who is this legal contract benefiting

[kinein]

recently i have been asked if my hovercraft can be used in a tv show.......the production company just sent of the contract. now to whom is this contract benefiting? thank you for the help



Our signatures in the spaces indicated below will confirm the following agreement in which (Name and Address) Me has agreed to let and demise to unnamed production llc with production offices at somewhere, CA (“Studio”) the vessel known as Hovercraft described below (the Vessel) during the charter period set forth below for the purpose of filming, recording, taping, photography, transportation or related use(s) in the production of a television series or commercial presently entitled “some tv show” (hereafter the “Production”).

VESSEL: The Vessel chartered is described as: Hovercraft
The physical description of the Vessel is: Length -10’
Current agreed market value for Vessel for insurance purposes is $00,000

CREW: All crew member(s) will be employee(s) of Charter Party, and therefore Charter Party shall pay all wages and expenses of, and discharge all obligations of an employer with respect to the Crew in connection with their respective services hereunder.

CREW: Estimated maximum number of crew aboard at any one given time - 2

SCHEDULE/LOCATION/USE: The period of this charter shall commence effective (dates) April 30, 2012 from 0900 hours through May 2, 2012 at 2200 hours, at (location) my house, CA (subject to all terms and conditions of this agreement) at which time the Vessel shall be redelivered to Owner at my house, CA and the charter period terminated. If Owner fails to deliver the Vessel on the date specified above, Charter Party may cancel this Agreement by promptly notifying Owner thereof, in which case Charter Party shall have no further obligation or duty hereunder, and Owner will be liable for any and all actual damages suffered by Owner. Notwithstanding the foregoing Charter Party may use the Vessel until all scenes requiring the Vessel have been completed. Charter Party will have the right to use the Vessel for additional filming as may be necessary and payment will be prorated based from the charges (if any) listed below.

Charter Party shall have the full unrestricted and exclusive use of the Vessel to accomplish the necessary transportation, effects and/or film sequences as it requires, subject always to the Captain’s determination of safety, Vessel performance, Coast Guard restrictions or other state or federal requirements.

USE: Charter Party intends to utilize the Vessel as follows:
Vessel will be used as picture Boat
At or near the following location(s) somewhere, CA

COMPENSATION: The basis of hire of the Charter period is: $00,000.00

All costs and expenses shall be payable as agreed between the parties or as follows:
By check to Me

PAYMENT DUE ON SET APRIL 00, 2012

DAMAGE/INSURANCE/INDEMNITY: With respect to damage to the Vessel (excluding normal wear and tear) or third party claims for alleged bodily injury or property damage arising directly from Charter Party’s negligence or willful misconduct in connection with its use of the Vessel, the parties agree the Charter Party will provide a certificate of insurance naming owner as additionally insured and loss payee stating that Charter Party will maintain:

1. Marine Hull Insurance (or Charter Party may elect to self-insure the same peril(s)) for the current insurable value of the Vessel, which insurance shall be current and valid for the type of use contemplated. Any deductible under such hull policy arising from loss or damage to the Vessel while the Vessel is in the possession of the Charter Party due to activities covered by this charter agreement shall be on the account of Charter Party. Charter Party hereby waives any right to claim against Owner with respect to damage or loss covered by such insurance and shall have the interests of owner added as loss payee/additional insured.

2. Marine Liability Insurance (Protection and Indemnity) with limits of liability of not less than $1,000,000 combined single limit covering the risk of third party Bodily Injury, Death, or Property Damage covering the operations of Charter Party herein. Charter Party shall have the interests of Owner ENDORSED and Owner shall be named as additional insured.

3. Commercial General Liability insurance coverage for the mutual benefit of Charter Party and Owner with limits of liability of not less than $1,000,000 for any one occurrence for its non-maritime business activities hereunder.

4. Protection and Indemnity, and /or Worker’s Compensation covering all of Charter Party employees while present on or about the chartered Vessel.

5. Owner shall be named as additionally insured and loss payee on all automotive vehicles provided by owner that are involved in moving or towing of the above named vessel.

