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VIDEO SERVICE AGREEMENT for Bloom City Coffee Co.

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VIDEO SERVICE AGREEMENT

This agreement is made and effective this

BETWEEN:
(the "Client"), with an address at:

AND: Rank Above Others, Inc (the "Provider"), a corporation organized and existing under the laws of the Texas, with its head office located at:

500 N Shoreline Blvd, Suite 706
Corpus Christi, TX 78401

OVERVIEW
Client is a Coffee Shop Company that provides customers with a great variety of coffee products and services. Client provides the public with freshly roasted coffees and make quality their highest priority at a price that is fair to their producers and customers. Client is committed to best practice hospitality towards their partners, the environment and their community. Bloom City Coffee is looking to bring awareness by educating the public to understand the whole process on how specialty coffee is made and what it takes to bring it from the farm to the store. Client is eager to educate their community about the importance of knowing which type of coffee to choose from before taking a sip.

Client has bestowed Provider with instructions for the creation of a 60 second video that best explains the process of making specialty coffee and the several activities that take place when bringing the coffee from the farm to the shop. Both parties have agreed that this video will be filmed and edited by the provider.
SCHEDULE SUMMARY
Provider will film the videos on 02/23/2023 between the hours of 6:00 AM to 5:00 PM CT located at:

A. Roasting Facility at 2826 N Main St, Ingleside, TX 78362
B. Bloom City Coffee at 1033 US-181 S Unit C, Portland, TX 78374
SCOPE OF WORK
Provider will capture video footage of the several steps of the specialty coffee making process as well as the serving process. Provider will capture footage at both of the locations listed on the schedule summary (see term #2). Provider will record as many takes as found necessary to meet the end goal of the production. Client will work collectively with Provider by sharing the scripts and climax of the commercial and therefore, execute it as such. Provider will use some stock footage to help illustrate the story if found necessary.

Provider will create a video that best educates the public to understand the whole process on how specialty coffee is made and what it takes to bring it from the farm to the store. Provider will edit a shareable and convert footage that can incorporate graphics, animation, music, sound effects, and more to tell what the client’s services and products do, how it works and why people need it.
FEE SUMMARY

TYPE OF SERVICE DELIVERY DAYS OCCURRENCE FEES

60 Second Commercial 10-14 Once $6,500.00

TOTAL $6,500.00
FINANCIAL TERMS
The total estimated cost of video production service is $6,500.00. This estimate is based on the instructions provided by the Client to Provider. The estimate includes, but is not limited to, expenses for the following items: all production and post-production costs, equipment, contractors, transportation and location.
In accepting the estimate, and in consideration of Provider’s services in connection with the Video, Client is hereby agreeing to pay to Provider a minimum 75% of total fee or $4,875.00 upon receipt of the respective invoice(s) and according to the terms therein. Ownership of the Final Files does not transfer until full payment is made to Provider. Client agrees to pay remainder amount due upon completion.

Notwithstanding the foregoing, Client will pay Provider for any additional production expenses incurred, including but not limited to costs relating to insurance, equipment, contractors, transportation, location etc.

Overtime is based on a “Day Rate”equal to $2,225.00 including but not limited to work performed on and off set and during the post-production process in addition to work performed on weekends and holidays. In the event that Provider cannot obtain permission from Client in an extenuating and time sensitive situation, Client grants Provider the authority to use their best judgment as it relates to Overtime costs. However, Provider authorizes extra hours for what Provider calls “whatever hours”, meaning if there are changes that need to be made in post production, Provider will not bill for that allotted extra time to the project so long as the changes do not exceed 2 hours. Costs for additional changes in post production exceeding whatever hours is equal to $150.00 per hour charged to Client upon approval.

If Client cancels the production of the Video, Client shall pay to Provider any costs reasonably incurred by Provider prior to the cancellation of the Video within five (5) business days after invoice, Provider provides Client proof of such costs (e.g. invoices, etc.). If notice of cancellation/postponement is given more than halfway through the production schedule of the job, that is between the award or start date and the final delivery date, whichever comes first, there will be no refunds. If the job is canceled or postponed within the guideline time frame, it is unlikely that this time can be re-booked. It should be understood that this time represents the production team's only source of income.

