This VIDEO PRODUCTION SERVICES AGREEMENT (the “Agreement”), made effective the date it is executed by all parties hereto (the “Effective Date”), is by and between YOU (“Client”), and KANGAROO FILMS dba DreamItReel, a New York based S. Corp (“Company”) (each of the signatories hereto is a “Party,” and collectively, the “Parties”).

WHEREFORE, in consideration of the mutual covenants and conditions set forth below, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

Deliverables.

Company shall provide to Client the services as further described in the Scope of Work (“SOW”) provided. Company shall professionally provide the Services, consistent with the then-existing industry standards. An SOW may only be amended by the Parties in a written change order executed by both Parties.

DreamItReel shall provide its services and meet its obligations under this Contract in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in DreamItReel’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to DreamItReel on similar projects.

Term and Termination.

The term (the “Term”) of this Agreement shall begin on the Effective Date and shall continue thereafter until December 31, unless Client purchases the Partnerships Pricing Model (as defined below), in which case, this Agreement shall terminate when the last video of such Partnerships Pricing Model has been produced by Company and delivered to Client, and Client accepts the video and tenders payment in full to Company, at which point, this agreement will expire (the “Expiration Date”). For avoidance of doubt, December 31 is the Expiration Date unless Client selects the Partnerships Pricing Model.

Payment.

As consideration for the Services to be performed by Company, Client shall pay Company the fee (“Fee,” inclusive of all amounts set forth in this Section 3) outlined in the applicable SOW.

Client may choose from two different payment models, depending on its needs, whether its videos have a defined scope, and the number of videos it wants Company to produce. The models are (each a “Model,” and collectively, the “Models”):

A La Carte – Projects Model.

A La Carte-Projects are one-offs or one-time projects. This Model is appropriate where the Client generally wants a video or videos (there is no limitation to the number of videos allotted hereunder) produced simultaneously, and there is a defined scope (subject matter, style, setting, tone, number of videos etc.) with reasonable specificity. Upon Client selecting the A La Carte option, by executing this Agreement and any applicable SOW, Company shall issue an invoice to Client. Within five business days of receipt, Client must remit payment to Company, which must be received within that time by Company. The non-refundable payment shall be equal to 50% of the total payment Client must tender to Company for its Services (the “Deposit”) The remaining 50% shall be due upon completion of the project (the “Final A La Carte-Projects Payment”), which shall occur when Company has delivered the final cut of the video(s) to Client or upon a period of net 90 from the original issuance of the Deposit, whichever comes first. Notwithstanding the foregoing, at Company’s sole discretion, it may permit Client to issue a purchase order for Services. In which case, the Final Payment must be received by Company no more than 60 days from Client’s receipt of the Final Cut Invoice.

Partnership-Projects Model.

This Model is appropriate where the Client desires Company to provide it with ongoing Services for multiple videos. Similarly to the A La Carte-Projects Model, an invoice will be issued to Client within five business days of receipt, Client must remit payment to Company, which must be received within that time by Company. The non-refundable payment shall be equal to 50% of the total partnership price Client must tender to Company for its Services (the “Deposit”). The remaining 50% shall be due upon completion of the project (the “Final Upfront Payment”), which shall occur when Company has delivered the final cut of the video(s) to Client or upon a period of net 90 from the original issuance of the Deposit, whichever comes first. Cancelled contracts will be prorated for completed videos per the supplied Rate Card.

As used herein, “final cut” means the final edited version of a video, as approved by the Company, so that it reads to be displayed to an audience or is otherwise ready to be used for its intended purpose.

Revisions.

Each video produced by Company hereunder shall receive up to three edits (i.e., revisions or cuts or modifications) inclusive of the final cut. Each edit thereafter shall be subject to the fee set forth in the SOW and the payment for which shall be made on net 30 pursuant to a separately issued invoice.

Delay in Remittance.

If, for any reason, Client delays remitting the Fees to Company beyond the time set forth in any applicable SOW (the “Due Date”), then the following shall become operative:

Liquidated Damages.

