EDITOR “WORK FOR HIRE” AGREEMENT

Producer/Production Company:_______________________________________
Project Name/Job #:________________________________________________

EDITOR:

Name:___________________________________________________________
Email:___________________________________________________________
Phone:__________________________________________________________
EIN/SS#:_________________________________________________________

TERMS OF AGREEMENT

This Work for Hire Agreement (“AGREEMENT”) is entered into as of Month , Day, Year, by
and between Editor Name Here (“EDITOR”), and Client Name Here, (“CLIENT”). Client and
Editor may also hereinafter be referred to as “Party” or the “Parties”, as applicable for the
project entitled, __________________________ (“VIDEO”).

WHEREAS, Editor confirms it has the know-how and professional expertise to edit the Video;
and

WHEREAS, Client agrees to pay for the services to be performed by Editor; and

WHEREAS, the parties desire to enter into a business relationship to be governed by the
terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual promises set forth herein, the sufficiency of
which is hereby acknowledged, the parties agree as follows:

PAYMENT TERMS:
● RATE: $
● GUARANTEED WORK DAYS
● START DATE: / / _____ END DATE: / /

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1. SUBJECT OF THE AGREEMENT. Client has provided Editor with instructions for a
video (“Video”) to be edited by the Editor. The Parties have agreed that the Editor will edit the
Video. The “Video” includes deliverables (See EDIT SCHEDULE and LIST OF DELIVERABLES +
LENGTH). This is a material condition for the Client to enter into this Agreement.

EDIT SCHEDULE and LIST OF DELIVERABLES + LENGTH

____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________

2. SCHEDULE AND SERVICES TO BE PROVIDED BY EDITOR . Editor will begin editing

the Videos on _____________(DATE)____; and deliver its first cut of the Videos on
___________(DATE)___. Client is entitled to two revisions in accordance with the Post-
Production Schedule determined by Editor. Any delay in delivery of revisionary notes will delay
Final Delivery. Editor will deliver the final cut of the Videos by___________. If Client changes
the final delivery date for any reason, additional costs will be incurred that are to be determined
by Editor. The Editor will deliver final files by ____________(DATE)__. Final files supplied by
Editor are strictly the final exports of the video and high-resolution frames pulled from the video
as requested by Client.

3. FEES AND PAYMENT TERMS. The total estimated cost of Video Edit is
$______________. The estimate is based on the instructions provided by Client to Editor. The
estimate includes, but is not limited to, expenses for the following items: all post-production
costs, equipment, transportation, location, as well as usage as defined in Article 4 below.

3.1. In accepting the estimate, and in consideration of Editor’s services in connection with
the Video, Client is hereby agreeing to pay Editor $_____________ upon receipt of the
respective invoice(s) and according to the terms therein. The remaining payment of
$_________________ is payable immediately upon delivery of Final Files.

3.2. If Client cancels the production of the Video according to Article 6 below, Client shall
pay to Editor any costs reasonably incurred by Editor prior to the cancellation of the Video
within five (5) days after invoice, provided Editor provides Client proof of such costs (e.g.
invoices, etc.). In addition, a non-refundable cancellation fee of 25% of the total agreed upon
edit budget reflected in this agreement is to be paid to the Editor immediately upon official
cancellation of the project. 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, the Client will be liable to the Editor for the full cost of the
job as a bid. If the job is canceled or postponed within the guideline time frame, it is unlikely

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that this time can be re-booked. It should be understood that this time represents the Editor’s
only source of income.

3.3. 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 Editor, Editor agrees to notify the Client of the amount
before any such additional costs are incurred and Editor 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.

4. INTELLECTUAL PROPERTY RIGHTS. Client shall own the final Video. Client shall
ensure all proper likeness rights are obtained from anyone in the Video. Editor 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 Editor an exclusive, worldwide, sublicenseable,
transferable, royalty free license to all media clips produced during the course of the
contracted work as it relates to Editor’s promotional use.

5. INDEPENDENT CONTRACTOR. It is understood that Editor’s status under this

Agreement is that of an independent contractor and that all persons engaged by Editor in
performing its obligations shall not be deemed employees of Client.

6. LIABILITY. Editor shall ensure that Video and all footage produced by Editor complies
with the laws of STATE and does not infringe any intellectual property rights (including
copyright) or any other rights of third parties.

6.1. Editor understands that some information for said media(s) may be of a confidential
and/or sensitive nature. Editor 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 Editor to produce media(s) in the usual and customary manner under this
Agreement.

7. TERMINATION OF AGREEMENT. This Agreement shall be effective from the date first
listed above for a period of one year, unless sooner terminated by either party in accordance
with the terms and conditions of this Agreement (“Term”). This Agreement is terminable by
either party at any time, with or without cause, effective upon notice to the other party. If Editor
exercises its right to terminate the Agreement, any obligation it may otherwise have under this
Agreement shall cease immediately, except that Editor shall be obligated to compensate Client

INITIALS:___________,_____________3
for work performed up to the time of termination. If Client exercises its right to terminate the
Agreement, a non-refundable cancellation fee of 25% of the total agreed upon project budget
reflected in this agreement is to be paid to the Editor immediately upon official cancellation of
the project. This cancellation fee will be in addition to any production expenses incurred up
until the agreed upon cancellation including but not limited to last minute crew and associated
labor and vendor cancellation fees etc. After the cancellation fee and incurred production
expenses are paid to Editor in full, any obligation Client may otherwise have under this
Agreement shall cease immediately.

