Service Agreement

THIS SERVICE AGREEMENT is entered into this day, June 02, 2022, by and between JL Video, a duly authorized Florida corporation whose business address is 3030 Starkey Blvd., Trinity, FL 34655, and Mike Fasano – Pasco County Tax Collector (hereafter “Client”).

WHEREAS, JL Video is a full service video production company. Client desires to retain JL Video to provide video production services pursuant to the terms and conditions set forth herein.

THEREFORE, in consideration of the mutual promise and covenants set forth herein for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Term of Service

The parties agree that JL Video shall provide the services set forth above commencing upon the date of execution of this Agreement and ending upon project completion. The parties agree that either may terminate this Agreement upon 30 day written notice for any reason whatsoever. Termination upon written notice shall not relieve Client of its obligation to pay all outstanding invoices as well as costs and fees incurred up to the termination date.

2. Compensation

Upon the execution of this Agreement, 100% of the total is due at the time of sale. Payments are non-refundable.

3. Video Approval

Client is to choose one person to present all the revisions to make for a smooth post-production process. There may be virtual or in-person meetings to clarify edits. If the project is not approved within 30 days of the first draft submission due to client delays in providing feedback, assets, approvals, content, direction, and so forth, the project is considered finished and JL Video will charge the Client $200/hour for any further editing beyond 30 days from the first initial draft submission.

4. Confidential Information

Each party agrees not to use confidential information of the other party except in performance of this Agreement and not to disclose such information to third parties. With respect to both parties hereto, for the purposes hereof, confidential information shall not include any information that: (i) is now or becomes in the public domain through no breach by receiving party of this Agreement of law; (ii) is in the possession of the receiving party as of the date of execution hereof; (iii) is independently learned by the receiving party from a third party without breach of an obligation of confidentiality; (iv) is required by law or order of a court, administrative agency or other governmental body to be disclosed by the receiving party after providing prompt notice to the other party so it can seek a protective order or other limitations on the scope of the disclosure; or (v) is disclosed by the receiving party more than 5 years after the party’s receipt of such information.

5. No Joint Venture

JL Video will be responsible for providing its own equipment, tools, instruments, materials, manpower, software, and supervision in the performances of the services provided pursuant of this Agreement. Client agrees to cooperate with JL Video as reasonably required in the rendition of services by JL Video. No joint venture, partnership, or other business relationship shall be deemed to exist by virtue of the parties’ execution of this Agreement. The parties acknowledge that the relationship between JL Video and Client is that of an independent contractor and not that of an employee or agent. JL Video and Client intend and agree that neither party shall have the authority to make any agreement or commitment, or incur any liability on behalf of at the other party, nor shall either party be liable for any acts, omissions to act, contracts, commitments, promises, or representations made by the other, except as specifically authorized in this Agreement or as the parties may hereafter agree in writing. All persons furnished, used, retained, or hired by or on behalf of JL Video shall be solely the employees or agents of JL Video.

6. Entire Agreement

This agreement constitutes the entire agreement of the parties and may not be amended or modified except in writing signed by both parties. All prior understandings and agreements between the parties are merged in this Agreement, which alone fully expresses their understanding.

7. Indemnification

Each party will indemnify the other party and its owners, officers, directors, agents, contractors, and employees harmless from and against any and all third-party claims, damages, causes of action, losses and expenses arising out of this Agreement.

8. Waiver of Jury Trial

THE PARTIES TO THIS AGREEMENT WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE THE PROVISIONS OF THIS AGREEMENT OR TO RECOVER DAMAGES FOR ANY ALLEGED THE PARTIES TO THIS AGREEMENT WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE THE PROVISIONS OF THIS AGREEMENT OR TO RECOVER DAMAGES FOR ANY ALLEGED

9. Prevailing Party

In the event of litigation between the parties arising out of or relating to this agreement, the prevailing party shall be entitled to recover all costs incurred and reasonable attorneys’ fees, including attorneys’ fees in all investigations, trials, bankruptcies, collections, and appeals.

10. Severability

The unenforceability, for any reason, of any term, condition, covenant, or provision of this Agreement shall neither limit nor impair the operation, enforceability, or validity of any other terms, conditions, provisions, or covenants of this Agreement.

11. Additional Fees

Additional fees of $200/hour/person can be, but aren’t limited to: changes made to the script after 3 drafts, additional voice over recording or revised voice over recording if Client changes their mind at negotiated rate per recording, additional editing past the 2 revision cycles per video, shooting footage in addition to the production date if Client changes its mind after production and needs more production, any talent needed for the shoot if not already included in the proposal, makeup needed for talent and cast if not included, props needed for the shoot if not included, location fees if not included, reformatting videos besides 16×9 into 1:1 or 9:16, or any other service not selected in the “Explanation of Services” section.

12. Ownership Rights

Unless modified in writing by the parties, all video and audio produced, created, recorded, processed, mixed, completed, or delivered shall remain the property of JL Video and JL Video grants Client a perpetual nonexclusive license to use said completed video on any platform, website, or other output Client desires, as stipulated in Section 201(b) of the Copyright Act and affirmed in the U.S. Supreme Court case, Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989).

13. Artistic Style

Client acknowledges that it is familiar with JL Video’s portfolio and is requesting services with the knowledge of JL Video’s style; that JL Video’s work is constantly evolving; that JL Video’s services are of unique and artistic nature; that the videos may be different from videos produced by JL Video in the past; and that in creating the videos, JL Video shall use their personal and professional judgment to create videos consistent with their vision, which may be different from the Client’s. Accordingly, Client acknowledges that the videos shall not be subject to rejection on the basis of taste or esthetic criteria.