As liquidated damages, to compensate Company for the loss of revenues (and the potential difficulty that may arise between Company and third parties that may not timely receive remuneration from Company due solely to Client’s delay hereunder), Client shall pay Company pro-rata 10% per annum for each day that the Fees are delayed past the Due Date (the “Liquidated Damages” or “Late Fee”) in addition to the Fee then due and owing.

Security Interest. For each day past the Due Date that the Fees have not been paid to Company (the “Security Interest Effective Date”), as security for payment of all sums due, or to become due or owing by Client to Company, Client hereby grants to Company a security interest (the “Security Interest”) in the Services (inclusive of all videos produced by Company on behalf of Client hereunder).

Upon the Security Interest Effective Date, Client shall be deemed “Debtor” and Company shall be deemed “Creditor” and “Secured Party.”

The security interest granted herein secures any and all indebtedness and liabilities, whatsoever, owed by Debtor to Secured Party whether direct or indirect, absolute or contingent, due or become due, now existing or hereafter evidenced. This security interest is also given to secure any other debts which may be owed by Debtor to Secured Party from time to time as stated hereinbelow.

Collateral. The videos produced by Company for Client hereunder.

Perfection of Security Interest. Debtor agrees to execute such statements and to take whatever other actions are requested by Secured Party to perfect and continue Secured Party’s interest in the Collateral. To that end, if requested, Debtor shall execute a UCC-1 Financing Statement. Creditor shall not file the Financing Statement with any governmental or quasi-governmental agency unless and until Debtor has not remitted the Fee to Creditor within 30 days of the Due Date (the “Default”).

Enforceability of Collateral. To the extent the Collateral consists of accounts, contract rights, chattel paper, or general intangibles, the Collateral is enforceable under its terms, is genuine, and complies with applicable laws concerning form, content, and manner of preparation and execution, and Company, appearing to be obligated on the Collateral, represents and warrants that it has full authority and capacity to contract and is in fact obligated as it appears to be on the Collateral.

Transactions Involving Collateral. Except for inventory sold or accounts collected in the ordinary course of Debtor’s business, Debtor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. Debtor shall not pledge, mortgage, encumber, or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the Security Interest provided for in this Agreement, without the prior written consent of Secured Party. This includes security interests even if junior in right to the Security Interest granted under this Agreement. Unless waived by Secured Party, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Secured Party and shall not be commingled with any other funds; provided, however, this requirement shall not constitute consent by Secured Party to any sale or other disposition. Upon receipt, Debtor shall immediately deliver any such proceeds to Secured Party.

Title. Debtor represents and warrants to Secured Party that it holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or which Secured Party has specifically consented. Debtor shall defend Secured Party’s right in the Collateral against the claims and demands of all other persons.

Maintenance and Inspection of Collateral. Debtor shall maintain all tangible Collateral in good condition and repair. Debtor will not commit or permit damage to or destruction of the Collateral or any part of the Collateral. Secured Party and its designated representatives and agents shall have the right at all reasonable times to examine, inspect, and audit the Collateral wherever located. Debtor shall immediately notify Secured Party of all cases involving the return, rejection, repossession, loss or damage of or any Collateral, of any request for credit or adjustment or of any other dispute arising with respect to the Collateral; and generally of all happenings and events affecting the Collateral or the value or the amount of the Collateral.

Taxes, Assessments, and Liens. Debtor shall pay when due all taxes, assessments, and liens concerning the Collateral. Debtor may withhold any such payment or elect to contest any lien if Debtor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Secured Party’s interest in the Collateral is not jeopardized in Secured Party’s sole opinion. If the Collateral is subject to a lien which is not discharged within fifteen (15) days, Debtor shall deposit with Secured Party’s cash, a sufficient corporate surety bond or other security satisfactory to Secured Party in an amount adequate to provide for the discharge of the lien plus any interest, cost, reasonable attorney’s fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any legal action against Debtor, Debtor shall satisfy any final adverse judgment before enforcement against the Collateral.

Compliance with Governmental Requirements. Debtor shall comply promptly with all laws, ordinances, and regulations of all government authorities, applicable to the production, disposition, or use of the Collateral. Debtor may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Secured Party’s interest in the Collateral, in Secured Party’s opinion, is not jeopardized.