8. CONTINUING OBLIGATIONS OF CLIENT . All provisions of this Agreement relating to

the protection of Editor’s Confidential Information, Non-Solicitation and Non-Competition,
Limitation of Liability, Indemnification, and Dispute resolution, shall survive expiration or
termination of this Agreement for any reason.

9. ARBITRATION. Any dispute arising out of or relating to this Agreement, or any breach
thereof, shall be resolved by binding arbitration in CITY, STATE in accordance with the
Arbitration Rules of the American Arbitration Association then in effect, and judgment on the
award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. All
costs and expenses, including attorney’s fees, relating to the resolution of any such dispute
shall be borne by the party incurring such costs and expenses. Notwithstanding their promise
to arbitrate all disputes, the Parties acknowledge that either of them may seek emergency or
temporary injunctive relief, but absolutely no other relief, in any court of competent jurisdiction.
All other disputes, claims and remedies shall be settled by arbitration.

10. INDEMNITY. CLIENT AGREES TO DEFEND, INDEMNIFY, AND HOLD EDITOR, AND
ITS OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, AND
ASSIGNS, HARMLESS FROM ANY AND ALL LOSSES, CLAIMS, LIABILITIES, COSTS,
JUDGMENTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE
ATTORNEY’S FEES), WHETHER IN TORT, CONTRACT, OR OTHERWISE, ARISING OUT
OF THE PERFORMANCE OF CLIENT’S WORK, WHETHER CAUSED BY EDITOR’S
ALLEGED OR ACTUAL NEGLIGENCE OR OTHERWISE.

11. LIMITATION OF LIABILITY. In no event shall Editor be liable to client for any indirect,
incidental, consequential or punitive damages, or for loss of profits, revenue or data, whether
in an action in contract, tort, strict liability, or otherwise, even if Client advises Editor of the
possibility of those damages. Editor’s liability on any claim for any loss or damage arising out
of or in connection with or resulting from this shall in no case exceed the value of the services
provided by Client under this Agreement, as defined above. Editor shall not be liable for any
penalties of any kind. Any action against Editor for any alleged breach under this Agreement
must be filed within one (1) year after such action accrues and all rights of Client to initiate any
action arising from this Agreement will terminate one (1) year after accrual.

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12. CLIENT’S REMEDY. Client’s remedy, if any, for any breach of this Agreement shall be
solely in damages and Client shall look solely to Editor for recovery of such damages. Client
waives and relinquishes any right Client may otherwise have to obtain injunctive or equitable
relief. Client shall have no remedy for any loss, which may incur by reason of work performed
by Client.

13. INTERPRETATION. Whenever possible, each provision of this Agreement shall be

interpreted in such manner as to be effective and valid under applicable law.

14. BINDING EFFECT. This Agreement shall be binding upon, and inure to the benefit of,
the successors, executors, heirs, representatives, administrators and permitted assigns of the
parties hereto. Client shall have no right to (a) assign this Agreement, by operation of law or
otherwise; or (b) subcontract or otherwise delegate the performance of the Services without
Editor’s prior written consent which may be withheld as Editor determines in its sole discretion.
Any such purported assignment shall be void.

15. NO WAIVER. Failure of any party to this Agreement to exercise any rights shall not
constitute a waiver of those rights.

16. ENFORCEABILITY. If one or more of the provisions of this Agreement shall be held
unenforceable, it shall not affect the enforceability of the other provisions.

17. SERVABILITY. If any provision of this Agreement shall be found invalid or

unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably
affect the intent of the parties.

18. ENTIRE AGREEMENT. This Agreement constitutes the entire understanding and
agreement of the parties with respect to its subject matter and supersedes all prior and
contemporaneous agreements or understandings, inducements or conditions, express or
implied, written or oral, between the parties.

19. AGENCY. Client is not Editor’s agent or representative and has no authority to bind or
commit Editor to any agreements or other obligations.

20. AMENDMENT AND WAIVERS. Any term or provision of this Agreement may be
amended, and the observance of any term of this Agreement may be waived, only by a writing
signed by the party to be bound. The waiver by a party of any breach or default in performance
shall not be deemed to constitute a waiver of any other or succeeding breach or default. The
failure of any party to enforce any of the provisions hereof shall not be construed to be a
waiver of the right of such party thereafter to enforce such provisions.

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21. TIME. Editor agrees that time is of the essence in this Agreement.

22. PROFESSIONAL RESPONSIBILITY. Nothing in this Agreement shall be construed to

interfere with or otherwise affect the rendering of your services in accordance with your
independent and professional judgment. You shall perform your services substantially in
accordance with generally accepted practices and principles of your trade.

_____________________ ______________________

_____________________ ______________________

_____________________ ______________________

SIGNATURES ARE ON THE NEXT PAGE

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CAUTION: THIS AGREEMENT AFFECTS YOUR RIGHTS AND RESTRICTS YOUR RIGHT
TO DISCLOSE OR USE EDITOR’S CONFIDENTIAL INFORMATION DURING OR
SUBSEQUENT TO YOUR SERVICES. CLIENT HAS READ THIS AGREEMENT CAREFULLY
AND UNDERSTANDS ITS TERMS.

SIGNATURES

Agreed to and Accepted by: CLIENT

Date: _________________________________

By: _________________________________
(Signature)
Print Name: _________________________________

Telephone: _________________________________

Fax #: _________________________________

E-mail: _________________________________

Agreed to and Accepted by: EDITOR

Date: _________________________________

By: _________________________________
(Signature)
Print Name: _________________________________

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