ELIGIBILITY/EXCLUSIVITY:  This Agreement is expressly conditioned on (i) Contractors’s execution of this Agreement, (ii) Employee’s execution of this Agreement in accordance with the Immigration Reform and Control Act of 1986, completion of a Form I-9 (Employment Eligibility Verification Form) and submission of original documents proving Contractor’s employment eligibility, (iii) Contractor submitting to a detailed background check, should, the Production Company elect to conduct one; and (iv) Producer’s approval of Contractor’s background check results, should the Production Company perform it.  Contractor’s services shall be rendered on an exclusive basis for such period of time as may be required unless otherwise specified in this Agreement.

(a) RATE:  In full consideration for the services to be rendered hereunder, Production Company hereby agrees to pay Contractor and Contractor hereby accepts the rate (“Rate”) as set forth above.  Such Rate shall be made in accordance with Production Company's standard payment policies and procedures, including without limitation Production Company’s policies regarding box/kit rentals, reimbursement for approved purchases and expenses, pre-approved overtime, Worker's Compensation computations (if applicable), payment schedules, and prior submission of required immigration documents (e.g. I-9 forms).  It is understood by both parties that such compensation shall constitute full payment for all services which Producer shall require Contractor to render under this Agreement and that no additional payments shall be required for the services listed hereinabove.  Contractor acknowledges and agrees that his/her workday shall commence once he/she has arrived on-set at the scheduled call-time and concludes when his/her supervisor signs Contractor out.  In the event that Contractor is required to travel on a day that Contractor is not otherwise required to render services, Producer shall pay Contractor a half-day rate for such travel day. If Contractor travels and works on the same day, Contractor’s Day will commence 2 hours prior to scheduled flight time. 

(b) MEALS:  Production Company requires that Contractor take a meal break on each workday.  In the event that Contractor does not take a meal break due to the request of Production Company or Contractor’s supervisor, any remuneration due and payable to Contractor, shall be made as per the applicable state law. Contractor shall refer to the production schedule which will designate a 30 minute on-the-clock meal break or 1-hour off-the-clock meal break. 

(c) PAYMENTS

1.Payment to the Contractor is expressly conditioned upon the completion of work that meets the quality standards and satisfaction of the Client. The work must comply with the specifications and requirements outlined in this Agreement and any subsequent written modifications.

2 .  Inspection and Approval: Upon completion of the work, the Client shall have seven (7) business days to inspect the   work. The Client will notify the Contractor in writing of any defects, deficiencies, or unsatisfactory work.

3.    Correction of Deficiencies: If the Client identifies any defects, deficiencies, or unsatisfactory work, the Contractor agrees to correct such issues at no additional cost to the Client within seven (7) business days] from the date of notification.

4.    Final Approval and Payment: Payment will be issued to the Contractor within 30 days after the Client has provided written approval indicating that the work has been completed to the Client’s satisfaction. Payment terms are Net 30 days or up to ten (10) business days after the Client receives payment from their client for the Contractor’s work, whichever is greater.

5. Dispute Resolution: In the event of a dispute regarding the quality or satisfactory completion of the work, both parties agree to engage in good faith negotiations to resolve the dispute. If a resolution cannot be reached, the matter will be submitted to [specify dispute resolution process, e.g., “binding arbitration”] in accordance with the rules of [specify arbitration organization, e.g., “the American Arbitration Association”].

EXPENSES:  All expenses must be pre-approved in writing by the Production Company.  Production Company will reimburse only those expenses accompanied by original receipts.  Production Company is not responsible for incidental expenses incurred by Contractor, including, without limitation, cellular phone charges or parking tickets.  Employee shall retain sole supervision and control of any personal items Contractor carries with him/her and Employee hereby acknowledges that Production Company is not responsible for any loss and/or damage to any such personal property.   

EMPLOYER OF RECORD:  Contractor acknowledges and agrees that the “Employer of Record” for the Production may be a payroll service.  Notwithstanding that such Employer of Record may be a payroll service or that Contractor’s services may be furnished by a lender (“Lender”), for the purposes of any and all applicable Workers’ Compensation statutes, an employment relationship exists between Employee and Producer, such that Producer is Employee’s special employer and Lender is Contractor’s general employer (as the terms “special employer” and “general employer” are understood for purposes of Workers’ Compensation statutes).  Any and all injuries on, or connected to, the job shall be limited to Producer’s Workers Compensation Insurance Policy.

