PRODUCTION SERVICES MASTER TERMS AND CONDITIONS
Rev. (8.9.2023)
These online Master Terms and Conditions (“Master Terms”) govern the production services schedules (“Schedules”) entered between You (herein referred to as “You” or “Contractor”) in your capacity as either an individual or an entity and either Interactive One, LLC or RO One Solution, LLC (“Company”), as the case may be. These Master Terms and executed Schedules detail the scope and nature of the production services to be performed and deliverables You have agreed to provide to the Company and constitute a binding agreement between You and the Company (“Agreement”).
These Master Terms are effective as of the rev date set forth above. The Company reserves the right to change the Master Terms from time to time without notice. Revised Master Terms are effective on posting and all Schedules executed following the posting date of the revised Master Terms are governed by the revised Master Terms.
In consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and Contractor each hereby agree as follows:
I. SERVICES. From time-to-time Company may engage Contractor to render non-exclusive services (the “Services”) in connection with various audiovisual projects scheduled for production (each individually shall be known as a “Project”). Each Project for which Contractor Services are rendered will be evidenced by a Schedule which will include details regarding fees, the nature and scope of the Services to be performed and the Deliverables to be provided to Company. Contractor is required to provide all production Services as outlined in any applicable Schedule and is required to provide at Contractor’s own cost and expense all necessary tools, equipment and other materials needed to render the Services and Deliverables specified. Services shall also include all Services as reasonably requested by Company and as usually and customarily rendered by and required of persons engaged in this capacity and shall be rendered in a professional, diligent, and cooperative manner. Company may, at any time during the Term, and for a reasonable period thereafter, modify the Deliverables for which Contractor is engaged to render Services pursuant to the same applicable terms set forth herein for the current Deliverables; provided however that any increase in budget amount resulting from such additional Deliverables will be mutually agreed to in writing between Contractor and Company prior to the additional fees being incurred. In the absence of an executed Schedule, the execution of this Agreement does not commit the Company to secure Contractor Services.
II. TERM. The term of this Agreement shall commence on the date in which Contractor commences performance of the Services pursuant to an executed Schedule and shall continue in full force until terminated by Contractor or Company by providing written notice; provided however that this Agreement and any executed Schedules shall continue until the Services provided thereunder are either completed by Contractor, or the Company terminates the Schedule.
III. OWNERSHIP. Contractor acknowledges and agrees that, upon creation, the results and proceeds of the Services provided hereunder together with the Deliverables, as defined in the Schedules, are and shall be the sole and absolute property of Company for any and all purposes whatsoever.
(A) Authorship of Work(s). Contractor agrees that any inventions or ideas, including without limitation, Deliverables, concepts, know-how, techniques, processes, methods, software, algorithms, discoveries, developments, innovations and improvements, in whole or in part conceived or made by the Contractor and which either (i) involve or are reasonably related Interactive One’s business or to Company’s actual or demonstrably anticipated research or development during the term of this Agreement; or (ii) which are made during or after the term of Contractor’s relationship with Company through the use of any of the Confidential Information (as defined below) provided by Company or any of Company’s equipment, facilities, trade secrets or time, or deliverables which result from any work performed by Contractor for Company (collectively, “Inventions”), shall belong exclusively to Company and shall be considered part of the Confidential Information for purposes of this Agreement. Contractor does hereby sell, assign, and transfer to Company, its successors and assigns, the entire right, title and interest in and to the copyright in the Inventions and any registrations and patent applications relating thereto, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. Contractor and Company intend this to be a contract for Services and each considers the products and results of the Services to be rendered by Contractor hereunder (the “Work(s)”) to be a work made for hire. Contractor acknowledges and agrees that the Work (and all rights therein, including, without limitation, copyright) belong to and shall be the sole and exclusive property of Company upon its creation.