If at any time, Client desires to make any changes or variations from 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 Provider, Provider agrees to notify the Client of the amount before any such additional costs are incurred and Provider shall proceed only after receiving approval (written or oral) from Authorized Representative, approval by Client shall be binding and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for final payment.

Any additional costs incurred by the Provider due to adverse weather conditions or other similarly unforeseen and uncontrollable factors, shall be paid by Client, provided that (i) both Parties agreed to postpone the edit and (ii) the Provider provided proof of any such additional costs incurred (e.g. invoices, etc.).

Provider will provide such services to Client upon the terms and subject to the conditions hereinafter contained below. Clients may discontinue services at any time. Other charges (if applicable): All additional work outside of project scope is billed hourly based on the type of service required.
CONTINGENCY AND WEATHER DAYS
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. These circumstances may include but should not be limited to:
a) Weather conditions (rain, fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting conditions desired by Client).

b) Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products etc).

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

d) “Client Insured Re-Shoot” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.
1. e) The Provider recognizes its obligation to minimize contingency day liabilities and will apply accepted industry cancellation practices.
2. f) The Provider will quote the maximum exposure 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.
INTELLECTUAL PROPERTY RIGHTS
Client shall own the final Video. Client shall ensure all proper likeness rights are obtained from anyone in the Video. Provider retains the right to use the Video for promotional purposes. Except as otherwise provided herein, Client owns all rights, title and interest in and to the media(s) which are the subject of this Agreement, including all copyrights therein. Client grants Provider an exclusive, worldwide, sublicenseable, transferable, royalty free license to all media clips produced during the course of the contracted work as it relates to Provider’s promotional use.
AGREEMENT FOR SERVICES
For the avoidance of any doubt, it is hereby stated that the parties intend and agree that this Agreement shall be treated for all purposes as an agreement for contracted services between the parties, and it does not create an employer and employee relationship. Unless failure to deliver services rendered by Provider, there are no refunds whatsoever due to time, energy and expertise utilized to develop, deliver or provide new content and other intellectual property on Client’s behalf. Service(s) may be canceled, but not refunded.
DELIVERY DATE
Provider will deliver the final cut of the video by 03/09/2023. If Client changes the final delivery date for any reason, additional costs will be incurred that are to be determined by Provider. In the event of Client requesting early delivery, an additional 15% from the total amount of service will be due immediately to be in effect.

Final files supplied by Provider are strictly the final exports of the video and high-resolution frames (4k = 3840 x 2160 pixel) pulled from the video requested by the client. The Provider grants Client global usage rights with no limitations for perpetuity as it relates to the final files supplied. Final files do not include project raw footage, project files, project assets, software, hardware, etc. as those files are proprietary property that belong to Provider.

Client is entitled up to two revisions in accordance with the Post-Production Schedule determined by the provider.

Client will not hold Provider accountable to the estimated delivery date due to circumstances such as additional requests, changes/implementation or delays caused by Client response or payment. Reasonable delays may occur unexpectedly and extended completion dates will not be a violation of this agreement nor terms of termination. Client may still cancel the project at any time but will not be due for a refund on payments made up to that date.
CONFIDENTIALITY