Debtor’s Right to Possession. Until the Default, Debtor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement, provided that Debtor’s right to possession and beneficial use shall not apply to any Collateral where possessions of the Collateral by Secured Party is required by law to perfect Secured Party’s security interest in such Collateral. If Secured Party at any time has possession of any Collateral, whether before or after the Default, Secured Party shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral. If Secured Party takes possession of the Collateral as Debtor shall request or as Secured Party, in Secured Party’s sole discretion, shall deem appropriate under the circumstances, failure to honor any request by Debtor shall not of itself be deemed to be a failure to exercise reasonable care. Secured Party shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve, or maintain any security interest given to secure the Collateral.

Expenditures by Secured Party. If Secured Party must discharge or pay any amounts under this Agreement, including without limitation all taxes, liens, security interests, encumbrances, and other claims, at any time levied or placed on the Collateral, Secured Party also may (but shall not be obligated to) pay all costs for insuring, maintaining and preserving the Collateral. All expenditures incurred or paid by Secured Party for any purpose will then bear interest at the rate charged under the law and shall be promptly repaid to Secured Party by Debtor.

Usury Savings. This Agreement is subject to the express condition that at no time shall Debtor be required or obligated to pay interest on the Fees at a rate which could subject Creditor to either civil or criminal liability as a result of being in excess of the maximum legal rate under New York law. If, by the terms of this Agreement, Debtor is at any time required or obligated to pay interest on the Fees due hereunder at a rate in excess of the maximum legal rate (the “MLR”), the interest rate shall be immediately reduced to the MLR and all previous payments in excess of the MLR shall be deemed to have been advance payments made on the Fees and not on account of the interest due hereunder as liquidated damages. All sums paid or agreed to be paid to Company for the use, forbearance, or detention of the sums due under the delinquent Fees shall, to the extent permitted by the applicable legal requirements, be amortized, prorated, allocated, and spread throughout the full stated term of this Agreement until payment in full so that the rate or amount of interest on account of the delinquent Fees does not exceed the MLR, from time to time then in effect and applicable to the Fees, for so long as the Fees have not been paid past the Due Date.

Representations, Warranties, and Covenants.

Client represents, warrants, and covenants to Company that: (i) it will not provide any materials to Company to be incorporated into the Services that are unlawful or subject to claims by third parties; (ii) it has the financial wherewithal to satisfy its payment obligations set forth herein and will remit payments when due; and (iii) it has the authority to enter into this Agreement. Company represents, warrants, and covenants to Client that: (iv) it has the necessary consents, rights, title, and interest to provide the Services; (v) it will provide the Services with due care, competently and professionally; and (vi) its provision of the Services shall comply with all applicable laws.

Indemnification.

Client shall defend, hold harmless and indemnify Company from and against any (i) loss, damage, liability, claim, demand, suit, and expense (including reasonable attorneys’ fees) (“Loss“) that may be incurred by Company as the result of any third party claim, demand, suit, investigation, or proceeding made or brought against Company based upon or arising out of Client’s breach of its representations, warranties or obligations hereunder.

Company shall defend, hold harmless and indemnify Client from and against any Loss that may be incurred by Client as the result of any third party claim, demand, suit, investigation, or proceeding made or brought against Client based upon or arising out of a breach by Company of this Agreement.

Publicity.

Company shall have the right, without prior approval, to use any and all Services following their publication (publication shall occur when Client displays the Services to third parties) promote Company and to market Company’s services to third parties, including submitting such Services to industry award shows and posting them on Company’s website and social media channels. Thus, Client irrevocably grants to Company a non-exclusive, worldwide, fully paid-up, royalty-free, non-transferable, perpetual license to access, display, publish, aggregate, reproduce, distribute, exhibit, amend, and otherwise use and reuse the results and proceeds of the Services hereunder, along with Client’s name (so long as Company does not directly receive a pecuniary benefit from the exploitation of such Services after they are delivered to Client). Notwithstanding the foregoing, if Company executes a non-disclosure agreement with Client concerning the Services, Company shall not display the Services to third parties until one year after the execution of such non-disclosure agreement.

No Waiver.

No failure or delay by either party in exercising any right, power, or remedy will operate as a waiver of such right, power, or remedy, and no waiver will be effective unless it is in writing and signed by the party to be charged thereby.

