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Service Agreement Sample

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SERVICE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement made and executed by and between:

_______________________., a domestic corporation with address at


_____________________________________________________, represented
by PRODUCER/CLIENT’S FULL NAME (referred to as
“PRODUCER/CLIENT”),

-and-

_________________________, Filipino, of legal age, with address at


_______________________________________________ (referred to as
“CAST/CREW/CONTRACTOR”),

WITNESSETH: That –

WHEREAS, PRODUCER/CLIENT is engaged in the business of producing, distributing


and exhibiting motion picture films;

WHEREAS, PRODUCER/CLIENT intends to produce a film currently titled


“___________”, (referred to as the “Film/Project ”);

WHEREAS, PRODUCER/CLIENT wishes to engage the services of


CAST/CREW/CONTRACTOR for purposes only of the Film/Project , and the
CAST/CREW/CONTRACTOR agrees to provide his services, under the terms and conditions of
this Agreement;

NOW THEREFORE, for and in consideration of the foregoing premises, the parties
agree and bind themselves to the following terms and conditions:

1. CAST/CREW/CONTRACTOR’s Services. CAST/CREW/CONTRACTOR shall


perform the following in relation to the Film/Project :

1.1 Job/Responsibility description #1;


1.2 Job/Responsibility description #2;
1.3 Job/Responsibility description #3;
1.4 …;
1.5 …;
1.6 ….

2. Manner of Rendering Services. CAST/CREW/CONTRACTOR shall diligently


and faithfully serve PRODUCER/CLIENT in accordance with this Agreement, and shall devote
his whole time, attention and energies to the rendition of the services contracted for, to the best of
his ability, and shall do and perform all such services, acts and things connected therewith as
PRODUCER/CLIENT may direct.

3. CAST/CREW/CONTRACTOR’s Fees. For and in consideration of the faithful


performance of CAST/CREW/CONTRACTOR’s services under this Agreement,
CAST/CREW/CONTRACTOR shall be entitled to payment of a fixed fee in the amount of
______________ PESOS (Php ___,000.00), under the following schedule:

3.1 ___________ percent (__%) on the first shooting day;


3.2 ___________ percent (__%) on halfway of the shoot;
3.3 ___________ percent (__%) on the last shooting day.

4. Independent Contractor. CAST/CREW/CONTRACTOR is an


independent contractor. Nothing contained in this Agreement shall be deemed or interpreted to
constitute CAST/CREW/CONTRACTOR as a partner, agent or employee of
PRODUCER/CLIENT, nor shall either party have any authority to bind the other.

5. Taxes. CAST/CREW/CONTRACTOR shall, for his own account, report and pay
for all taxes, dues, fees and other impositions that shall become due by reason of, or arising from,
his performance of his obligations under this Agreement.
6. Term. CAST/CREW/CONTRACTOR agrees to perform his obligations under
this Agreement on a date prior to the beginning of shooting, or such other date that
PRODUCER/CLIENT shall specify in advance, and shall continue until
CAST/CREW/CONTRACTOR’s completion of all of his services under this Agreement, to
PRODUCER/CLIENT’s full satisfaction.

7. Intellectual Property. All things prepared for or submitted by


CAST/CREW/CONTRACTOR to PRODUCER/CLIENT under this Agreement shall be
considered as commissioned works, and shall be owned exclusively by PRODUCER/CLIENT.

7.1 PRODUCER/CLIENT shall solely and exclusively own all results,


product, and proceeds of CAST/CREW/CONTRACTOR’s services under this
Agreement (including, but not limited to, all rights of whatever kind and character
throughout the world, in perpetuity in any and all languages of production, manufacture,
recording, reproduction, performance, and exhibition in any manner and by any art,
device, or method, now known or hereinafter devised). PRODUCER/CLIENT’s
acquisition hereunder shall also include all rights generally known in the field of literary
and musical endeavor as the “moral rights of the authors” in and/or to any musical and/or
literary proceeds of CAST/CREW/CONTRACTOR’s services.

7.2 PRODUCER/CLIENT shall also have the right in respect to such


product, to add to, subtract from, change, arrange, revise, adapt, rearrange, translate into
any and all languages, change the sequence, change the characters and the descriptions
thereof, change the title of the same, record and photograph the same with or without
sound (including spoken words, dialogue and music synchronously recorded), use said
title or any of its components in connection with works or motion pictures wholly or
partially independent thereof, to vend, copy, and publish the same as
PRODUCER/CLIENT may desire.

