FLASH FORWARD PRODUCTIONS (PTY) LTD
CK No: 2014/022410/07
(Hereon referred to as “FFP”)
(Hereon referred to as “Supplier”)
WHEREAS The Supplier has agreed to supply Flash Forward Productions (Pty) Ltd with film and video production services.
AND WHEREAS Flash Forward Productions, heron referred to as “FFP,” has agreed to purchase these services from The Supplier, upon and subject to the terms and conditions as fully set out below.
NOW THEREFORE IT IS AGREED AS FOLLOWS:-
The Supplier agrees to supply FFP with film and video production services.
All footage and materials supplied to FFP will remain the sole property of FFP.
All payments due by FFP to Supplier in terms of this Agreement shall be paid within 30 (thirty) days from the date of invoice received, unless otherwise specified in writing.
The Supplier shall:-
3.1 supply the services required timeously and effectively;
3.2 be prohibited from undertaking any work from any of FFP’s clients directly on an independent basis, including but not limited to production services, crew hire, shooting and editing. Should Suppliers be approached by FFP’s clients on a direct basis, the Supplier shall be legally obliged to inform FFP of such.
3.3 be prohibited from revealing any form of costings or day rates directly or indirectly to FFP’s clients, as FFP’s revenue stream relies on mark ups.
3.4 ensure that all the services supplied to FFP conform to the laws of South Africa.
3.5 adhere to executing the brief effectively, supplied by FFP.
3.6 Any equipment assigned to the production owned by FFP is to be returned in the same condition as received. Alternatively you will be liable for any damages or losses.
3.7 The Supplier is liable and responsible for all content created for FFP’s production until such time that the content has been hand delivered to FFP.
3.8 The Supplier is also liable to make back-ups for such content produced for FFP for 14 (fourteen) days from the date of service.
3.9 The Supplier acknowledges that he / she shall present himself formally and respectfully when dealing with FFP’s productions and clients relating to such productions and represent FFP’s brand effectively by means of selecting the correct formability of wardrobe depending on the production as well as agreeing to wear FFP’s branded clothing if required.
3.10 All quality of services provided by the Supplier to FFP are to be up to Industry Standard. In the event that content for whatever reason is corrupt or does not meet the Industry Standard, it will be the Supplier’s liability to take it upon himself / herself to rectify such, at no additional costs to FFP.
3.11 If, based on FFP’s discretion, the Supplier cannot rectify the above in clause 3.10 within the timeframes allocated or within the expected standard of quality, FFP reserves the right to hire an alternative Supplier to remedy the content, at the expense of The Supplier.
3.12 In the event that the Supplier needs to subcontract additional crew for a production, it is the Supplier’s sole liability inform their crew of section 3 of this agreement, including but not limited, the representation of FFP as oppose to the Supplier.
The Supplier hereby indemnifies and holds FFP harmless:
4.1 against any claim that might be brought against FFP in consequence of any unforeseen accident or death while active on a production.
4.2 against any breakages, malfunction or theft of equipment while active on a production.
This Agreement contains all the express conditions agreed on by the parties with regard to the subject matter of this Agreement and the parties waive the right to rely on any alleged express provision not contained in this Agreement.
Flash Forward Productions (Pty Ltd), shall disclose Confidential Information with the Receiving Party with regards to, but not limited to, projects, reality shows, narrative-based television shows, talk shows and/or, , feature films, either in existence, development or merely in the early stages of conception, all conceived, created and developed by the Disclosing Party.
The Receiving Party shall take all reasonable precautions to ensure to comply with the provisions of Section One of this agreement. Any confidential or sensitive information provided by the receiving party to other third parties such as employees, contractors, clients, vendors or consultants etc, must be preceded by exaction of this NDA by such third parties before any such disclosures can be made. The receiving party further agrees that none of the Disclosing Party’s contractors, service providers, clients, business plans, concepts and shows may be used in any way for personal and/or financial gain without the implantation of a Memorandum of Understanding between both parties.
The term “Confidential Information” shall mean any and all information or proprietary materials (in every form and media) and which has been or is hereafter disclosed or made available by the “disclosing party” to the “receiving party” in connection with the efforts contemplated hereunder, including but not limited to (i) all trade secrets, (ii) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies, proposals, formats and/or any information related thereto, and (iii) information relating to business plans, sales or marketing methods, intended retailers and customer lists or requirements (iv) any information of a Party submitted to the other Party and marked as confidential or other similar marking. The receiving party further acknowledges that some of the above documentation may be presented to them in the form of hard copies or via email.