OWNERSHIP:  All results and proceeds of Contractor’s services pursuant to this Deal Memo shall be deemed a “work for hire” and Production Company shall own all rights thereto, including, without limitation, the right to make any changes.  If such results and proceeds are deemed not a “work for hire”, Contractor hereby assigns all rights therein, including copyrights, in perpetuity and throughout the universe, without further compensation therein to Contractor and Producer shall have the sole and exclusive right to exploit such results and proceed in any and all media, now known or hereafter devised, throughout the universe in perpetuity, without further compensation.  Contractor exclusively grants and assigns to Production Company in perpetuity throughout the universe all so-called rental or lending rights, however denominated, now known or later devised.  Employee waives any moral rights, droit moral and similar rights which Contractor may have with respect to the Production.

PUBLICITY / CONFIDENTIALITY:  Contractor agrees not to disclose any creative and/or material information whatsoever about the Production without Production Company’s prior written approval in each instance.  The contractor agrees not to take any photographs on or around the set, or copy any material for any use whatsoever.  Contractor agrees not to give any interviews or authorize any publicity relating to the Production or Contractor’s services thereon without Production Company's prior written consent. Contractor hereby grants Production Company the perpetual right to use Contractor’s name, likeness, voice and biography in and in connection with any and all exploitation of the Production, including, without limitation, merchandising, commercial tie-ins, as well as in publicity related photographs, “behind the scenes” films, “electronic press kit” video releases, and in advertising or promoting the Production, in any and all media now known or hereafter devised.

SCREEN CREDIT:  Production Company shall be under no obligation to accord Contractor credit on screen or otherwise.  In the event Producer desires to accord Contractor credit on screen, Production Company shall in its sole discretion determine such credit, including, without limitation, the size, style and placement of such credit.

DEFAULT / FORCE MAJEURE: If Contractor shall commit a felony or fail, refuse, neglect, or threaten to refuse to render services or to fulfill Contractor’s obligations hereunder for any reason whatsoever, including without limitation, default or death of Contractor, Production Company shall have the right to suspend this Agreement while such event continues and/or to terminate this Agreement.  If production of the Production is materially hampered, interrupted, or prevented due to inclement weather, an act of God, war, riot, civil commotion, fire, casualty, strike, labor dispute, act of any federal, state, or local authority, death, disability, or default of any member of the cast or any principal member of the crew, or for any other reason beyond Production Company’s reasonable control (including, without limitation, cancellation of the Production by the network), Production Company shall have the right to suspend this Agreement while such event continues and/or to terminate this Agreement.  Production Company’s election to suspend this Agreement shall not affect Production Company’s right thereafter to terminate this Agreement.  If Production Company suspends this Agreement, Contractor’s services and the accrual of compensation hereunder shall likewise be suspended.  Use of alcohol or drugs during hours of employment is grounds for immediate termination of this Agreement.

SUPERVISION AND CONTROL: Lender acknowledges and agrees that although its contractors and agents shall at all times be completely within its control, it is the intention of the parties that Production Company be in sole control of the Production(s) and Lender’s CONTRACTORs and agents shall adhere to the reasonable direction of Production Company or its designee regarding issues related to the Production(s).

NON-UNION PRODUCTION: Contractor acknowledges that this Agreement is not subject to any collective bargaining agreement since the Production Company is not a party to any collective bargaining agreement that might be applicable to the type of services provided herein.  Contractor agrees to indemnify and hold Production Company, its licensees, designees and assigns harmless from any and all guild and union fees, residuals, re-use fees, contributions and similar payments as a result of Production Company’s and/or its licensees’, designees’ or assigns’ use of Contractor’s services hereunder.

INSURANCE:  Production Company is only responsible for insurance coverage on items or vehicles rented from Contractor by Production Company if a separate rental agreement specifying the items or vehicle rented, is executed.  Contractor is solely responsible for automobile insurance on Contractor’s personal vehicle unless such vehicle is being rented by Production Company under a separate vehicle rental agreement.  Production Company is not responsible for any damage to, or theft of, Contractor’s personal property.