7.3 PRODUCER/CLIENT shall have the sole and exclusive right, but only
in connection with the Film/Project or in connection with the services rendered by
CAST/CREW/CONTRACTOR with regard to the Film/Project , to use and display
CAST/CREW/CONTRACTOR’s name and likeness in advertising, publicizing and
exploiting the Film/Project , including, without limitation, souvenir programs,
commercial tie-ups, paperback editions of the literary property directly related to, and
upon which the Film/Project is based, or any sound recordings.

7.4 CAST/CREW/CONTRACTOR agrees that the products of his services


may be edited and otherwise altered at the sole discretion of PRODUCER/CLIENT or the
Film/Project ’s director, and used in whole or in part for any and all broadcasting,
audio/visual, and/or exhibition purposes in any manner or media, in perpetuity,
throughout the world. The CAST/CREW/CONTRACTOR shall have no right to the end
product or any benefits derived therefrom.

7.5 In any event, CAST/CREW/CONTRACTOR hereby assigns to


PRODUCER/CLIENT any and all ownership of copyright in the products of his services
under this Agreement, and PRODUCER/CLIENT shall have the right to obtain and hold,
in its own name, copyrights, registrations and similar protection that may be available in
said products. PRODUCER/CLIENT hereby accepts such assignment.
CAST/CREW/CONTRACTOR shall give PRODUCER/CLIENT or its designees all
assistance reasonably required to perfect such rights.

7.6 CAST/CREW/CONTRACTOR shall at PRODUCER/CLIENT’s request


assist it in obtaining and enforcing copyrights and other intellectual property rights for
the products of CAST/CREW/CONTRACTOR’s services under this Agreement.
CAST/CREW/CONTRACTOR shall not receive any further payment in return for the
fulfilment of these participation duties, other than the reimbursement of the expenses
incurred at the PRODUCER/CLIENT’s request.

7.7 To the extent that any pre-existing materials are contained in the
products of CAST/CREW/CONTRACTOR’s services under this Agreement,
CAST/CREW/CONTRACTOR hereby grants to PRODUCER/CLIENT an irrevocable,
non-exclusive, worldwide, royalty-free license to: (i) use, execute, reproduce, display,
perform, distribute (internally or externally) copies of, and prepare derivative works
based upon such pre-existing materials and (ii) authorize others to do any, some or all of
the foregoing.

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7.8 No license or right is granted to CAST/CREW/CONTRACTOR either
expressly or by implication, estoppel or otherwise, to publish, reproduce, prepare
derivative works based upon, distribute copies of, publicly display, or perform, any of the
products of CAST/CREW/CONTRACTOR’s services under this Agreement, except
CAST/CREW/CONTRACTOR’s pre-existing materials, either during the term or after
termination of this Agreement.

8. Confidential Information. In the course of this Agreement,


PRODUCER/CLIENT may have already given, or will be giving, to
CAST/CREW/CONTRACTOR non-public information concerning itself and the Film/Project
(“Confidential Information”). CAST/CREW/CONTRACTOR warrants that s/he shall not,
without prior written consent of PRODUCER/CLIENT disclose or permit to be disclosed, copy,
reproduce or permit to be copied or reproduced in any form, use, or any way exploit, all or any
part of PRODUCER/CLIENT’s Confidential Information.

9. CAST/CREW/CONTRACTOR’s Publicity. CAST/CREW/CONTRACTOR shall


not circulate, publish, or otherwise disseminate any news stories or articles, books, or other
publicity containing CAST/CREW/CONTRACTOR’s name relating directly or indirectly to
CAST/CREW/CONTRACTOR’s services under this Agreement, unless the same are first
approved by PRODUCER/CLIENT.

10. CAST/CREW/CONTRACTOR’s Warranties. CAST/CREW/CONTRACTOR


warrants that:

10.1 S/he is under no obligation or restriction, nor will S/he assume any such
obligation or restriction, which would in any way interfere or be inconsistent with, or
present a conflict of interest concerning the services to be furnished by him/her under this
Agreement;

10.2 All things that S/he may deliver to PRODUCER/CLIENT pursuant to


this Agreement are original and that no portion of such items, or their use or distribution,
violates or is protected by any copyright or similar right of any third party;

10.3 Any information disclosed by CAST/CREW/CONTRACTOR to


PRODUCER/CLIENT is not confidential and/or proprietary to
CAST/CREW/CONTRACTOR and/or any third party; and

10.4 S/he will comply with all applicable laws, ordinances, rules, and
regulations in the performance of his obligations under this Agreement.

