Client Work Agreement

THIS CLIENT WORK AGREEMENT IS BETWEEN

Neonfish Digital Creations, doing business as NEONFISH MEDIA (hereafter referred to as "Service Provider" or "The Service Provider"), and the party who will be receiving the services provided by Neonfish Media (hereafter referred to as "Client" or "The Client").

Project Details

The details for each project, including the dates for filming, filming locations, the due date for deliverables, and more will be outlined in the specific Project Details Agreement. All deliverables will be provided via Google Drive, and access to the project files will be granted once the final invoice is paid in full.

While the Service Provider will make every reasonable effort to meet the specified deadlines, the Client acknowledges that delays may occur due to unforeseen circumstances. In the event of such delays, the Service Provider will promptly communicate with the Client and work to complete the project as close to the target date as possible.

In simpler terms: You'll get a separate document with the details for each project. If delays happen, we’ll stay in touch and keep things moving as best we can.

Scope of Work

The specific scope of work for each project, including pre-production planning, filming, and post-production editing, will be detailed in the Project Details Agreement provided for that project.

• Pre-production: Includes activities such as shot planning, storyboarding, and scripting, if needed.
• Production: Filming will occur on dates and at locations agreed upon with the Client.
• Post-production: Includes editing, color correction, and sound mixing, culminating in the delivery of the final video.
• Exclusions: Services do not include distribution on broadcast television unless specifically included in the Project Details Agreement.

In simpler terms: We handle everything from planning to editing, but we don’t do distribution unless it’s part of the project details.

Flexibility and Adaptation

The Service Provider commits to maintaining open lines of communication with The Client throughout the development of the projects to accommodate any feasible adjustments or feedback. However, it is acknowledged by both parties that certain aspects of the video production, such as (but not limited to) creative direction, interviewee availability, and location suitability, may evolve during the project. Such changes will be communicated with The Client electronically (e.g. social media, text messaging, or email) and may incur additional fees depending on the change(s).

In simpler terms: We’ll keep in touch throughout the project. If changes come up, we’ll talk about it and let you know if it affects cost.

Payment Terms

The Client agrees to pay 50% of the total project cost upfront, no later than seven (7) days before the scheduled production start date. The remaining balance is due upon the Client's approval of the final draft of the video.

The outstanding balance must be paid before the public release and the removal of the Service Provider's watermark from the final video. Additional work beyond scope will incur extra charges with prior approval.

In simpler terms: Pay half upfront and the rest once you give the final approval the video(s). If you want extras, we’ll send you a quote first.

Modification of Payment Terms

The Service Provider reserves the right to modify the standard payment schedule for specific projects. Any such modifications will be detailed in the Project Details Agreement for that project and communicated prior to project acceptance.

In simpler terms: If payment timing needs to change for a specific project, we’ll agree on that in writing beforehand.

Late Payment Terms

Invoices not paid by the due date will incur an interest charge of 2% per month (24% per annum). Client agrees to pay reasonable costs of collection, including legal fees.

In simpler terms: We're pretty flexible when it comes to this and usually wave it especially if it's an understandable reason but we still have to put this here. Late payments get a fee added. If we have to take legal steps to collect, those costs get passed along.

Cancellation Policy

If the Client cancels the project, the 50% deposit is non-refundable. The Client must also reimburse any non-refundable expenses exceeding the deposit. Cancellations due to uncontrollable events may result in waived fees at the Service Provider's discretion.

In simpler terms: If you cancel, we keep the deposit unless it’s something outside of anyone’s control. Any costs beyond the deposit are if there was something like flights or hotels involved.

Non-Responsiveness

If the Client does not respond for 30 days without notice, the Service Provider may consider the project canceled, retain payments made, and charge additional fees for delays. The Service Provider will make reasonable efforts to contact the Client before this occurs.

In simpler terms: If we don’t hear from you for 30 days after trying to reach you a considerable amount of times (like multiple times and multuiple diferent ways), the project may be considered canceled but bare in mind - if you were on vacation or an emergency happened - there's no need to stress over that. We understand things can happen. This is if you are INTENTIONALLY avoiding us and it's causing extra payment to get incurred.

Ownership

The Service Provider retains ownership of all video footage. The Client is granted a non-exclusive, non-transferable license for internal, promotional, and marketing use. The video may not be sold, sublicensed, or altered without written consent.

In simpler terms: You can use the final video to promote your business, but don’t resell or edit it unless we agree in writing.

Proper Accreditation

The Client agrees to reasonably credit the Service Provider and allows the Service Provider to reference the Client and the deliverables in portfolios and marketing, subject to agreed timing if needed.

In simpler terms: Please credit us when it makes sense. We'll showcase the work in our portfolio only after it's been released.

Raw Footage License

1. License Grant: Raw footage may be used for internal or promotional purposes only.
2. Third-Party Editing: Third-party editors may use the footage but must delete it after project completion.
3. Third-Party Use: Use by other companies for their own purposes is not allowed without permission.
4. Branding and Reputation Protection: The video must not be used in ways that harm NEONFISH MEDIA’s brand.
5. Prohibited Uses: The Client may not misrepresent the Service Provider or suggest endorsement.

In simpler terms: You can use the raw files internally. If someone else edits them, they must delete them after. Don’t use them in ways that hurt our brand or imply we endorse something we don’t.