EQUAL EMPLOYMENT OPPORTUNITY: Production Company is firmly committed to a policy and practice of non-discrimination in all areas of employment, and will comply with all applicable federal, state and local statutes pertaining to employment.  Harassment against CONTRACTORs in any form will not be tolerated and shall be cause for immediate dismissal.   

TERM/TERMINATION:  The term of this Agreement shall commence on the date written above and shall continue until satisfactory completion of services rendered by Contractor.  The services provided by Contractor hereunder shall be “at will” and the Production Company shall have the right, in its sole discretion, to immediately terminate this Agreement for any lawful reason.  In the event Production Company terminates this Agreement, Production Company shall have no further obligation to Contractor except the obligation to pay Contractor for services rendered up to the date of such termination.

CANCELLATION: In the event of cancellation by The Production Rockstar, LLC dba Production Rockstars, the Contractor will be entitled to receive the full agreed-upon rate if cancellation is not communicated in writing more than 24 hours prior to the scheduled call time. Cancellations must be sent via email or text message, and the time of receipt will be used to determine compliance with this notice period. Failure to meet this notice requirement will result in full payment of the Contractor’s agreed-upon rate, regardless of whether services are rendered.

WARRANTIES:   Lender (if applicable) and Employee represent and warrant that Lender and/or Contractor are free to enter into this Agreement and are not subject to any obligation or disability which will or might prevent Contractor from keeping and performing all of the conditions, obligations, and agreements to be performed hereunder; and that Lender and/or Contractor have not made, and will not make, any agreement or commitment which could or might be inconsistent with this Agreement and have not done, and will not do, any act or thing which could or might impair the value of, or interfere with Production Company’s enjoyment of, the rights granted and the services to be rendered by Contractor hereunder. Lender and/or Contractor agree to indemnify and hold harmless Production Company, its parent company, any distributor(s) or licensee(s) of the Production, and the shareholders, directors, agents, officers, contractors, successors, and assigns of each of the foregoing, from any and all liability, loss, damage, and expense, including reasonable attorneys’ fees, which Production Company or any of the foregoing may suffer by reason of the use of any materials or services furnished by Contractor hereunder, and/or any claim inconsistent with any representation, warranty, or agreement made by Lender and/or Contractor in this Agreement.  Notwithstanding anything to the contrary contained herein, Production Company shall not under any circumstances be liable for consequential, incidental, punitive, special, exemplary or indirect damages or lost profits in connection with claims made by any party, regardless of the form of action, or whether in contract or in law.  The indemnification described in this section shall survive the termination or expiration of this Agreement.

ASSIGNMENT:   Production Company may assign, transfer, license, and/or grant all or any part of its rights, privileges, and property hereunder to any person or entity.  This Agreement shall be binding upon and shall insure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, and assigns.  Contractor may not assign this Agreement or any of Contractor’s rights or obligations.

HARASSMENT-FREE WORKPLACE:  Production Company, its parent and affiliate companies will not tolerate harassment or discrimination in any form.  Discriminatory behavior based on race, religion, color, sexual orientation, nationality, ethnic origin, disability, age, gender, gender expression, gender identity, veteran status, marital status or any other basis proscribed by applicable law will not be tolerated.  Contractor agrees that if s/he has been subjected to conduct that is contrary to Production Company’s policies, or if s/he is aware that such conduct is occurring, Contractor will report such conduct to any supervisor, Producer’s Human Resources department, Producer’s Business and Legal Affairs department, or Production Company’s parent company’s Human Resources or Business and Legal Affairs department.   In addition, Production Company has a strict policy prohibiting the use or possession of alcohol, illegal drugs or weapons of any kind on the job, and the use or possession of the same on the job shall be cause for immediate dismissal. If Contractor’s use of drugs and/or alcohol or conduct amounting to sexual harassment causes undue reputational or financial harm to Production Rockstars, its parent company or affiliates, Production Company may reserve the right to withhold payment with sufficient notice and reasoning for doing so. 