(B) Copyright Assignment. If for any reason the Work or any portion thereof would not be considered a work made for hire under applicable law, Contractor does hereby sell, assign, and transfer to Company, its successors and assigns, the entire right, title and interest in and to the copyright in the Work and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present, or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing throughout the world. If the Work is one to which the provisions of 17 U.S.C. § 106A apply (i.e., visual art), Contractor hereby waives and appoints Company to assert, on Contractor’s behalf, Contractor’s moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for Company’s purposes. Contractor agrees that, in the event Company is unable after reasonable efforts to secure Contractor’s signature to apply for, pursue or enforce any United States or foreign intellectual property rights, including without limitation, patents or copyright registrations or assignments, regarding the intellectual property owned by or assigned to Company as set out in this Agreement, Contractor irrevocably designates and appoints Company and its duly authorized officers and agents as Contractor’s agent and attorney-in-fact to act for and in Contractor’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights and other intellectual property rights thereon with the same legal force and effect as if executed by Contractor.
(C) The term “Confidential Information” shall mean all information disclosed by Company to the Producer in any form, whether written, electronic, oral, visual, or other tangible or intangible form, which is either identified as confidential or proprietary or which should be reasonably understood to be confidential or proprietary in nature. The term “Confidential Information” shall not include any information which (a) now is or hereafter becomes available to the public (including, without limitation, any information filed with any governmental agency and available to the public) other than as the result of a wrongful act or disclosure by Producer in breach hereof; (b) becomes available to the Producer from a third party the Producer has no reasonable basis to believe has an obligation of confidentiality regarding such information; or (c) is developed by the Producer independent of and without access to, or was known by the Producer prior to, any disclosures made by the Company of such information, as evidenced by written records
IV. REPRESENTATIONS AND WARRANTIES. Contractor warrants and represents that Contractor possesses all necessary skills to perform the Services described herein and has the full right and power to enter into this Agreement. The quality of Services to be provided by Contractor is a matter of prime importance and a material term of this Agreement. Should any portion of Contractor Services be unsatisfactory to Company, Company may reject the same.
V. INDEPENDENT CONTRACTOR. Notwithstanding anything to the contrary contained in this Agreement, Contractor agrees that while performing the Services hereunder, Contractor is not an agent, employee or legal representative of Company. As an independent contractor, Contractor understands that no taxes will be withheld by Company, and that Contractor will not be treated as an employee for purposes of the Federal Insurance Contributions Act (FICA), the Social Security Act, the Federal Unemployment Tax Act, federal and state income tax withholding, state unemployment taxes, state workers’ compensation insurance and/or any other laws applicable to an employer-employee relationship. Contractor further acknowledges that Contractor is solely responsible for the withholding and payment of all taxes, including but not limited to, social security, state, federal, local and/or international income tax and self-employed FICA tax and that Contractor understands Contractor’s responsibilities with respect to such taxes. Contractor agrees to indemnify, defend and hold harmless Company and its directors, officers, employees, affiliates, agents or other representatives (“Related Persons”) from and against any liability, claims, and demands made against Company, including costs, attorneys’ fees, penalties, and interest, in connection with Contractor’s failure to pay any commissions, unemployment and disability insurance, social security, income tax, and other withholdings, deductions and payments required by international, federal or state laws to be paid by Contractor or for any amounts that a taxing authority may claim should have been paid directly by Company. Contractor shall not be entitled to any of Company’s benefits, including life insurance, death benefits, accident or health insurance, qualified pension or retirement plans or other employee benefits. At Company’s request, Contractor shall execute a waiver of benefits.
Contractor agrees that should Contractor engage agents, employees, and/or subcontractors to assist Contractor in performance of the Services under this Agreement, such agents, employees, and/or subcontractors are in service solely to Contractor. Contractor will be responsible (i) for reporting and payment of the entire compensation of each such person; (ii) for withholding of any federal, state and local tax withholdings and any employment taxes related to such compensation; and (iii) for providing any workers’ compensation insurance coverage of such persons and naming Company as an additional named insured on any policy for such coverage. Contractor and/or each of its agents, employees, and/or subcontractors, if any, shall not be treated as an employee of Company with respect to performance hereunder for international, federal, state, and/or local tax purposes. Should Company be asserted to be the employer of any such person, Contractor will indemnify and hold harmless Company to the extent of any obligation imposed by law on Company to pay and/or withhold any employment taxes for such items as social security, unemployment, and disability insurance or similar items in connection with payments to such agents, employees, and/or subcontractors of Contractor, as well as any claims that may arise as a result of a violation of subsections (i-iii) violations. Such agents, employees and/or subcontractors of Contractor shall not participate in any employee benefit program of Company.