PHOTO RELEASE: Charter Party shall have the right, but not be obligated, to photograph, film and record the Vessel and depict the Vessel and/o any part or parts thereof, accurately or otherwise, as Charter Party may choose, in connection with Charter Party’s use hereunder. Owner acknowledges and agrees that Owner has no interest in Charter Party’s photography, film or recording of, on, from or about the Vessel, and Owner hereby grants to Charter Party all right in perpetuity throughout the universe in all such, photography, films, recordings for all purposes and in all media now known or hereafter discovered, and Owner waives all right to seek or obtain equitable or injunctive relief relating in any way to broadcast, exhibition, distribution or other exploitation of such photography.

OWNER’S WARRANTY: Owner warrants, represents and agrees (i) that Owner is the sole legal owner of the Vessel or legally represents the owner; (ii) that Owner has the full legal right, power and authority to enter into and fully perform this agreement; (iii) that the Vessel leased hereunder is in first-class operating and seaworthy condition and capable of performing the intended use(s) of Charter Party as shown herein; (iv) Owner shall disclose to any insurer the contemplated use of the Vessel shown herein

HOLD HARMLESS AND INDEMNITY: Charter Party agrees to indemnify, defend and hold harmless Owner, its officers, principals, agents and employees free and harmless from and against any losses, claims, damages or expenses for Bodily Injury, Death, or Property Damage caused directly by Charter Party’s negligence or intentional or willful misconduct, to the extent that any such claims are not covered by insurance contracts specified herein.

Owner agrees to indemnify, defend and hold harmless Charter Party, its parent and affiliated companies and their respective officers, directors, agents and employees for losses, claims, damages and expenses for Bodily Injury, Death or Property Damages caused directly or indirectly by sole negligence or willful misconduct of Owner to the extent that such claims are not covered by the insurance policies specified herein.



Charter party has the right to modify the Vessel (subject to the Owner’s reasonable approval), paint, apply or remove any insignia or identifying logos subject to returning the Vessel to Owner in the same condition as when received, and further subject to normal wear and tear and insured casualty.

RIGHT TO SURVEY: Charter Party shall have the right but not the obligation to procure an “on charter” and “Off charter” survey of the vessel by a qualified marine surveyor to determine the condition of the vessel and establish the existence and extent of any damage thereon all at the sole cost of Charter Party. Owner shall assist Charter Party to any reasonable extent to accomplish any such survey. In addition, Charter Party shall have the right to inspect the Vessel itself in the company of Owner or Owner’s authorized representative and to memorialize any pre-existing conditions of the Vessel at the time it is delivered to the Charter Party. Charter Party shall not be liable to repair any such pre-existing damage.

FORCE MAJEURE: If Charter Party is prevented from production the aforementioned Photoplay or television series by reason of fire, strike, act of God or the elements or other cause beyond control of the parties, this agreement shall be temporarily suspended during the period of interruption, or, in the alternative, either party may cancel this Agreement without any financial or other obligation to the other party. In the event the Agreement is suspended (as opposed to terminated), at the end of this period of interruption the agreement shall resume as if said interruption had not occurred, except that the schedule will be extended by the length of the interruption.

ASSIGNABILITY: This Agreement may not be assigned except with the consent of the parties, whose consent will not be unreasonably withheld accept charter party may freely assign rights in Photo Release paragraph. Written notices to you shall be given by certified or registered mail or by fax, addressed to you at your address set forth on page one of this agreement, and written notices to us shall be given by certified or registered mail or by fax, marked for the attention of the Legal Department at the address of Charter Party shown herein.

[kinein]

CONSEQUENTIAL DAMAGES: Neither party shall be responsible to the other for consequential damages caused by force majeure, casualty, accident or act of God.

CUMULATIVE RIGHTS: All rights hereunder are cumulative and the pursuit or waiver of one right is not an election to waive any other right. The failure to enforce any provision on any occasion will not be deemed a waiver of that or any other provision on any other occasion.

Owner and Charter Party agree to be bound by all terms and conditions included in this agreement which constitutes the sole understanding of the parties. This agreement shall be governed by and construed in accordance with the laws of the State of California.

CHARTER PARTY– unnamed production OWNER: Me
By: By:

Its: PRODUCER_______________________ Its: _________________________

Date: _______________________________ Date: April 00, 2012

[McLovin]

The party who drafts the contract is always going to have it slant in their favor. If it doesn't, their lawyer isn't doing his job.

But in a 2 minute review of this, my sense is that this is pretty much a standard form for this kind of deal. And is designed to not be so one sided as to blow up deals.

So, the good things I see are:

It seems like you get paid up in full up front.