CRIMINAL RECORD: Contractor warrants and represents that s/he has never been convicted of a crime involving or related to child abuse, child mistreatment, or sexual misconduct of any kind (e.g. rape, pornography, indecent exposure, etc), crimes of violence of any kind, embezzlement, fraud or theft, etc.  Pursuant to the Fair Credit Reporting Act, Contractor acknowledges that the Production Company may obtain information for hiring purposes, concerning his/her criminal background, prior employment and education.  By signing this Agreement, Contractor authorizes Production Company to obtain such information as part of its pre-hire background screening process and acknowledges that his/her contractual hire with Production Company, pursuant to the terms of this Agreement, are contingent upon the results of the screening process, should the Production Company elect to do so.  Contractor further authorizes Production Company to obtain additional information about him/her for employment purposes at any time during his/her contract period with Production Company.

ACKNOWLEDGEMENT AND ASSUMPTION OF RISK: Contractor is aware that Contractor may be in the presence of hazardous activity (ies), and Contractor is involved in the production with full knowledge, appreciation, and understanding that Contractor’s participation in the production is potentially dangerous and may involve mental and/or physical risks over which Producer has no control.  In addition, Contractor acknowledges and agrees that due to the nature of the program content, certain situations, activities and occurrences may take place which are unknown to Contractor at this time.  Contractor hereby accepts and assumes any and all risks associated therewith, including, but not limited to, serious personal injury, death and/or property loss.  Contractor understands that if any harm befalls Contractor as a result of this production, the sole remedy shall be limited to worker’s compensation insurance coverage and in no event shall Contractor be entitled to injunctive relief or otherwise interfere in any manner with the production, distribution, exhibition or other exploitation of the Program or any parts or elements thereof or the use, publication or dissemination or any advertising in connection therewith.

TIE INS / PLUGOLA:  Federal law prohibits "payola" and “plugola”.  It is unlawful to accept anything or value (except the compensation payable hereunder) in exchange for the promotion of any product, service or company or for the arrangement of any person to appear on the air.  Contractor warrants that s/he shall not violate this law during his/her provision of services hereunder.

INTELLECTUAL PROPERTY: Production Company expects Contractor to comply with all copyright laws and does not permit any use of Production Company’s resources in violation of any copyrights, including the illegal or unauthorized duplication or distribution of copyrighted materials.  Contractor may not use Producer’s computers for access to peer-to-peer sharing services sites or to access any other site that promotes or facilitates the unauthorized distribution of copyrighted materials such as music, film, television shows, videos and books.  Similarly, you may not use Production Company’s systems to upload, download, stream, e-mail, or otherwise distribute copyrighted songs, films, television shows, videos, books or other copyrighted materials, unless Production Company has the express right to do so and your actions are in accordance with those rights.  Any such use or license cannot be exploited for Contractor’s personal use.  Contractor shall not use unlicensed software on any of Production Company’s systems or hardware devices, nor shall Contractor copy any software without authorization from Producer’s technology department.  Contractor shall not use his/her personal computer in conjunction with rendering services on behalf of Producer, unless Contractor has received prior approval from his/her supervisor and Production Company’s technology department.

ENTIRE AGREEMENT: This Agreement contains the entire understanding of the parties, and all prior agreements between the parties have been, by this reference, merged herein. This Agreement cannot be amended, rescinded, or terminated except by an instrument in writing signed by the parties.  This Agreement is to be interpreted according to the law of New York applicable to agreements made and entirely performed therein. Nothing herein shall be deemed to obligate the Production Company to use Contractor’s services or the Proceeds in the Production; to produce, release, or distribute the Production; to continue the release and distribution of the Production if released; or to otherwise exploit any rights granted to Producer hereunder.  To the extent that any of the provisions of this Deal Memo conflict with applicable law, such applicable law shall prevail, but only to the minimum extent required to bring the provisions of this deal memo into compliance therewith.

I represent and warrant that I am eighteen (18) years of age or older and that all of the information I provide to Producer in connection with my employment is valid, true and accurate, and that I have (or will concurrently provide) to Producer a legible photocopy of my valid driver’s license, passport or other acceptable government-issued photo identification for Producer’s verification and record-keeping purposes.