This Agreement applies to all services rendered by Pro Safety Productions. A signed copy with Client details is required before work begins.
This Client Services Agreement ("Agreement") is made and entered into as of the date of the last signature below, by and between:
Pro Safety Productions ("PSP"), a California company, with principal place of business at 28625 S Western Avenue #2050, Rancho Palos Verdes, CA 90275.
[CLIENT NAME] ("Client"), with principal place of business at [Client Address].
Collectively, PSP and Client are referred to as the “Parties.”
I. Core Agreement Details
1. Scope of Work
PSP shall provide consulting, production, and CHST-certified training video services as outlined in **Exhibit A – Proposal**. Any additional services requested outside the agreed scope will require a separate agreement or **Change Order**. PSP will deliver the agreed-upon assets, revisions, and deliverables as specified.
2. Term and Termination
2.1. Term: This Agreement commences upon execution and continues until final delivery and payment are completed.
2.2. Termination for Cause: Either party may terminate in the event of a material breach (e.g., non-payment, non-performance). PSP may suspend all work pending cure of the breach.
2.3. Termination without Cause: Client may terminate at any time. The initial deposit/retainer is **non-refundable**. Client shall also pay for all work performed up to the date of termination at PSP’s standard rate of **$250/hour**.
II. Financial Protection & Payment Clauses
3. Fee and Payment Schedule
All payments must be made via ACH or wire transfer.
- Foundational Package: 50% deposit at signing; 50% upon final delivery.
- Core / Strategic Packages: 30% deposit at signing; 30% upon script approval; 40% upon final delivery.
- Optional Retainer: Monthly invoices due on the first of each month.
4. Deposit / Retainer
The initial deposit is **non-refundable** and secures PSP’s time, resources, and project scheduling. Work shall not commence until the deposit is received.
5. Late Fees & Suspension of Work
Invoices overdue by 7 days will incur a **5% late fee**. PSP reserves the right to suspend all project work until past-due payments are received in full.
III. Liability & Intellectual Property (Non-Negotiable)
7. Content Liability & Final Approval (Client Liability Assumption)
Client’s approval of the script and final delivered video constitutes a complete and final acceptance. Client acknowledges that: **Compliance with safety requirements is the sole responsibility of the Client.** Client assumes all liability for the use of the final asset and any damages, claims, or losses arising from its use or distribution. PSP shall not be held liable for any content-related claims after final written approval.
9. Limitation of Liability (Liability Caps)
In no event shall **PSP’s liability under this Agreement exceed the total fees paid by the Client to PSP for the specific project in question.** PSP shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits.
10. Intellectual Property (IP) Ownership
PSP retains ownership of all raw footage, original music, graphics, and creative design concepts until **full payment is received.** Ownership of the final delivered video asset **transfers to Client only upon receipt of the final payment.**
IV. Project Management & Scope Protection (Fixed Scope)
12. Revision Limits
Client is entitled to the number of revision rounds specified in Exhibit A. Additional revisions beyond the agreed rounds will be billed at **$250/hour**.
13. Change Orders
Any request to substantially alter the agreed-upon deliverables or project scope after contract signing must be submitted in writing. PSP will provide a written **Change Order** detailing the adjusted fee and timeline extension. Work will not commence until signed by both Parties.
V. Miscellaneous
18. Governing Law & Jurisdiction
This Agreement shall be governed by the laws of the **State of California**. Any disputes shall be resolved in courts located in **Los Angeles County**.
19. Entire Agreement and Amendments
This Agreement, together with Exhibit A (Proposal), constitutes the entire understanding. No modification shall be valid unless in writing and signed by both Parties.
End of Agreement. Contact PSP for a copy of the full, signature-ready contract.