Indemnification and Liability Limitation

Responsibility for Third Parties

The Service Provider is responsible for any subcontractors or vendors it hires.

In simpler terms: We’re responsible for the people we bring onto the project.

Mutual Indemnification

Both parties agree to protect each other against third-party claims arising from negligence or contract breaches, unless caused by the other party’s misconduct.

In simpler terms: If a third party files a claim because of something one (The Client or The Service Provider) of us did wrong, that person who caused it covers the cost — unless the other party caused the issue through serious misconduct.

Limitation of Liability

Neither party is liable for indirect or consequential damages. Liability is limited to the total project fee, with exceptions for gross negligence, fraud, or IP breaches.

In simpler terms: We both agree not to hold each other liable for big losses beyond the cost of the project unless something extreme happens.

Collaboration and Consent

Both parties will work in good faith to secure all permissions and legal clearances. Actions taken with the other party’s informed consent are not subject to liability.

In simpler terms: We both agree to make sure all legal permissions are in place. If we knowingly agree to move forward on something together, neither of us can be blamed later for that shared decision.

Client Content

The Client retains ownership of its own materials (logos, footage, etc.) and grants the Service Provider permission to use them for project execution.

In simpler terms: Your stuff stays yours. We just use it to get the job done.

Revisions Prior to Final Approval

The Service Provider offers two free revisions during post-production. Additional edits are quoted and must be approved. Requests must be submitted in writing. The Service Provider reserves the right to decline revisions outside the project scope.

In simpler terms: You get two free rounds of edits. Extra edits may cost more, but we’ll always check with you first. If it's something we missed - that's on us and doesn't count.

Creativity Clause

The Client acknowledges and agrees to the Service Provider’s creative style and vision. Feedback will be considered if it aligns with the overall direction.

In simpler terms: You’re hiring us for our style. We’ll do our best to incorporate feedback that fits the project’s direction and overall goal.

Media Release and Consent

The Client's Responsibility for Consent

The Client is responsible for obtaining consent from individuals appearing in footage. The Client assumes liability for any failure to do so.

In simpler terms: If people appear in the video, it’s your job to make sure they’re okay with it.

Approval of Final Footage

The Client is responsible for reviewing all delivered material — whether edited videos or raw footage — prior to use or distribution. If the Client declines, delays, or otherwise chooses not to review the footage, it will be considered approved upon delivery. Once approved, or deemed approved, the Client assumes full responsibility for how the footage is used, including any legal, privacy, or consent issues that may arise from its use or distribution.

In simpler terms: Once we hand off the footage — and you’ve either approved it or chosen not to review it — it’s yours to manage. That means you’re responsible for how it’s shared, edited, or published. For example, if you know someone didn’t want to appear on camera and still use the clip, that responsibility falls on you, not us.

Indemnification

The Client agrees to hold the Service Provider harmless from any legal claims resulting from footage usage without proper releases.

In simpler terms: If you didn’t get the right permissions, and someone files a claim after you've signed off on the video, that’s your responsibility.

Legal Compliance

The Client agrees to comply with all applicable privacy and media laws in relevant jurisdictions.

In simpler terms: We know what laws to follow but there can be some nuances in specific industries so please make sure to give us a heads up if we miss something. Please make sure your use of the video follows all the laws in your area.

Misrepresentation and Accuracy of Information

The Client confirms all provided details are accurate. Deliberate false information is considered a breach and may result in damages. Inadvertent errors will be resolved in good faith.

In simpler terms: Please be honest when sharing information. If there’s a mistake, we’ll try to work it out together.

Pre-Agreement Disclaimer

The parties acknowledge and agree that any discussions, meetings, or preliminary work conducted prior to the effective date of this Agreement are considered preliminary and non-binding. The obligations, liabilities, and protections afforded by this Agreement shall commence only on the effective date of the Project Details Agreement, and no party shall have any claims or liabilities arising from actions or statements made prior to this date.

In simpler terms: Past conversations were helpful for planning but the details here are what we’ll go by so we're both on the same page for the project. If anything was missed - lets capture it here before proceeding since this is what we’ll refer to for scope and deliverables.

Severability

If any part of this Agreement is found invalid, the rest remains enforceable. Invalid sections will be replaced with terms that reflect the original intent.

In simpler terms: If a clause turns out to be unenforceable, everything else still stands.

Miscellaneous

This Agreement is the complete understanding between parties. Changes must be in writing and signed by both parties to be valid.

In simpler terms: This document is the full deal. If we make changes, they need to be in writing.

Legal Definitions

• Gross negligence: An extreme failure to exercise care.
• Willful misconduct: An intentional act known to likely cause harm.
• Scope: The range of work and responsibilities in the agreement.
• Raw footage: Video footage with basic edits, not fully polished.

General Terms Applicable to All Projects

All projects follow this agreement unless otherwise specified in the Project Details Agreement. By signing, the Client accepts that all projects, including retainers, follow these terms.

In simpler terms: Every project uses this agreement unless we agree to something different in writing.

Source of Truth

The simplified language provided under "In simpler terms" throughout this agreement is included for clarity and ease of understanding. However, in the event of any conflict or ambiguity between the simplified explanations and the original legal language of the agreement, the original legal text will prevail and be considered the binding and enforceable version.

In simpler terms: We’ve added plain-language summaries to help you understand things more easily. But if there’s ever a disagreement about what something means, the official legal text is what counts.