Skip to Content


  1. Furnishing Materials, Services, & Releases
    1. Web Development
      1. Client shall supply images, text/copy, branding materials, creative direction, and related clearances, unless otherwise noted in Addendum A - Production Specifications and Deliverables.
      2. Client represents, warrants, and covenants that any text, graphics, sound, video, photos, designs, trademarks, service marks, or other artwork (each, an “element”) furnished to ADS Media for inclusion in a website or other project are owned by the Client or that the Client has all rights necessary for ADS Media to incorporate any such element in any videos or other product of the Services. The Client will hold harmless, protect, indemnify and defend ADS Media, its subcontractors, officers, directors, owners, employees, agents, representatives, and affiliates from any and all liability, damages, costs, or expenses (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements by ADS Media or the inclusion of such elements in any website or other product of the Services.
      3. ADS Media: ADS Media shall deliver the completed project media(s) pursuant to this Agreement and the requirements of Addendum A – Production Specifications and Deliverable. ADS Media shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to ADS Media in connection with the Specified Media(s) to the extent permissible by application union or guild agreements. ADS Media shall supply everything else required for the delivery of the Specified Media(s) as noted in Addendum A – Production Specifications and Deliverables.
      4. All Client Materials which remain on the premises of ADS Media beyond thirty (30) days after date of completion, will not be the responsibility of ADS Media. Storage/disposal fees may apply.
      5. If Client is provided with access to self-manage their website (including FTP and Wordpress credentials) any changes made by the Client, or any person or persons under contract by the Client or that the Client has given said credentials to, that impedes functionality (ie. broken, slow loading, etc..) the Client shall be liable for any and all charges incurred to restore functionality to the website. This shall be billed at ADS Media’s full hourly rate.
    2. Video, Audio & Media
      1. Client shall supply scripts, storyboards, product props, production notes, music, talent, creative direction, and related clearances, unless otherwise noted in Addendum A - Production Specifications and Deliverables.
      2. Client represents, warrants, and covenants that any text, graphics, sound, video, photos, designs, trademarks, service marks, or other artwork (each, an “element”) furnished to ADS Media for inclusion in a video or other project are owned by the Client or that the Client has all rights necessary for ADS Media to incorporate any such element in any videos or other product of the Services. The Client will hold harmless, protect, indemnify and defend ADS Media, its subcontractors, officers, directors, owners, employees, agents, representatives, and affiliates from any and all liability, damages, costs, or expenses (including attorney’s fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements by ADS Media or the inclusion of such elements in any video or other product of the Services.
      3. ADS Media: ADS Media shall deliver the completed project media(s) pursuant to this Agreement and the requirements of Addendum A – Production Specifications and Deliverable. ADS Media shall deliver to Client consents, waivers or releases from all talent and all persons or entities who have rendered services to ADS Media in connection with the Specified Media(s) to the extent permissible by application union or guild agreements. ADS Media shall supply everything else required for the delivery of the Specified Media(s) as noted in Addendum A – Production Specifications and Deliverables.
      4. When all outstanding bills have been paid by the Client, ADS Media will, upon written demand by the Client, return the Client’s material at the Client’s expense. All Client Materials which remain on the premises of ADS Media beyond thirty (30) days after date of completion, will not be the responsibility of ADS Media. Storage/disposal fees may apply.
  2. Changes in Specifications
    If at any time, the Client desires to make any changes or variations from  approved creative outline(s), script(s), storyboard(s), or works in the Specified Media(s) or from any material or work in progress, and such changes result in additional costs to ADS Media, ADS Media agrees to notify the Client in the amount before any such additional costs are incurred and ADS Media shall proceed only after received approval (written or oral) from Authorized Representative, approval by Client shall be binding and incorporated in the terms of this Agreement. Reimbursement for such additional costs shall be payable in accordance with the terms of this Agreement for the final payment. If ADS Media does not receive a prompt reply, the estimated delivery date may be extended to reflect the delay.
  3. Ownership
    1. ADS Media assigns to the Client all right, title and interests to all of its copyrights in the Specified Media(s) produced by ADS Media pursuant to the Services, effective upon full and complete payment by the Client of the final invoice (and any other outstanding invoices) issued by ADS Media. ADS Media makes no ownership claim with respect to any copyrighted materials, trademarks, trade secrets or other intellectual property supplied by the Client to ADS Media for purposes of the Services.
    2. ADS Media will retain ownership of any and all right, title and interest, including but not limited to copyright, in any programming, software, software code, delivery methods and/or propriety technology (collectively, the “Proprietary Technology”) and any text, graphics and other material (“Producer Materials”) developed or licensed as a result of the performance of the Services and delivery of the Deliverables.
    3. Client hereby grants to the Producer the non-exclusive right to adapt, modify, translate, exhibit, publish, reproduce, create derivative works from, and otherwise use Client Materials as necessary for the Producer to provide the Services and deliver the Deliverables pursuant to the terms of this Agreement and Client hereby waives its moral rights in Client Materials for such purposes.
