from time to time) on unpaid amounts until paid, compounded monthly.

24. PUBLICITY GUIDELINES

Until notified in writing by Client, Producer and Director each have a revocable license to use finished media(s) for promotional purposes.

25. DISPUTE RESOLUTION

The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.

26. LOSS

The Client shall not be liable for:

(a) Any claim for loss of publicity or opportunity to enhance the reputation of the Producer even if it delays or abandons production or exploitation of the media(s) or the use of the Services; or

(b) Any loss or damage to the property of the Client, nor for any personal injury, illness or death caused or suffered in connection with its engagement under this agreement unless caused by the negligence of the Client and recoverable on that ground following the judgment of a competent court.

27. ENTIRE AGREEMENT AND MODIFICATION

This Agreement and all schedules attached hereto constitute the entire agreement between the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement, except as specifically set forth herein. Any amendment hereto must be in writing and signed by each party.

28. NOTICES

28.1. Any notice given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or by prepaid first-class post or other next working day delivery service at its registered office or its principal place of business.

28.2. Any notice shall be deemed to have been received if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address or if sent by prepaid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

28.3. The provisions of this clause 28 shall not apply to the service of any proceedings or other documents in any legal action.

28.4. Save in respect of notices all other communications under this agreement may be sent by e-mail.

28.5. Any notice so sent by telex, telegram, or similar form of transmitted message shall be deemed to have been received on the next day following transmission.

29. CLAUSE HEADINGS

The clause headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.

30. NO WAIVER

Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.

31. CURRENCY

All references to currency in this Agreement and in the attached Schedules shall mean lawful money of England.

32. EQUAL OPPORTUNITY

In connection with its performance hereunder, Producer agrees not to discriminate against any employee or applicant because of race, religion, sexual orientation, colour, sex, national origin, age, disability, or any other factor protected by the laws of the United Kingdom.

33. APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the law of England and Wales and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of the Courts of England and Wales.

34. INVALIDITY

If any provision of this Agreement is determined to be invalid, unenforceable or illegal, in whole or in part, it shall not affect or impair the validity or enforcement of any other provision of this Agreement, and this Agreement shall be read as if the invalid, unenforceable or illegal provision had never formed part hereof.

35. LIMITATION OF LIABILITY

35.1. Clause 35 sets out the entire financial liability of Producer (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you in respect of: (a) any breach of the Contract; (b) any provision or receipt of the Ordered Package (or any part thereof); and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.

35.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

35.3. Nothing in the Contract limits or excludes the liability of Producer: (a) for death or personal injury resulting from negligence; or (b) for any damage or liability incurred by you as a result of fraud or fraudulent misrepresentation by Producer.

35.4. Subject to clause 35.3: (a) Producer shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for: loss of profits, business, goodwill, contract, anticipated savings, use and/or similar losses; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and (b) Producer’s total liability in tort (including negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Contract shall be limited to an amount equal to the total charges paid by you under the Contract in the period of 12 months considered retrospectively from the date of the relevant cause of action (or, if shorter, since the Commencement Date).

36. GENERAL

36.1. No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

36.2. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

36.3. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

36.4. No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

37.5. This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

36.6. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

36.7. The Producer acknowledges that in the event of any breach of any of the terms of this agreement by the Client, the Producer’s sole remedy shall be an action at law for damages and in no event shall it be entitled to rescind this agreement or receive any injunctive or other equitable relief which may affect the Client’s ability to exploit the Products.

36.8. No failure or delay by either party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

36.9. A person who is not a party to this agreement shall not have any rights under or in connection with it.

36.10. The Producer shall:

(a) Comply with all applicable laws, statutes, and regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010

(“Relevant Requirements”);

(b) Not engage in any activity, practice or conduct which would constitute an offence under section 1, section 2 or section 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; comply with such policies relating to ethics, anti-bribery and anti-corruption as the Client may provide to the Producer and update from time to time (“Relevant Policies”);

(c) Have and shall maintain in place throughout the term of this agreement their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and the Relevant Policies and clause 36.10(b), and will comply with them where appropriate; and

(d) Promptly report to the Client any request or demand for any undue financial or other advantage of any kind received by the Producer in connection with the performance of this agreement.

36.11. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

37. QUALITY

It is the essence of this Agreement that all completed media and services supplied by Producer shall be of applicable production standards. Producer agrees that the media shall be of quality, artistically produced with direction, photography, sound, art, animation, synchronisation and other physical and aesthetic content as agreed upon in the Agreement.

38. PAYMENT TERMS

Client understands final payment for the project is required within 30 days of project completion. If Client fails to settle any payments due to Producer for more than thirty (30) days after receipt of demand for payment, all of Client’s rights under this Agreement shall cease to exist. Producer shall give written notice of same to Client by personal delivery or by registered mail. However, Client shall be entitled, at any time, to re-acquire said rights by settlement of the payments due, with the addition of interest at the rate of five point five percent (5.5%) daily from the date of maturity until the date of payment. If at any time, Client desires to make any changes or variations from the completed project, or the script(s) or storyboard(s) in the Specified Media(s) or from any material or work in progress and such changes result in additional costs to Producer, including person hours, reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.