It seems like they have a ton of insurance. And they indemnify you, too, against claims. I assume this is a large studio and that indemnity therefore is significant.

Some questions I'd consider:

They have the right to modify, alter the graphics, etc. on the boat. They do have to put it back to the way it was. I guess I'd want some detail on what they are planning on doing with these modifications.

An attorneys' fee provision is conspicuously absent. That means they feel (or in their experience they know) that you are more likely to have a claim against them under this contract than vice versa. Given the nature of the obligations, you are far more likely to have a claim against them than they are against you.

This may seem like an insignificant detail, but it can be a game-changer. For example, if they were to damage your boat, and refuse to pay, the lack of an attys fee provision could, from a practical standpoint, make it not feasible for you to pursue them in court. B/c if the damages are $50K, but it will cost you $60K to get a judgment against them (and that's a low estimate, if they defend vigorously), then you will have lost $10K by "winning" your lawsuit against them.

[rusnak]

Tell them you want hovercraft merchandising rights. Just kidding.

[cairns]

See changes below:

Our signatures in the spaces indicated below will confirm the following Agreement in which (Name and Address) Me has agreed to let and demise to unnamed production llc with production offices at somewhere, CA (“Studio”) the vessel known as Hovercraft described below (the Vessel) during the charter period set forth below for the purpose of filming, recording, taping, photography, transportation or related use(s) in the production of a television series or commercial presently entitled “some tv show” (hereafter the “Production”).

VESSEL: The Vessel chartered is described as: Hovercraft
The physical description of the Vessel is: Length -10’
Current agreed market value for Vessel for insurance purposes is $00,000

CREW: All crew member(s) will be employee(s) of Charter Party, and therefore Charter Party shall pay all wages and expenses of, and discharge all obligations of an employer with respect to the Crew in connection with their respective services hereunder.

CREW: Estimated maximum number of crew aboard at any one given time - 2

SCHEDULE/LOCATION/USE: The period of this charter shall commence effective (dates) April 30, 2012 from 0900 hours through May 2, 2012 at 2200 hours, at (location) my house, CA (subject to all terms and conditions of this agreement) at which time the Vessel shall be redelivered to Owner at my house, CA and the charter period terminated. If, for reasons other than Force Majuere as described herein, Owner fails to deliver the Vessel on the date specified above, Charter Party may cancel this Agreement by promptly notifying Owner thereof, in which case Charter Party shall have no further obligation or duty hereunder, and Owner will be liable for any and all actual damages suffered by Owner. Notwithstanding the foregoing Charter Party may use the Vessel until all scenes requiring the Vessel have been completed. Charter Party will have the right to use the Vessel for additional filming as may be necessary and payment will be prorated based from the charges (if any) listed below.

Charter Party shall have the full unrestricted and exclusive use of the Vessel to accomplish the necessary transportation, effects and/or film sequences as it requires, subject always to the Captain’s determination of safety, Vessel performance, Coast Guard restrictions or other state or federal requirements.

USE: Charter Party intends to utilize the Vessel as follows:
Vessel will be used as picture Boat
At or near the following location(s) somewhere, CA

COMPENSATION: The basis of hire of the Charter period is: $00,000.00

All costs and expenses shall be payable as agreed between the parties or as follows:
By check to Me

PAYMENT DUE ON SET APRIL 00, 2012

DAMAGE/INSURANCE/INDEMNITY: With respect to damage to the Vessel (excluding normal wear and tear) or third party claims for alleged bodily injury or property damage arising directly from Charter Party’s negligence or willful misconduct in connection with its use of the Vessel, the parties agree the Charter Party will provide a certificate of insurance naming owner as additionally insured and loss payee stating that Charter Party will maintain:

1. Marine Hull Insurance (or Charter Party may elect to self-insure the same peril(s)) for the current insurable value of the Vessel, which insurance shall be current and valid for the type of use contemplated. Any deductible under such hull policy arising from loss or damage to the Vessel while the Vessel is in the possession of the Charter Party due to activities covered by this charter agreement shall be on the account of Charter Party. Charter Party hereby waives any right to claim against Owner with respect to damage or loss covered by such insurance and shall have the interests of owner added as loss payee/additional insured.

