ANIMATION MASTER SERVICE AGREEMENT
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement, unless inconsistent with the context
“This Agreement” means the Animation Master Services Agreement.
“Affiliate” means, with respect to any entity, any entity directly or indirectly controlling, controlled by, or under common control with such entity.
“Deliverables” means any work product, animation, visual material, design, or output created by Service Provider under any Statement of Work.
“Effective Date” means the date the Company issues this Agreement.
“Intellectual Property Rights” means all rights of authorship, copyright, moral rights, rights in designs, rights in computer programs, patents, trade marks, trade names, know-how, and all analogous rights, whether registered or not.
“Services” means the animation, creative, or related services to be rendered by Service Provider pursuant to any Statement of Work.
“Service Provider” means the signatory of the Statement of Work
“Statement of Work” means a written document executed by the Parties which sets out the specific project scope, deliverables, fees, timelines, and other project-specific terms.
2. PURPOSE AND INCORPORATION
2.1 This Agreement sets out the general terms and conditions governing the engagement of freelance animators and related service providers by the Company.
2.2 This Agreement is shall not require signature by any Service Provider. Instead, each Statement of Work executed by a Service Provider shall expressly incorporate this Agreement by reference.
2.3 By signing a Statement of Work which references this Agreement, the Service Provider thereby agrees to be bound by the terms of this Agreement as if fully set out and signed by such Service Provider.
3. RELATIONSHIP OF PARTIES
3.1 Each Service Provider shall perform the Services strictly as an independent Service Provider, and nothing herein shall create an employment relationship, agency, joint venture, or partnership.
3.2 No Service Provider shall have authority to act on behalf of, represent that they act on behalf of, and/or bind the Company.
4. STATEMENTS OF WORK
4.1 The specific terms of engagement for each project shall be recorded in an Statement of Work executed between the Company and the Service Provider.
4.2 Each Statement of Work shall incorporate this Agreement by reference.
4.3 In the event of conflict, this Agreement shall prevail over the terms of any Statement of Work unless expressly stated otherwise in such Statement of Work.
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5. SERVICES AND PERFORMANCE
5.1 Service Provider shall perform the Services in a professional, diligent, and timely manner, consistent with industry standards.
5.2 Service Provider shall comply with all reasonable instructions, guidelines, and project requirements issued by the Company.
5.3 Service Provider shall use its own tools, equipment, and resources unless otherwise specified in an Statement of Work.
6. FEES AND PAYMENT
6.1 Fees shall be set out in the applicable Statement of Work.
6.2 Unless otherwise stated, all fees are exclusive of VAT.
6.3 The Company shall pay undisputed invoices within [30] days of receipt, subject to acceptance of Deliverables in accordance with Clause 8.
6.4 No expenses shall be reimbursed unless expressly approved in writing by the Company.
7. REVISIONS AND CHANGE ORDERS
7.1 Service Provider shall provide three (3) rounds of revisions at each deliverable as set out in the applicable Statement of Work, at no additional charge.
7.2 Additional revisions, or changes which materially alter the scope, shall be deemed “Change Orders” and shall be subject to additional fees and adjusted delivery schedules as agreed in writing.
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8. ACCEPTANCE
8.1 Deliverables shall be deemed accepted only upon written confirmation by the Company.
8.2 Failure and/or delay by the Company to notify the Service Provider that they have rejected Deliverables shall not constitute acceptance.
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9. INTELLECTUAL PROPERTY
9.1 Service Provider acknowledges and agrees that all Deliverables and all Intellectual Property Rights therein shall vest in the Company upon creation.
9.2 Service Provider hereby assigns, transfers, and makes over to the Company all right, title, and interest in and to the Deliverables and associated Intellectual Property Rights, worldwide, in perpetuity.
9.3 Service Provider irrevocably waives any moral rights it may have in the Deliverables.
9.4 Service Provider shall, at Company’s cost, execute such further documents as may be required to give effect to this Clause.
10.CONFIDENTIALITY
10.1 Service Provider shall keep strictly confidential all information disclosed by the Company, including project details, scripts, designs, and client information.
10.2 This obligation survives termination of this Agreement.
11.WARRANTIES
11.1 Service Provider warrants that:
11.1.1 The Deliverables shall be original, and shall not infringe the Intellectual Property Rights of any third party;
11.1.2 Service Provider has full power and authority to enter into this Agreement;
11.1.3 Services will be performed with reasonable care and skill.
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12.INDEMNITIES
12.1 Service Provider indemnifies and holds harmless the Company, its Affiliates, officers, directors, and clients from and against any losses, damages, claims, or expenses arising from:
12.1.1 breach of warranties;
12.1.2 infringement of third-party rights;
12.1.3 negligence, fraud, or wilful misconduct by Service Provider.
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13.LIABILITY
13.1 Service Provider’s liability shall not be limited in respect of breaches of confidentiality, intellectual property, or indemnities.
13.2 In all other respects, Service Provider’s aggregate liability shall not exceed the total fees paid under the applicable Statement of Work.
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14.TERM AND TERMINATION
14.1 This Agreement commences on the Effective Date and continues until terminated by the Company in its sole discretion.
14.2 The Company may terminate immediately for material breach not remedied within [10] days of notice.
14.3 Termination of this Agreement shall not affect the validity of any existing Statement of Work, unless expressly terminated.
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15.COMPLIANCE AND INSURANCE
15.1 Service Provider shall comply with all applicable laws, including labour, tax, and health and safety legislation.
15.2 Service Provider shall maintain adequate professional indemnity and public liability insurance.
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16.DISPUTE RESOLUTION
16.1 This Agreement is governed by the laws of the Republic of South Africa.
16.2 Any dispute shall first be resolved amicably by negotiation.
16.3 Failing settlement, disputes shall be finally resolved by arbitration in Johannesburg under the rules of the Arbitration Foundation of Southern Africa (AFSA).
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17.GENERAL
17.1 Entire Agreement. This Agreement and all Statement of Works constitute the entire agreement between the Parties.
17.2 Service Providers may not assign or subcontract without Company’s prior written consent.
17.3 Force Majeure. The Company shall be liable for failure to perform due to causes beyond its reasonable control.
17.4 Any invalid provision shall not affect the remainder of this Agreement.