11. CAST/CREW/CONTRACTOR’s Default. CAST/CREW/CONTRACTOR shall be


considered in default upon his failure to comply with any of his obligations under this Agreement
on the dates specified for their performance, if any, without need of further notice or demand.
CAST/CREW/CONTRACTOR shall also be considered in default under the following
circumstances:

11.1 If, despite notice CAST/CREW/CONTRACTOR still fails or refuses to


perform or comply with any term, condition, warranty or representation under this
Agreement for any reason, including but not limited to CAST/CREW/CONTRACTOR’s
physical or mental incapacity, within the period given by PRODUCER/CLIENT; and/or

11.2 CAST/CREW/CONTRACTOR’s failure to appear or attend meetings or


conferences when so required by PRODUCER/CLIENT, for which
CAST/CREW/CONTRACTOR has been given prior notice, in which case
PRODUCER/CLIENT may consider this Agreement terminated without need of prior
notice or demand, and for which CAST/CREW/CONTRACTOR waives further notice or
demand.

12. Penalty on Default. In the event that this Agreement is terminated due to
CAST/CREW/CONTRACTOR’s fault or negligence or in the event of his default,
CAST/CREW/CONTRACTOR agrees to pay PRODUCER/CLIENT liquidated damages in the
amount of at least two hundred percent (200%) of the total CAST/CREW/CONTRACTOR’s Fee
in paragraph 3 of this Agreement.

13. Non-Waiver. PRODUCER/CLIENT’s failure or omission to insist upon the strict


compliance by CAST/CREW/CONTRACTOR of the terms and conditions of this Agreement
shall not be deemed as a relinquishment or waiver of any right or remedy which

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PRODUCER/CLIENT may have, nor shall it be construed as a waiver of any subsequent breach
or default of the terms or conditions hereof. No waiver by PRODUCER/CLIENT of any of his
rights or remedies shall be valid unless made in writing and duly notarized.

14. Sub-Contracting and Assignment. CAST/CREW/CONTRACTOR’s


engagement and obligations under this Agreement are strictly personal.
CAST/CREW/CONTRACTOR shall not sub-contract or assign any of his rights or the
performance of any part or all of his obligations under this Agreement, except upon the prior
written consent of PRODUCER/CLIENT. In case of sub-contracting,
CAST/CREW/CONTRACTOR shall be jointly and severally liable with the sub-contractor for
any fault, negligence or other liability attributable to the sub-contractor. In any event, all acts of
the sub-contractor shall be deemed as the direct acts of CAST/CREW/CONTRACTOR.

15. Governing Law. This Agreement shall be construed and governed by the laws of
the Republic of the Philippines.

16. Confidentiality. None of the parties shall make any disclosure of the existence of
the terms of this Agreement without the consent of all the other party hereto, unless required by
law, any government or regulatory body or stock exchange.

17. Severability. If any specific paragraph, provision or part of this Agreement is for
any reason found and declared to be void or unenforceable by a competent court of law, all other
parts thereof which remain unaffected shall nevertheless remain valid, binding and enforceable.

IN WITNESS WHEREOF, the parties hereunto executed this Service Agreement this
______________ at _________________________.

PRODUCER/CLIENT’S FULL NAME FULL NAME OF CAST/CREW


CAST/CREW/CONTRACTOR

Signed in the presence of:

__________________ ______________________

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)


) Sc.

BEFORE ME, a Notary Public for and in ___________, this ____ day of
_____________ 20__ , personally appeared:

Name Competent Proof of Identity Date/Place of Issuance

known to me and to me known to be the same persons who executed the foregoing Service
Agreement which consists of five (5) pages including the page where this acknowledgment is
written, and they acknowledged to me that the same is their free and voluntary act and deed,
and/or of the entities they represent.

Witness my hand and seal on the date and in the place first above-written.
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Notary Public

Doc. No. _____;


Page No. _____;
Book No. _____;
Series of 20__ .

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