The obligations of either party under this Section 1 (one) and 3 (three) will not apply to information that the receiving party can demonstrate and prove (i) was in its possession at the time of disclosure and without violation to confidentiality, (ii) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act by the receiving party, (iii) has been received from a third party without restriction on disclosure and without breach of agreement by the receiving party, (iv) was independently developed by the receiving party without regard to the Confidential Information of the other party, or (v) is required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall furnish prompt written notice of such required disclosure and reasonably cooperate with the disclosing party, at the disclosing party’s expense, in any effort made by the disclosing party to seek a protective order or other appropriate protection of its Confidential Information. (vi) any information, which by its nature and or content would reasonably be considered to be confidential and or proprietary to the introducing party provided.
Each Party agrees that during and after the expiration of the expiration of the Agreement, it will maintain the Confidential Information in confidence in the same manner and with the same degree of care that such Party uses to protect its own proprietary information, but in no event no less than a reasonable degree of care. The Receiving Party will not disclose, reproduce, alter, modify, enhance, reverse engineer, give away, divulge, exchange or make known or available in any manner to any person, firm, corporation or any other entity (whether the receiving Party receives any benefit there from) the disclosing Party’s Confidential Information to any person that is not an officer, director or employee of the Receiving Party without prior written consent from the disclosing Party; provided however, the receiving Party acknowledges and agrees that it shall be responsible and held liable for the breach of this Agreement by any such officer, director or employee (regardless whether or not such breach is within their scope of employment) with respect to the maintenance of the secrecy and confidentiality of the Confidential Information for evaluation purposes only, unless otherwise agreed in writing between the Parties, and will not use the Confidential Information for its own benefit.
The receiving party further agrees to promptly disclose the existence of any conflicts of interests including work relating to competing projects, that could reasonable be known prior to acceptance or confidential information-or any conflicts which might arise during the course of the receiving party’s potential business relationship with the disclosing party.
Upon written demand of the disclosing Party, the receiving Party shall deliver all documentation, records, notes, data, memoranda, models and equipment of any nature, including all copies and/or extracts there from, that are or were in such Party’s possession or under its control and that are the property of the disclosing Party or comprise part of or otherwise relate to the disclosing Party’s Confidential Information.
The Parties acknowledge that compliance with this Agreement is necessary to protect the goodwill and other proprietary interests of the Parties and that a breach of this Agreement will give rise to irreparable and continuing injury to the non-breaching Party which is not adequately compensable in monetary damages or law. Accordingly, the Parties agree that a non-breaching Party may obtain injunctive and other equitable relief against the breach or threatened breach of the foregoing provisions, in addition to any other legal remedies that may be available under this Agreement. If the non-breaching Party shall make application to a court of competent jurisdiction for injunctive relief to enforce this Agreement, the breaching Party waives, the greatest extent permissible, any requirement that the non-breaching Party post a bond or other security as a precondition to an injunction, whether temporary or permanent.
The receiving party agrees that if he/she shall violate any of the covenants or agreements under this Agreement, the former Party shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or other benefits that the other Party or any third party given access to (or possession of) the former Party’s Confidential Information, directly or indirectly, by the other Party, directly or indirectly, has realized and/or may realize as a result of, growing out of, or in connection with such violation. These remedies shall be in addition to, and not in limitation of any injunctive relief or other rights to which the former Party is or may be entitled at law, or in equity, under this Agreement.
The term of this Agreement shall be for a term of 24 (twenty four) months from the date of this Agreement. This Agreement sets forth a mutual understanding between the Parties as to the subject matters hereof and supercedes any and all prior and collateral agreements and representations between the Parties. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereto, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
It is further understood that the Disclosing Party may possess the intentions to introduce prospective investors, strategic partners, vendors, consultants, contractors or other commercial third parties “Introduced Parties” for the purpose of developing and/or materialisng projects to be defined in further disclosures or agreements.
The receiving party agrees that he/she will promptly inform the disclosing party in writing of any business activities that he engages in during the term of this agreement that might reasonably result in any material conflict of interest or competition with the Confidential Information related to any projects covered under this agreement.
The laws of the State Of Republic Of South Africa shall govern this Agreement. Any action hereunder shall be taken in a State Court located in Republic Of South Africa. The Parties hereto waive and agree that they shall not assert that such forum is inconvenient or improper. In the event either Party initiates action to enforce his, her or its legal rights hereunder, the prevailing Party shall recover from the non-prevailing Party its reasonable expenses, court costs, including taxed and untaxed costs, and reasonable attorneys’ fees, whether suit be brought or not.
SIGNED AT ___________________________ ON ________________ 2017.
FULL NAME SIGNATURE OF SUPPLIER
SIGNED AT ___________________________ ON ________________ 2017.
_____________________________ _______________________________ FULL NAME
FLASH FORWARD PRODUCTIONS (PTY) LTD