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Contract For Full Production Services with Doe – July 22, 2017 John Doe (hereinafter referred to as “CLIENT” or “ Doe Parties”) desires to engage the services of a professional production company, FD PRODUCTIONS (hereinafter referred to as “PRODUCER”), to produce thirty-two (32) educational modules detailing e-commerce instructional on how to sell custom t-shirts. PRODUCER understands the videos must be shot in an aesthetically pleasing and luxurious manner. Each of the video (hereinafter referred to as “MODULE”) will be shot in one location somewhere within the Greater Los Angeles Area and include one native U.S. female actress. In sum, FD PRODUCTIONS will produce thirty two electronic media files (.mov) up to thirty (30) minutes in length each and sent to the CLIENT via two expiring downloadable links via Wetransfer and Vimeo for subtitling and then re-mastering for online distribution via the CLIENT’s vimeo BUSINESS account . This videography content is to be provided on a ONE-TIME basis (hereinafter referred to as “PROJECT”) as specified in the SERVICE AGREEMENT, on the following terms and conditions: 1. PRODUCER acknowledges that the Project is being created by FD PRODUCTIONS as a "work made for hire" under the United States Copyright Act and, at all stages of development, the Project shall be and remain the sole and exclusive property of CLIENT. 2. If for any reason, the results and proceeds of PRODUCER services are determined at any time not to be a work made for hire, then FD PRODUCTIONS hereby irrevocably transfers and assigns to CLIENT all right, title, and interest therein, including all copyrights, as well as all renewals thereto. 3. All versions of the Project shall contain CLIENT'S conspicuous notice of copyright. PRODUCER understands the nature of PROJECT is to depict the e-commerce strategies to a successful custom t-shirt ecommerce platform. 4. Further, PRODUCER also understands the CLIENT wishes to put a story behind the media in some form to make the videos entertaining as well as education. PRODUCER understands the audiences of these videos will be IT professionals and will make sure the video depicted in this manner.   TERMS AND CONDITIONS: The total cost for the PROJECT as outlined in the service agreement and provided in original proposal will be a total of $75,000 to shoot, simultaneously screen grab two computers, record, light, pull sound from three locations and edit all videos and deliver by August 14, 2017 as proposed herein. FD Productions and CLIENT have both mutually agreed to edit and produce each video after it has been shot as much as possible. FD Productions will take the time to properly light and decorate the set at the CLIENT’s discretion in the FILMING LOCATION CLIENT specifies. Initial payment will be handled via CLIENT’s electronic invoicing program SQUARE on or by July 24, 2017. If the video quality is not to standards of CLIENT FD PRODUCTIONS will re-shoot at no cost to CLIENT. The remaining balance of the agreed upon amount shall be paid, in full, on the day of the proposed final distribution of media August 14, 2017 or sooner. In the event of postponement of this contract by the CLIENT, the deposits are not refundable but will be held for a period of 6 months pending continuation of the PROJECT. After 6 months the deposit is forfeited. All postponements must be in writing. In the event of cancellation of this contract by the CLIENT, the deposits are not refundable. All cancellations must be in writing. FD PRODUCTIONS agrees to take utmost care with respect to lighting, sound, exposure, editing, duplication and delivery of video products and services offered. FD PRODUCTIONS cannot be held responsible for loss of video quality due to conditions of low light, backlight, restricted camera placement, or other detrimental conditions beyond their control. FD PRODUCTIONS will not sell, trade, gift the media provided in any form specified in this PROJECT. Further, FD PRODUCTION will not publish the content within the PROJECT online and/or any social network.   