2. Marine Liability Insurance (Protection and Indemnity) with limits of liability of not less than $1,000,000 combined single limit covering the risk of third party Bodily Injury, Death, or Property Damage covering the operations of Charter Party herein. Charter Party shall have the interests of Owner ENDORSED and Owner shall be named as additional insured.

3. Commercial General Liability insurance coverage for the mutual benefit of Charter Party and Owner with limits of liability of not less than $1,000,000 for any one occurrence for its non-maritime business activities hereunder.

4. Protection and Indemnity, and /or Worker’s Compensation covering all of Charter Party employees while present on or about the chartered Vessel.

5. Owner shall be named as additionally insured and loss payee on all automotive vehicles provided by owner that are involved in moving or towing of the above named vessel.

PHOTO RELEASE: Charter Party shall have the right, but not be obligated, to photograph, film and record the Vessel and depict the Vessel and/o any part or parts thereof, accurately or otherwise, as Charter Party may choose, in connection with Charter Party’s use hereunder. Owner acknowledges and agrees that Owner has no interest in Charter Party’s photography, film or recording of, on, from or about the Vessel, and Owner hereby grants to Charter Party all right in perpetuity throughout the universe in all such, photography, films, recordings for all purposes and in all media now known or hereafter discovered, and Owner waives all right to seek or obtain equitable or injunctive relief relating in any way to broadcast, exhibition, distribution or other exploitation of such photography.

OWNER’S WARRANTY: Owner warrants, represents and agrees (i) that Owner is the sole legal owner of the Vessel or legally represents the owner; (ii) that Owner has the full legal right, power and authority to enter into and fully perform this agreement; (iii) that the Vessel leased hereunder is in first-class operating and seaworthy condition and capable of performing the intended use(s) of Charter Party as shown herein; (iv) Owner shall disclose to any insurer the contemplated use of the Vessel shown herein

HOLD HARMLESS AND INDEMNITY: Charter Party agrees to indemnify, defend and hold harmless Owner, its officers, principals, agents and employees free and harmless from and against any losses, claims, damages or expenses for Bodily Injury, Death, or Property Damage caused directly by Charter Party’s negligence or intentional or willful misconduct, to the extent that any such claims are not covered by insurance contracts specified herein.

Owner agrees to indemnify, defend and hold harmless Charter Party, its parent and affiliated companies and their respective officers, directors, agents and employees for losses, claims, damages and expenses for Bodily Injury, Death or Property Damages caused directly or indirectly delete the words "or indirectly" by sole negligence or willful misconduct of Owner to the extent that such claims are not covered by the insurance policies specified herein.



Charter party has the right to modify the Vessel (subject to the Owner’s reasonable approval), paint, apply or remove any insignia or identifying logos subject to returning the Vessel to Owner in the same condition as when received, and further subject to normal wear and tear and insured casualty.

RIGHT TO SURVEY: Charter Party shall have the right but not the obligation to procure an “on charter” and “Off charter” survey of the vessel by a qualified marine surveyor to determine the condition of the vessel and establish the existence and extent of any damage thereon all at the sole cost of Charter Party. Owner shall assist Charter Party to any reasonable extent to accomplish any such survey. In addition, Charter Party shall have the right to inspect the Vessel itself in the company of Owner or Owner’s authorized representative and to memorialize any pre-existing conditions of the Vessel at the time it is delivered to the Charter Party. Charter Party shall not be liable to repair any such pre-existing damage.

The following clause should be mutual- see changes
FORCE MAJEURE: If Owner is prevented from delivering the Vessel or if Charter Party cannot undertake the production of the aforementioned Photoplay or television series by reason of fire, strike, act of God or the elements or other cause beyond control of the parties, this agreement shall be temporarily suspended during the period of interruption, or, in the alternative, either party may cancel this Agreement without any financial or other obligation to the other party. In the event the Agreement is suspended (as opposed to terminated), at the end of this period of interruption the agreement shall resume as if said interruption had not occurred, except that the schedule will be extended by the length of the interruption.

ASSIGNABILITY: This Agreement may not be assigned except with the consent of the parties, whose consent will not be unreasonably withheld accept charter party may freely assign rights in Photo Release paragraph. Written notices to you shall be given by certified or registered mail or by fax, addressed to you at your address set forth on page one of this agreement, and written notices to us shall be given by certified or registered mail or by fax, marked for the attention of the Legal Department at the address of Charter Party shown herein.