VI. APPROVALS. Company shall have the right to creative and editorial input throughout, and approval over, all aspects of pre-production, production, post-production and completion of the Project (the "Production Activities"). Company's designated representatives may be present during the Production Activities and shall be responsible for production approvals required herein. Materials submitted for approval shall be clearly indicated as such. Company shall have the right, in its absolute discretion, to make any and all changes or modifications in the Project, including, without limitation, the right to cut, re-cut, edit, re-edit, add to, delete from, re-record, re-score, dub and/or reorganize the Project, or any part or parts thereof (including the main and end titles thereof) and make foreign or shorter versions of the Project. In this connection, Contractor waives all rights to "droit moral" and similar rights relating to the Project and acknowledges and agrees that Contractor will not have any right of approval or consultation with respect to any such changes or modifications.
VII. COMPENSATION. As complete consideration for all rights granted to Company hereunder, and provided that Contractor fully performs all Services and obligations required hereunder, Company will pay Contractor the Fee for the Project (“Production Fee”) set forth in any applicable schedule. Company has the right to withhold portions of payment until all Deliverables are received. Contractor shall not exceed the Production Fee without approval in writing in advance from Company. Company’s obligation to Contractor shall be fully satisfied by the consideration described in this Section VII.
VIII. TERMINATION. Company may terminate this Agreement and each Schedule without cause at any time and will reimburse Contractor solely for all actual and documented costs through the date of termination. In the event that Company terminates this Agreement, Contractor shall cease performing the Services immediately, unless Contractor is notified otherwise by Company, in writing. Upon any termination of this Agreement or Schedule, Contractor shall promptly deliver to Company all Works and Deliverables, elements and materials of any kind produced as of the date of termination, as well as agreements relating thereto, and Company will have all rights under this Agreement in such elements and materials regardless of the stage of completion.
IX. SUPERVISION AND CONTROL. Contractor agrees that although its employees and agents shall at all times be completely within its control, it is the intention of the Parties that Company shall be in sole control of the Project and the Contractor's employees and agents shall adhere to the reasonable direction of Company or its designee regarding issues related to the Project.
X. CREDIT. Contractor shall not be entitled to any credit (on-screen or otherwise) in connection with the Project unless otherwise agreed to in writing by Company. Furthermore, Contractor shall not agree to any obligation to accord any person or entity any credit (on-screen or otherwise) in connection with the Project unless otherwise agreed to in writing by Company. Furthermore, to the extent that Company may so agree to accord Contractor or any other party any credit, no casual or inadvertent failure by Company or others to accord such credit shall be deemed a breach of this Agreement, nor shall failure by any third party to accord any credit to Contractor hereunder constitute a breach by Company of this Agreement. In the event of a failure to accord any credit, the sole right and remedy of Contractor or any third party shall be the right, if any, to seek damages in arbitration and shall not include the right to rescind this Agreement or any other agreement in connection with the Projects or any of the rights granted or to be granted to Company hereunder.
XI. INDEMNIFICATION AND LIABILITY. Contractor shall at all times defend, indemnify and hold Company, its parent and related and affiliated companies and entities, and the officers, directors, members, agents and employees of each, harmless from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees (collectively, "Damages"), arising out of any breach or alleged breach of (i) any of the representations or warranties made by Contractor under this Agreement; (ii) any negligent, reckless or willful misconduct of Contractor or its agents, employees, guests or invitees; (iii) the failure of Contractor, its employees or agents, to comply with the terms and conditions of this Agreement; (iv) Contractor’s use of third party trademarks, logos, and other intellectual property; (v) the Services performed or actions taken by Contractor, its employees or agents, in connection with the operation and management of production, events, or activity operated by Contractor as part of this Agreement. Contractor shall be liable to Company for any Company-owned property or equipment damaged as a result of any misconduct or negligence by Contractor, its employees, laborers, or agents. Contractor shall be solely liable for contracts made between Contractor and any third parties.