SERVICE AGREEMENT: FD PRODUCTIONS will provide video, audio and lighting equipment and personnel to install, operate, and remove the equipment. At no time shall the aforementioned equipment interfere with the CLIENT’s normal operation. If furniture or other items must be moved to accommodate the use of the equipment all necessary care will be taken to return everything to its original location. Due to budgetary constraints, FD PRODUCTIONS will limit personnel to Shaun Khan. If the CLIENT is able to obtain the necessary FILM PERMITS or WRITTEN agreement and additional assistant grip and or assistant camera grip may or may not be present on the production days. FD PRODUCTIONS will provide distribution services for the media as well upon client approval. The services outlined include original capture and computer editing, except where indicated. FD PRODUCTIONS agrees to use no substitutes or sub- contractors in the fulfillment of the contracted services, except, in the event of extreme emergency. FD PRODUCTIONS agrees to create the following products on the first day agree upon by both parties. (1) Shooting raw footage of video clips between different cameras from different unique angles at the approximate length of an undisclosed amount of time within the allotted eight-twelve hour segment. (2) FD Productions will process, transcode, edit, color grade, and house for CLIENT on a large Thunderbolt 2 hard drive. (3) FD Productions will capture CLIENT interactive educational interactions (4) FD Productions will shoot videography at their own discretion from 4K-1080p, and then downscale to 1080P depending on bandwidth restrictions and CLIENT mandates (5) FD Productions will provide Vietnamese subtitling services (6) FD Productions will limit production to seven shooting days and will provide one lav mic per cast member (7) FD Productions will start production services at the first FILMING LOCATION on July 25, 2017. (8) FD Productions will limit production to only one shooter, Shaun Khan but may employ the use of a D.P. if the pacing from the first day isn’t at least three modules. (9) FD Productions will pull media from existing drive to cut into 32 videos (10) FD Productions will purchase and own two 5K iMacs to use for filming purposes and editing between London and US. (11) FD Productions may provide a make up coordinator (based on availability)   ADDITIONAL TERMS AND AGREEMENTS: The purpose of this agreement is to protect the CLIENT and FD PRODUCTIONS. This represents the entire understanding between all parties and there is nothing that has not been reduced to writing and included herein. FD PRODUCTIONS shall not be held liable for injury or damages exceeding the value of this agreement. And agrees that no further legal action will be pursued. FD PRODUCTIONS retains the right to not provide experimental photography services under any conditions deemed unsafe, should the CLIENT mandate operations despite unsafe conditions, both parties must mediate or FD PRODUCTIONS will gladly refund the entire fee amount. FD PRODUCTIONS understands the CLIENT wishes to depict the commercial real estate in the best populated light and PRODUCER will work with the CLIENT to ensure those clips are incorporated within the raw footage provided to CLIENT. Acceptance of proposal – The above prices, specifications and conditions are satisfactory and are hereby accepted. FD PRODUCTIONS is authorized to do the work as specified. Payment will be made as outlined above. Assuming additional time or additional media assets are requested from an editing perspective an additional $1,250/day will be charged to CLIENT for any editing services above and beyond what has been laid out in this contract. PLEASE see attachment for full expenditures. INDEMNITY AND WAIVER: FD PRODUCTIONS shall use reasonable care to prevent damage to filming location and Mr. John Doe (hereinafter referred to as “ Doe Parties”, “all things eComm”, or “million dollar christmas). FD PRODUCTIONS shall further indemnify and hold harmless CLIENT and their respective officers, agents, employees, guests, contractors or invitees (collectively, “ Doe Parties”), and waive any and all rights to recover against any of the CLIENT from any and all claims, damages, liabilities, losses, injuries, costs (including attorneys’ fees), expenses, causes of action and proceedings (collectively, “Claims”) arising from (i) FD PRODUCTIONS performance of services; (ii) any act of negligence on FD PRODUCTIONS part in connection with FD PRODUCTIONS services performed at the FILMING LOCATION, (iii) any property damage, injury, death, accident, personal injury, destruction or incident caused by FD PRODUCTIONS LLC, and (iv) any and all Claims arising from any breach or default in the performance of an obligation on FD PRODUCTIONS part to be performed under the terms of this agreement, or arising from any act of negligence or misconduct of FD PRODUCTIONS; provided, however, such property damage, injury, death, accident, personal injury, destruction or incident is not a proximate result of CLIENT’s gross negligence or willful misconduct.”