You should also consider adding a Choice of Law clause (eg the state you live in) in addition to the Attorney's fee provision Mclovin noted above.

[cashflyer]

Originally Posted by rusnak

Tell them you want hovercraft merchandising rights.

Probably should also require the hovercraft be called a "kinein special" in the movie dialogue.

I would also suggest that the hovercraft pilot action figure must bear your resemblance.

[kinein]

Originally Posted by McLovin

Some questions I'd consider:

They have the right to modify, alter the graphics, etc. on the boat. They do have to put it back to the way it was. I guess I'd want some detail on what they are planning on doing with these modifications..

well as far as i know when speaking with the marine coordinator and special effects. they want to do pyro technics with sparking and some flames near the engine to show that it is catching on fire. there is no graphics to be added they like it the way it is.

Originally Posted by McLovin

An attorneys' fee provision is conspicuously absent. That means they feel (or in their experience they know) that you are more likely to have a claim against them under this contract than vice versa. Given the nature of the obligations, you are far more likely to have a claim against them than they are against you.

This may seem like an insignificant detail, but it can be a game-changer. For example, if they were to damage your boat, and refuse to pay, the lack of an attys fee provision could, from a practical standpoint, make it not feasible for you to pursue them in court. B/c if the damages are $50K, but it will cost you $60K to get a judgment against them (and that's a low estimate, if they defend vigorously), then you will have lost $10K by "winning" your lawsuit against them.

yes good point. i would like to add a attorneys' fee provision incase there is a problem with them paying for any damages to the craft.



and thank you for your help with this. i have done a commercial before with budlight but there was a 3rd party involved and payment was paid by 3rd party. contract was slightly different.

this contract is from the studio itself

[kinein]

Originally Posted by rusnak

Tell them you want hovercraft merchandising rights. Just kidding.

hey you didnt think that crossed my mind. lol but no i am in it for the experience

i had a good time when we did the commercial

[Hugh R]

I don't do contracts for my Studio, but that looks pretty standard, they have the right insurance. It looks like you will be the crew and employed by them. Thus you would be under their worker's comp insurance, meaning if you get injured your sole remedy for damages is workmens comp, assuming no deliberate or wilful acts caused the accident or injury.

[rusnak]

So you get your own motorhome to take breaks in, right? With bottled water, little chocolates, and a masseuse?

[pharlap71]

I have a friend in South Africa that recently let a German film company shoot a film on his property, he thought he had it all covered. He said he learned a lot for next time. For one they would film all night, wind machines, rain machines (emptied his pool), cranes, lights that would light the night up like day time. He said next time, hotel for him and his wife for entire shoot., and basicly just shut his operation down.

[kinein]

Originally Posted by rusnak

So you get your own motorhome to take breaks in, right? With bottled water, little chocolates, and a masseuse?

well i was thinking a bowl of 101 green m&ms, with 30 red ones, 3 blues
with 7.5 San Pellegrino Aranciata Sparkling Beverages at roughly 43.6 degrees, well its a big studio so the catering should be pretty good

[kinein]

Originally Posted by Hugh R

I don't do contracts for my Studio, but that looks pretty standard, they have the right insurance. It looks like you will be the crew and employed by them. Thus you would be under their worker's comp insurance, meaning if you get injured your sole remedy for damages is workmens comp, assuming no deliberate or wilful acts caused the accident or injury.

well if you ever need a hovercraft for transporting or shooting i have a few of them.

[kinein]

thank you everyone for the help i sent over my corrections . if you guys see me at a coffee and donut gathering donut is on me lol

[craigster59]

The studios pay BIG money to have their contracts drawn up. They're pretty standard, saying they get to use your HC to film their sequence, beginning to end. They will change it, repaint it, do whatever, and return to it's original condition when done.

Don't be surprised if you are asked to sign a "clearance" contract when finished, giving up any "unauthorized duplication" rights after filming since photographing and making $$$ off of it is considered "duplication (more so for artwork, posters, etc. although they are starting to do it more with furniture, vehicles, anything of "design")

[kinein]

Originally Posted by craigster59

The studios pay BIG money to have their contracts drawn up. They're pretty standard, saying they get to use your HC to film their sequence, beginning to end. They will change it, repaint it, do whatever, and return to it's original condition when done.

