Terms and Conditions

END USER CLIENT AGREEMENT/ TERMS AND CONDITIONS

The Parties to these terms and conditions (“Agreement”) are Spotlight Productions (“Contractor”) and the End User ("Client")

The Parties agree as follows:

1. PROJECT/SERVICES

Client hereby may engage Contractor to perform the tasks (“Project” or “Services”).

Contractor’s Services will be performed timely and provided consistent with the professional skill

and care of Contractor’s profession and in compliance with all applicable laws and regulations,

barring any unforeseen and uncontrollable circumstances or delay. Contractor may engage the

service of others at its sole discretion to assist Contractor in fulfilling its obligations under this

Agreement.

2. TERM OF AGREEMENT/TERMINATION.

Contractor will perform the Services outlined in Attachment in a timely manner, barring any

unforeseen and uncontrollable circumstances or delay. This Agreement will terminate upon

completion of the time frame set forth in Attachment or upon completion of the final deliverable.

Either party may terminate this Agreement for its own convenience at any time, including during

the performance of the services. Client will pay Contractor all earned and undisputed amounts for

Services provided through the date of termination. In the event of early Agreement termination

before the time frame set forth in Attachment or before completion of all final deliverables, Client

will be subject to termination fee outlined below.

Our standard termination fee: 10% of remaining amount owed per unit as outlined in Attachment (subject to change)

3. COMPENSATION TO CONTRACTOR.

Client agrees to pay Contractor an amount not to exceed the amounts listed in Attachment for the

Services. Client will pay Contractor all amounts owed within 30 days of receipt of Contractor’s

undisputed billing invoice unless the parties agree to a different payment schedule in Attachment.

Contractor is solely responsible for all tax consequences and obligations related to Client’s payment

for the Services and will indemnify, defend, and hold the aforementioned party harmless from any

tax consequences. In the event of any unforeseen and uncontrollable circumstances that may

impact Contractor’s ability to perform services in a timely manner, consistent with the professional

skill and care of Contractor’s profession in compliance with all applicable laws and regulations,

Client will be entitled to a reduction of the amount owed to no more than the Contractors base

hourly fee to conduct such services including any travel and lodging associated.

4. EXPENSES.

Individually, all parties are solely and fully responsible for all costs and expenses incident to its

performance of the Service, this covers any licensing or permit fees, instrumentalities, supplies,

tools, equipment, or other materials needed to perform the Services outside of those which appear

on the invoice.

5. INDEPENDENT CONTRACTOR RELATIONSHIP ACKNOWLEDGMENT.

The parties acknowledge that in performing Services under this Agreement, Contractor is an

independent contractor who is engaged in the business of providing the Services referenced herein.

The Contractor shall determine and control the method, means and manner of discharging his/

her/their duties under this Agreement. Client and Contractor operate independent businesses, each

acting for its own individual interest. Neither shall, by this Agreement, obtain any rights to

participate in the operational control of the other party’s business, and this agreement does not and

shall not create a joint venture or partnership between the parties. Neither party shall have any

power to enter into any contracts for, or otherwise commit, the other party in any manner. Each

party is, and will be, considered as an independent contractor to the other party and not as an

employee or agent. Each party shall operate its business under its own name.

6. PROPRIETARY AND CONFIDENTIAL INFORMATION.

During the term of this Agreement, Client may have access to Contractors internal records,

systems and methods of operating its business, records, and other confidential or proprietary

information. Parties agree that they will not, at any time, in any manner, directly or indirectly,

disclose such information to any person or entity, or use such information without the prior

written consent of either opposing party or unless otherwise required by law. Contractor/Client

will promptly notify their counterpart if it becomes aware of any possibly unauthorized

disclosures of such information. The provisions of this section shall survive the termination or

expiration of this Agreement.

7. CONTENT RIGHTS TO OWNERSHIP.

Parties agree that the edited and finalized media produced under this contract and listed under the

invoice for services performed, or attached document through the description of services falls

under ownership of the producing contractor (Spotlight Productions). Contractor recognizes that

any media used and existing independent of this contract remains the property of the original

producing party.

8. INDEMNIFICATION.

Client will indemnify, defend, and hold harmless, Spotlight Productions and its agents,

representatives, contractors, officers, employees, trustees, and volunteers, from and against any

and all liabilities, losses, damages, claims or causes of action, and any related expenses including

reasonable attorneys’ fees and costs, that are caused, directly or indirectly, by or as a result of

Contractor’s, services or work.

9. LIMITATION OF LIABILITY.

The parties agree that Spotlight Production's financial obligations under this Agreement are

limited to the payment of compensation provided in this Agreement and in no event shall

Spotlight Productions be liable, regardless of whether any claim is based in contract or tort, for

any special, consequential, indirect, or incidental damages, including, but not limited to, lost

profits or revenue, arising out of or in connection with this Agreement or the Services performed.

10. ENTIRE AGREEMENT.

This Agreement contains and sets forth the entire agreement between the parties with respect to

all of the matters set forth herein, and there are no prior or contemporaneous, oral or written

representations, warranties or promises not set forth in this Agreement. This Agreement shall not

be amended, altered or changed in any respect whatsoever, except by a writing signed by both

Spotlight Productions and Client.

11.NON-ASSIGNMENT.

Client may not assign this Agreement or any portion of it voluntarily to any other person or party

without the prior written consent of Spotlight Productions, and any purported assignment without

prior written consent of Spotlight Productions will automatically terminate this Agreement.

12. SEVERABILITY.

If any term, condition or provision of this Agreement is held by a court of competent jurisdiction

to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full

force and effect, and shall not be affected, impaired or invalidated in any way.

13. COUNTERPARTS.

This Agreement may be executed in several counterparts, each of which shall be deemed and original,

but all of which together shall constitute one and the same agreement.

14. GOVERNING LAW.

All questions with respect to the construction of this Agreement, and the rights and liabilities of the

parties hereto shall be governed by the laws of the State In which the owner resided. Any action or

proceeding brought to enforce this Agreement shall be maintained in the County of owner residency.

15. MEDIATION AND BINDING ARBITRATION.

The parties agree to mediate any dispute or claim arising between them out of this Agreement, or any

resulting transaction, before resorting to arbitration or litigation. Mediation can be commenced by one

party demanding it of the other. Mediation fees, if any, shall be divided equally among the parties. If a

controversy or claim remains unresolved after mediation, Contractor and Spotlight agree that all disputes

between the parties shall be resolved through binding arbitration in the County of Residence of the

owner, administered by the American Arbitration Association in accordance with its Commercial

Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court

having jurisdiction hereof. The provisions of this section shall survive the termination or expiration of

this Agreement.

16. CONTRACTOR ACKNOWLEDGMENT.

Contractor acknowledges that Client has read and understands this Agreement and has entered into it

freely and voluntarily based on the Client’s own judgment and not on any representations or promises

other than those contained in this Agreement.

17. AMICABLE AND PROFESSONAL BEHAVIOR.

Client acknowledges that they will conduct themselves with professional skill and care throughout the

entire execution of the Contractor’s services and agrees to maintain compliance with all applicable laws

and regulations. If Contractor determines that Client exibits inamicable and unprofessional behavior, the

Contractor has the ability impose any fees/penalties to the agreed amount in Attachment, or terminate

this agreement at any time at the sole discretion of the Contractor. It is the Contractor's sole discretion to

determine what conduct may be deemed as inamicable and unprofessional behavior. Any fees or

penalties that are imposed through this agreement may or may not be reflected in the final invoice.