Severability.

If any term, clause, or provision of this Agreement is held to be illegal, invalid, or unenforceable, or the application thereof to any person or circumstance shall to any extent be illegal, invalid or unenforceable under present or future laws effective during the term hereof or of any provisions hereof which survive termination, then and in any such event, it is the express intention of the parties that the remainder of this Agreement, or the application of such term, clause or provision other than to those as to which it is held illegal, invalid or unenforceable, shall not be affected thereby, and each term, clause or provision of this Agreement and the application thereof shall be legal, valid and enforceable to the fullest extent permitted by law.

Governing Law.

This Agreement shall be governed in all respects by the laws of the State of New York. Each Party expressly consents to and agrees that any and all disputes, claims, or controversies arising out of or related to this Agreement shall be submitted to confidential, binding arbitration. Such arbitration shall take place in New York County, New York, which shall be the exclusive venue, and shall be administered by, and pursuant to, the Commercial Arbitration Rules of the American Arbitration Association. The Parties hereby waive all claims that such venue is inconvenient. Notwithstanding the forgoing, if any Party reasonably believes that the other Party will not pay it fair share of arbitration costs, such Party may commence an action in any court of competent jurisdiction in the County of New York, State of New York.

Conflict of Provisions.

If there is any conflict between the provisions of this Agreement and any SOW or other agreement, the provisions of this Agreement shall control unless such SOW or other Agreement expressly references the provision herein that it is modifying and is signed by both Parties.

Termination.

Upfront-Projects Model. If Client selects this Model, it may terminate the Agreement at any time by delivering written notice (the “Termination Notice”) to Company indicating the date of termination (the “Termination Date”). However, it shall forfeit its Deposit. If Client terminates prior to the Expiration Date, all Services created by Company for Client up to the Termination Date shall be provided to Client, subject to Client paying its prorated Fee (as based on the Termination Date) on net 30 in accordance with the invoice issued by Company.

A La Carte-Projects Model. If Client selects this Model, it may terminate the Agreement at any time by delivering the Termination Notice to Company indicating the Termination Date. In addition to forfeiting its Deposit, Client shall also forfeit any bundled rate discounts if Client terminates prior to the Expiration Date. Thus, Client shall be liable for the prorated rate card price (see Exhibit B) (on net 30 in accordance with the invoice issued by Company) for all videos that have been completed (as evidenced by a final cut being produced of such videos) as of the Termination Date.

14. Miscellaneous. The relationship between the Parties shall be that of independent contractors. This Agreement shall not make either Party a partner or employee of the other. The Parties’ rights and obligations which, by their nature, would continue beyond the termination or cancellation of this Agreement shall survive any such termination or cancellation. Neither Party shall criticize, ridicule, or otherwise disparage the other Party to third parties, claims of gross negligence or willful misconduct excepted. This Agreement supersedes any prior agreement between the parties with respect to the subject matter hereof, whether written or oral. This Agreement embodies the entire understanding between and among the parties. Any changes, additions, revisions, or modifications must be accomplished via a written instrument signed by both Parties. In the event Company has to enforce any of the terms herein, Client shall pay Company’s reasonable attorneys’ fees and court costs, and shall be liable for both compensatory and consequential damages. “Force Majeure” means any fire, flood, earthquake, or public disaster; strike, labor dispute or unrest; embargo, riot, war, insurrection or civil unrest; any act of God; any act of legally constituted authority; any epidemic, pandemic, or contagion; or any other cause beyond Company’s control which would excuse Company’s performance as a matter of law. If by reason of force majeure, Company’s performance hereunder is delayed, hampered, or prevented then the rights and obligations of Company provided herein and any performance by Client shall be extended for the amount of time of such delay or prevention up to a maximum of one year. Nothing contained herein shall require the commission of any act or the payment of any compensation which is contrary to an express provision of law or contrary to the policy of express law. If there shall exist any conflict between any provision contained herein and any such law or policy, the latter shall prevail; and the provision or provisions herein affected shall be severed, curtailed, limited, or eliminated to the extent (but only to the extent) necessary to remove such conflict; and as so modified the remaining provisions of this Agreement shall continue in full force and effect.