Provider recognizes and acknowledges that the leads, clients, software systems, including specifications, programs and documentation, the methods and data which Client owns, plans or develops, whether for its own use or for use by its clients, developments, designs, inventions and improvements, trade secrets and works of authorship are confidential and are the property of Client. Provider also recognizes that Client's customer lists, supplier lists, proposals and procedures are confidential and are the property of Client. Provider further recognizes and acknowledges that in order to enable Client to perform services for its clients, those clients may furnish to Client confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to Client depends upon, among other things, Client and its Providers keeping such services and information confidential. All of these materials and information including that relating to Client's systems and Client's clients, will be referred to below as "Proprietary Information."
NON-DISCLOSURE
Provider agrees that, except as directed by Client, and in the ordinary course of Client's business, Provider will not at any time, whether during or after Provider's employment with Client, disclose to any person or use, directly or indirectly, for Provider's own benefit or the benefit of others, any Proprietary Information, or permit any person to examine or make copies of any documents which may contain or is derived from Proprietary Information, whether prepared by Provider or otherwise coming into Provider's possession or control. Provider agrees that the provisions of this paragraph shall survive the termination of this Agreement.
POSSESSION
Upon request, Provider shall promptly deliver to Client any and all Property of Client including Property in the possession or control of Provider's employees, services providers, affiliates and contractors. All copies of materials or software obtained from Client shall be either returned to Client or permanently deleted at Client's direction.
OWNERSHIP
Provider hereby assigns and agrees to assign to Client or its subsidiaries or affiliates, as appropriate, its successors, assigns or nominees, Provider's entire right, title and interest in any developments, designs, patents, inventions and improvements, trade secrets, trademarks, copyrightable subject matter or proprietary information which Provider has made or conceived, or may make or conceive, either solely or jointly with others, while providing services to Client, or with the use of the time, material or facilities of Client or relating to any actual or anticipated business, research, development, product, service or activity of Client known to Provider while employed at Client, or suggested by or resulting from any task assigned to Provider or work performed by Provider for or on behalf of Client, whether or not such work was performed prior to the date of this Agreement.
NON-COMPETITION
Provider agrees that because of the confidential and sensitive nature of the Proprietary Information and because the personal use of, or even the appearance of the personal use of, the Proprietary Information in certain circumstances may cause irreparable damage to Client and its reputation, or to clients of Client, Provider shall not, until the expiration of 2 years after the date on which Provider's employment with Client terminates for any reason, engage, directly or indirectly, or through any corporation or associates in any business, enterprise or employment which directly solicits business, performs services or delivers goods that are competitive to those of Client to any customer or prospect of Client.
INJUNCTIVE RELIEF
Provider acknowledges that disclosure or personal use of any Proprietary Information by Provider or breach by Provider of any of the covenants will give rise to irreparable injury to Client, or clients of Client. Provider also agrees that this injury to Client, or clients of Client, would be inadequately compensated in money damages alone. Accordingly, Client or, where appropriate the client of Client, may seek and obtain injunctive relief against the breach, or threatened breach, of the disclosure or personal use of any Proprietary Information by Provider, in addition to any other legal remedies which may be available. Client further acknowledges that the enforcement of a remedy hereunder by way of injunction would not prevent Provider from earning a reasonable livelihood since Provider's experience and capabilities would be such that in the event that Provider's employment with Client terminates for any reason, Provider will be able to obtain employment in business activities which are not restricted by this Agreement.
INDEMNIFICATION
Client and Provider agree to hold the other party harmless from all losses, liabilities, damages, cost and expenses (including reasonable attorney's fees), arising from the enforcement of this agreement.
GENERAL
This Agreement contains the entire understanding between Client and Provider relating to the subject matter of confidentiality, work product and non-competition. This Agreement shall be governed by and construed in accordance with the laws of Texas, and may be modified only by a writing signed by Provider and Client. Provider hereby consents to the exclusive jurisdiction of the courts of the United States sitting in Texas. The provisions of this Agreement relating to confidentiality and non-competition shall survive any termination of service no less than two years from the date of termination.

IN WITNESS HEREOF, each party to this Agreement has caused it to be executed on the date indicated above.

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PROVIDER
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Signed by Van Lam
Signed On: May 2, 2023

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February 15, 2023 4:16 pm CDT

VIDEO SERVICE AGREEMENT for Bloom City Coffee Co. Uploaded by Van Lam - kevin@rankaboveothers.com IP 112.198.95.126

February 15, 2023 5:47 pm CDT