Don't be surprised if you are asked to sign a "clearance" contract when finished, giving up any "unauthorized duplication" rights after filming since photographing and making $$$ off of it is considered "duplication (more so for artwork, posters, etc. although they are starting to do it more with furniture, vehicles, anything of "design")

clearance contract....so they can or i cant make any money off it again with another production?

[craigster59]

You can, you're just giving them the right to photograph it. Like I said, it's more for artwork.

In the early 90's, someone (lawyer) came up with the notion that if I put a Norman Rockwell on the wall of the set "Grandma's Living Room", and we filmed it, distributed it to theaters and made money off of it, we were "duplicating it" just as If I ran it through a copier, took the copies to the swap meet and sold them. Unauthorized duplication and I owe the Rockwell Estate restitution.

They're starting to cover their a$$es even more and making us sign off on furniture (Stickley, Eames, Mogensen, etc.) although I can't understand how photographing a chair (or hovercraft) is 'duplicating" it.

[kinein]

ok i got it.

well i requested the changes that where added on from here thank you guys.

the studio has sent over the revised contract i havent read it yet i just recvd it lastnite. shooting starts on tuesday for two days looking forward to it

[kinein]

Our signatures in the spaces indicated below will confirm the following agreement in which (Name and Address) ME has agreed to let and demise to the Productions, LLC (“Charter Party”) with production offices at somewhere (“Studio”) the vessel known as Hovercraft described below (the Vessel) during the charter period set forth below for the purpose of filming, recording, taping, photography, transportation or related use(s) in the production of a television series or commercial presently entitled “tv show” (hereafter the “Production”).

VESSEL: The Vessel chartered is described as: Hovercraft
The physical description of the Vessel is: Length -10’
Current agreed market value for Vessel for insurance purposes is $00,000

CREW: All crew member(s) will be employee(s) of Charter Party, and therefore Charter Party shall pay all wages and expenses of, and discharge all obligations of an employer with respect to the Crew in connection with their respective services hereunder.

CREW: Estimated maximum number of crew aboard at any one given time - 2

SCHEDULE/LOCATION/USE: The period of this charter shall commence effective (dates) April 30, 2012 from 0900 hours through May 2, 2012 at 2200 hours, at (location)my house (subject to all terms and conditions of this agreement) at which time the Vessel shall be redelivered to Owner at my house and the charter period terminated. If Owner fails to deliver the Vessel on the date specified above, Charter Party may cancel this Agreement by promptly notifying Owner thereof, in which case Charter Party shall have no further obligation or duty hereunder, and Owner will be liable for any and all actual damages suffered by Owner. Notwithstanding the foregoing Charter Party may use the Vessel until all scenes requiring the Vessel have been completed. Charter Party will have the right to use the Vessel for additional filming as may be necessary and payment will be prorated based from the charges (if any) listed below.

Charter Party shall have the full unrestricted and exclusive use of the Vessel to accomplish the necessary transportation, effects and/or film sequences as it requires, subject always to the Captain’s determination of safety, Vessel performance, Coast Guard restrictions or other state or federal requirements.

USE: Charter Party intends to utilize the Vessel as follows:
Vessel will be used as picture Boat
At or near the following location(s) Van Nuys, CA

COMPENSATION: The basis of hire of the Charter period is: $00,000.00

All costs and expenses shall be payable as agreed between the parties or as follows:
By check to Ernest Crawford

PAYMENT DUE ON SET APRIL 30, 2012

DAMAGE/INSURANCE/INDEMNITY: With respect to damage to the Vessel (excluding normal wear and tear) or third party claims for alleged bodily injury or property damage arising directly from Charter Party’s negligence or willful misconduct in connection with its use of the Vessel, the parties agree the Charter Party will provide a certificate of insurance naming owner as additionally insured and loss payee stating that Charter Party will maintain:

Marine Hull Insurance (or Charter Party may elect to self-insure the same peril(s)) for the current insurable value of the Vessel, which insurance shall be current and valid for the type of use contemplated. Any deductible under such hull policy arising from loss or damage to the Vessel while the Vessel is in the possession of the Charter Party due to activities covered by this charter agreement shall be on the account of Charter Party. Charter Party hereby waives any right to claim against Owner with respect to damage or loss covered by such insurance and shall have the interests of owner added as loss payee/additional insured.

