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CLIENT SERVICE AGREEMENT

The following, when executed by ___________________________________ ("Client") and SCREENLIGHT PRODUCTIONS INC., a Massachusetts Corporation doing business as ScreenLight & Grip ("SL&G"), constitutes our Agreement in its entirety. SL&G cannot commence services on Client's behalf until this letter, properly executed, has been received by SL&G. This letter will confirm that ScreenLight Productions Inc., d/b/a ScreenLight and Grip ("SL&G") has engaged Client as an independent contractor as follows:

1. Description of Services: SL&G is responsible for supervising, for Client, motion picture production including, but not limited to, advising on lighting requirements in pre-production, providing lighting & grip equipment and crew, loading and unloading equipment, setting up and operating lighting and grip equipment as directed by the Cinematographer. SL&G is responsible for the maintenance of all lighting & grip equipment. In summary, SL&G, and/or its assignees, is responsible for setting up, lighting, and striking the set.

2. SL&G agrees to be the "employer of record" for the persons listed on a CREW EMPLOYMENT CONTRACT signed by an authorized representative of SL&G, in substantially the form of the attached Exhibit A (click here to view Crew Employment Contract (Adobe Acrobat required)), for the periods specified thereon, for purposes of federal, state, and local income tax, withholding tax, state unemployment tax, state worker's compensation insurance, F.U.T.A., F.I.C.A., and, if applicable, SL&G's obligations under and collective bargaining agreements set forth opposite the names of the persons listed on Exhibit A (the "Crew"). Client will have supervisory rights for all other purposes.

3. All right, title, and interests, including but not limited to copyright, throughout the world, in and to all materials prepared by SL&G, and/or its assignees, hereunder shall be vested solely and exclusively in Client, which for copyright purposes shall be deemed the author of a work made for hire, as contemplated in Section 101 of the United States Copyright Act of 1976, as amended. Client shall have the sole and exclusive right to use, and authorize others to use, said material in any and all manner and media throughout the world in perpetuity, without any obligation, financial or otherwise to SL&G. Client shall have the right to adapt, arrange, rearrange, add to, or subtract from said materials and to combine the same with any other materials of whatsoever nature, and SL&G, and/or its assignees, hereby waive any right of "droit moral" or similar right.

4. SL&G warrants and represents that: (a) except to the extent on material provided by Client, all materials prepared by SL&G will be original with SL&G, and the use thereof by Client will not violate the personal or proprietary rights of any party; (b) Client will not incur any liability or financial obligation to any third party based on the creation and use of the materials prepared by SL&G; (c)SL&G has the full right and authority to enter into this Agreement, and will not enter into any other commitments which will in any way conflict with or adversely affect the performance of its Services hereunder.

5. This Agreement pertains to SL&G and permitted assignees. SL&G may not assign the rights, nor delegate any of the duties, described herein to a third party without the prior written consent of Client. Client may assign any of its rights or delegate any of its duties described herein to a subsidiary or other affiliate. In accordance with the provisions of Section 503 of the Communications Act of 1934, as amended, SL&G agrees that it will accept no consideration of any kind in consideration of the use of appearance or mention of any product or service in a program or recording for which it renders services.

6. Client may use SL&G's name, likeness, or biographical material in connection with the Program and any series in which the Program appears and for institutional purposes but not as an endorsement of any product or service. SL&G shall not be entitled to terminate this Agreement or enjoin or interfere with the distribution or exploitation of the Program. Client may terminate the services of SL&G at any time upon notice to SL&G.

7. Client agrees to submit to SL&G a crew employment contract within 48 hours of the completed production. Client agrees to pay SL&G the specified fees on the crew contract, plus twenty five percent (25.0%) of the moneys (total wages) due the Crew, plus the applicable union benefits, in immediately available funds of the lawful currency of the United States. All adjustments to the specified fees shall be paid to, or reimbursed by, SL&G immediately and without demand, including, without limitation, mathematical errors and retroactive adjustments to the tax or other rates. SL&G's obligation contained above are contingent upon its receipt from Client, in full, of all moneys upon receipt of invoice. In addition, Client agrees to provide SL&G (prior to work being performed by any member of the Crew for Client) with an original completed I-9 Form (provided by SL&G) and supporting documentation, an original W-4 Form (provided by SL&G) and any other documents reasonably required by SL&G (provided by SL&G).

8. Client agrees to operate its business in compliance with all federal, state and local laws, ordinances and regulations, including, with out limitation, those affecting safety and health, and to indemnify, defend and hold SL&G harmless from any and all liability, claims, demands, causes of action, settlements and costs, including, without limitation, reasonable attorney's fees, arising out of or related directly or indirectly to the foregoing, nonpayment of moneys due SL&G, or its relationship with any member of the Crew.

9. For those members of the Crew for which SL&G is providing only payroll services, SL&G is not responsible for and makes no warranties, express or implied, regarding the ability, technical skills, presence or other qualifications of the Crew. For those members of the Crew booked by SL&G and accepted by Client, SL&G is not responsible and makes no warranties, express or implied, regarding the ability, technical skills or other qualifications or attributes except as contained in the Profile Statement prepared by SL&G, with information provided by the Crew member and submitted to Client. SL&G cannot warrant the accuracy of the contents of the Profile Statement although it has no reason to question same.

IF A MEMBER OF THE CREW BOOKED BY SL&G FAILS TO APPEAR AT THE SPECIFIED WORK LOCATION, SL&G WILL EXERCISE ALL REASONABLE EFFORTS TO OBTAIN A REPLACEMENT AS QUICKLY AS POSSIBLE. IN ANY EVENT; CLIENT AGREES TO INDEMNIFY, DEFEND AND HOLD SL&G HARMLESS FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, CAUSES OF ACTION, SETTLEMENTS AND COSTS, ARISING OUT OF OR RELATED DIRECTLY OR INDIRECTLY TO THE CREW MEMBERS FAILING TO APPEAR.

Further, SL&G is not responsible for any damages, claims or liability that are incurred by reason of strike, lockout, slowdown, labor controversy, explosion, civil unrest, war, fire, flood, earthquake or similar types of events or acts of God, beyond SL&G's reasonable control.

10. No member of the Crew is or shall be deemed a "leased employee" as that term is used in the Internal Revenue Code.

11 Prior to SL&G providing the services specified herein and during the term of the Agreement, Client shall provide SL&G with a Certificate of Insurance naming SL&G as an additional insured (and providing that no cancellation, termination, or modification may occur within less than thirty (30) days prior written notice to SL&G). Said insurance shall include, but not be limited to, coverage for general public liability, automobile liability, bodily injury, personal liability, contractual liability and property damage in an amount not less than $500,000.00 per occurrence.

12. Any and all disputes arising out of, or related to, this Agreement shall be resolved using the laws of the Commonwealth of Massachusetts and shall be submitted for binding, non-appealable arbitration to a three (3) member panel administered by the Boston, Massachusetts office of the American Arbitration Association or its successors and assigns, with each party bearing the cost of their own counsel and one-half (1/2) the cost of the arbitration. The decision of the arbitrators shall be enforceable in any court of competent jurisdiction.

13. This Agreement may be terminated by either party upon thirty (30) days prior written notice, but termination shall not terminate any obligations or rights accruing during the term of this Agreement. This Agreement may not be altered except in writing signed by the party against whom enforcement is sought.