XII. FORCE MAJEURE. Company may, in its sole discretion, elect not to proceed with a Project as a result of any “Force Majeure” (as defined below) which Company determines may adversely affect the Project or put at risk or endanger the health or safety of any talent, crew, or anyone participating in the Project. In such event, Company will notify Contractor in writing (including email) and the parties will discuss in good faith a rescheduling of the Project, but if the parties do not reschedule the Project, Company shall have the right to cancel the Project and/or this Agreement and shall only be obligated to Contractor for a pro-rata portion of the fees due in the event Contractor has provided some of the Deliverables and, as applicable, Company will be released, without penalty, from any obligations under this Agreement relating to all Services and Deliverables which had not yet been delivered to and approved by the Company prior to cancellation. “Force Majeure” as used herein means any interruption or delay of the pre-production, production or post-production of the Project caused by reason of epidemic, fire, explosion, earthquake, flood, act of God or public enemy, labor dispute, walkout, strike, lockout, civil disturbance, riot, insurrection, act of terrorism, war (declared or undeclared) or armed conflict, the enactment, issuance or enforcement of any law, embargo, ordinance or executive, judicial, administrative or governmental order, civil or military authority, decree, or regulation, or by reason of the death or disability of any principal development or production personnel or any other event, occurrence or condition which is not caused in whole or in part, by that party, and which is beyond the reasonable control of that party.
XIII. NON-UNION ACKNOWLEDGMENT. Contractor acknowledges and agrees that Company, its parent, affiliates and subsidiary companies, are not, and do not anticipate becoming, signatories to any union or guild or other collective bargaining agreements that may be construed to relate to Contractor’s Services hereunder. Contractor therefore understands that no collective bargaining agreement grants rights separate from or supplemental to this Agreement, and Contractor is not entitled to receive any compensation other than that expressly provided for in this Agreement with respect to any and all uses or reuses of the results or proceeds of Contractor’s Services in any and all media, whether now known or hereafter devised, for any and all purposes, including, without limitation, all replays, broadcasts in foreign areas, home video release and exhibition in any supplemental markets. In addition, Contractor shall not engage any talent to perform Services pursuant to union or guild terms and conditions.
XIV. CONFIDENTIALITY. Contractor shall not disclose or supply any information to any third party regarding the Materials, Project, Agreement, or Services provided by Contractor to Company, its affiliates or any matter arising directly or indirectly in connection with any of the information described in this Agreement without Company’s express prior written consent.
XV. ASSIGNMENT. Contractor agrees that Company may assign this Agreement and its rights hereunder, in whole or part, at any time to any person or entity. Contractor may not assign this Agreement or delegate any of Contractor's duties as detailed in this Agreement without first securing the express written permission of Company.
XVI. NOTICES. All notices concerning this Agreement must be in writing and must be given either by email, personal delivery or facsimile, or by registered or certified mail (postage prepaid), or by Federal Express or other recognized overnight courier service, to the appropriate party at its address listed below, and the date of the personal delivery or report of confirmed facsimile transmission, or the date that is three (3) business days following the date of the mailing, or the date that is one (1) business day following the date of the transmittal via an overnight courier service, will be the date of the giving of the notice. The names and addresses provided in this Section XVI concerning notices to the Parties will also be deemed the place where payments that may be required under this Agreement may be sent.
If to Company: Legal and Business Affairs Department
Interactive One, LLC d/b/a iOne Digital
C/O Urban One, Inc
1010 Wayne Avenue; 4th Floor
Silver Spring, MD
XVII. ENTIRE AGREEMENT. This Agreement shall be governed by the laws of the State of New York without regard to the conflict of law principles thereof. With respect to the subject matter hereof, this Agreement contains the complete and exclusive statement of the agreement between the Parties and supersedes all prior agreements and understandings (whether oral or written) between the Parties. This Agreement may not be modified or amended except in a writing executed by Company and Contractor, which refers to this Agreement. This Agreement will not be binding unless and until this Agreement has been signed by all Parties and a fully executed Agreement has been returned to Company. This Agreement may be executed by manual, electronic or facsimile signature, in any number of counterparts, each of which shall be deemed an original and which when read together shall constitute one agreement. The provisions of Section III (Ownership), Section IV (Representation and Warranties), IX (Termination), Section XI (Indemnification/Liability), Section XIII (Non-Union Acknowledgment), Section XIV (Confidentiality) shall survive the expiration or earlier termination of this Agreement.