Marine Liability Insurance (Protection and Indemnity) with limits of liability of not less than $1,000,000 combined single limit covering the risk of third party Bodily Injury, Death, or Property Damage covering the operations of Charter Party herein. Charter Party shall have the interests of Owner ENDORSED and Owner shall be named as additional insured.

Commercial General Liability insurance coverage for the mutual benefit of Charter Party and Owner with limits of liability of not less than $1,000,000 for any one occurrence for its non-maritime business activities hereunder.

Protection and Indemnity, and /or Worker’s Compensation covering all of Charter Party employees while present on or about the chartered Vessel.

Owner shall be named as additionally insured and loss payee on all automotive vehicles provided by owner that are involved in moving or towing of the above named vessel.

PHOTO RELEASE: Charter Party shall have the right, but not be obligated, to photograph, film and record the Vessel and depict the Vessel and/o any part or parts thereof, accurately or otherwise, as Charter Party may choose, in connection with Charter Party’s use hereunder. Owner acknowledges and agrees that Owner has no interest in Charter Party’s photography, film or recording of, on, from or about the Vessel, and Owner hereby grants to Charter Party all right in perpetuity throughout the universe in all such, photography, films, recordings for all purposes and in all media now known or hereafter discovered, and Owner waives all right to seek or obtain equitable or injunctive relief relating in any way to broadcast, exhibition, distribution or other exploitation of such photography.

OWNER’S WARRANTY: Owner warrants, represents and agrees (i) that Owner is the sole legal owner of the Vessel or legally represents the owner; (ii) that Owner has the full legal right, power and authority to enter into and fully perform this agreement; (iii) that the Vessel leased hereunder is in first-class operating and seaworthy condition and capable of performing the intended use(s) of Charter Party as shown herein; (iv) Owner shall disclose to any insurer the contemplated use of the Vessel shown herein

HOLD HARMLESS AND INDEMNITY: Charter Party agrees to indemnify, defend and hold harmless Owner, its officers, principals, agents and employees free and harmless from and against any losses, claims, damages or expenses for Bodily Injury, Death, or Property Damage caused directly by Charter Party’s negligence or intentional or willful misconduct, to the extent that any such claims are not covered by insurance contracts specified herein. Charter Party agrees to pay all Owner Attorney fees related to use of vessel during the contracted charter

Owner agrees to indemnify, defend and hold harmless Charter Party, its parent and affiliated companies and their respective officers, directors, agents and employees for losses, claims, damages and expenses for Bodily Injury, Death or Property Damages caused directly by sole negligence or willful misconduct of Owner to the extent that such claims are not covered by the insurance policies specified herein.

Charter party has the right to modify the Vessel (subject to the Owner’s reasonable approval), paint, apply or remove any insignia or identifying logos subject to returning the Vessel to Owner in the same condition as when received, and further subject to normal wear and tear and insured casualty.

RIGHT TO SURVEY: Charter Party shall have the right but not the obligation to procure an “on charter” and “Off charter” survey of the vessel by a qualified marine surveyor to determine the condition of the vessel and establish the existence and extent of any damage thereon all at the sole cost of Charter Party. Owner shall assist Charter Party to any reasonable extent to accomplish any such survey. In addition, Charter Party shall have the right to inspect the Vessel itself in the company of Owner or Owner’s authorized representative and to memorialize any pre-existing conditions of the Vessel at the time it is delivered to the Charter Party. Charter Party shall not be liable to repair any such pre-existing damage.

FORCE MAJEURE: If Owner is prevented from delivering the Vessel or if Charter Party cannot undertake the production of the aforementioned Photoplay or television series by reason of fire, strike, act of God or the elements or other cause beyond control of the parties, this agreement shall be temporarily suspended during the period of interruption, or, in the alternative, either party may cancel this Agreement without any financial or other obligation to the other party. In the event the Agreement is suspended (as opposed to terminated), at the end of this period of interruption the agreement shall resume as if said interruption had not occurred, except that the schedule will be extended by the length of the interruption.

ASSIGNABILITY: This Agreement may not be assigned except with the consent of the parties, whose consent will not be unreasonably withheld accept charter party may freely assign rights in Photo Release paragraph. Written notices to you shall be given by certified or registered mail or by fax, addressed to you at your address set forth on page one of this agreement, and written notices to us shall be given by certified or registered mail or by fax, marked for the attention of the Legal Department at the address of Charter Party shown herein.

[kinein]

this is the revised copy of the contract