    4. Subject to the rights granted to the Client or expressly retained by the Client pursuant to paragraph (a) above, ADS Media will retain all intellectual property rights, including copyrights, ideas, trademark rights, and service mark rights, in any materials created by ADS Media or its subcontractors in connection with the Services. For the avoidance of doubt, ADS Media has no obligation to deliver, and grants no rights in, any rejected designs, documentation, code, illustrations, raw video and project files and audio/verbal scripts, including preliminary concepts, accepted or rejected elements, works in progress, and finished materials which have been created or furnished by ADS Media during the course of providing Services unless agreed upon in writing.
    5. The Client grants ADS Media (and its successors, assigns and affiliates) a non-exclusive, limited license to use any Specified Media(s) produced by ADS Media, or portion thereof (including screenshots and including the Client’s name and any embedded trademarks or service marks), for demonstration, sample and marketing purposes, including without limitation the right to display such material on ADS Media’s website. ADS Media may also include Client’s name and trademark or service mark in a list of ADS Media’s clients for marketing and promotional purposes. ADS Media will not present any such material in a manner derogatory to the Client. This limited license is royalty free, worldwide, perpetual and revocable but is limited to the uses specified in this paragraph.
    6. The Services do not normally include the collection or delivery of source files for individual components or elements included in the final video produced by ADS Media for the Client. If the Client requests delivery of those files, ADS Media reserves the right to condition delivery on the Client’s payment of ADS Media’s fees and expenses on a time and materials basis, which may include charges from ADS Media’s subcontractors. The Client’s use of any individual components or elements (e.g., stock photos, music…) may be subject to third party license restrictions. The Client acknowledges that its rights in any such individual components or elements will be subject to the third party license restrictions.
    7. In the event that Client refuses or otherwise fails to remit to ADS Media any portion of fees due hereunder or is otherwise in breach of this Agreement, no assignment or license of intellectual property rights shall occur and all intellectual property rights, including copyright and trademark rights in the producer material, Proprietary Technology and any work product arising from the provision of the Services hereunder shall remain vested in ADS Media as the original author of same.
  4. Security/Confidentiality
    ADS Media understands that some information for said media(s) may be of a confidential and/or sensitive nature. ADS Media agrees, at Client’s written request, to require, within reason, those engaged for the production to sign appropriate agreements not to discuss or disclose information about the product or the Specified Media(s) except as such disclosure that may be necessary for ADS Media to produce media(s) in the usual and customary manner under this Agreement.
  5. Independent Contractor
    It is understood that ADS Media’s status under this Agreement is that of an independent contractor and that all persons engaged by ADS Media in performing its obligations shall under no circumstances be deemed employees of Client.
  6. Non-Exclusivity of Services
    The Client acknowledges and agrees that the Services provided by ADS Media hereunder shall be provided on a non-exclusive basis and nothing herein shall be construed as prohibiting ADS Media from providing its services to third parties during the Term of this Agreement, provided however that ADS Media shall not do so in a manner that would impair ADS Media’s ability to perform the Services and deliver the Deliverables described in Addendum A – Production Specifications and Deliverables.
  7. Producer Warranties
    ADS Media represents and warrants:
    1. That ADS Media has full right to enter into this Agreement and to perform its obligation hereunder and will comply with all Federal, Provincial and Municipal Laws, ordinances and regulations and with all applicable union agreements to which ADS Media is a signatory.
    2. That ADS Media will use reasonable efforts to obtain all licenses, consents and rights necessary and incident to the performance, reproduction and exhibition of the Specified Media(s) with respect to materials, elements and services provided by ADS Media.
    3. That ADS Media shall use commercially reasonable efforts to perform the Services and that the Deliverables will function, operate and perform in accordance with the specifications and descriptions set out in Addendum A – Production Specifications and Deliverables hereto or as modified by the parties from time to time by mutual agreement.
  8. Client Warranties
    Contracting Client represents and warrants:
    1. Client shall pay ADS Media within 15 days of receiving the deliverables noted in Paragraph 1 of this Agreement. All talent union contracting forms (e.g. “Exhibit A’s”) and the filling of thereof with various union offices, in connection with such talent, is the direct responsibility of the Client.
  9. Delivery of Materials
    Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1 by ADS Media to Client and as outlined in Addendum A – Production Specifications and Deliverables.
  10. Limitation of Liability
    Client’s media, data, masters, tapes and materials are received, processed, used and stored by ADS Media solely at the Client’s risk. ADS Media shall not insure any Client’s materials while in the possession of ADS Media or while in transit. ADS Media will maintain in-house backups for the safety and security of media/content to the best of our ability. ADS Media shall not be liable for any lost profits or other damages caused by loss, damage, or destruction of any materials belonging to the Client or to any other person.
  11. Payment
    1. Client agrees to provide a deposit as outlined by the Payment Schedule and is required for all work initiation. Work will be billed against the deposit until used. Projects spanning over a two week period or more will be billed monthly or as stated on the agreed upon budget. Client will receive a detailed invoice monthly during their project which will provide for a running total. All changes requested by the client will be completed as requested and considered authorization for billing at that service cost’s rate. A minimum project management fee applies to all projects produced or managed by ADS Media.
    2. All billing shall be deducted from the deposit until depleted as which time the Client understands that the specified terms of payment under this Agreement are based upon timely payments within fifteen (15) days from the date of invoice. All work is accepted on a C.O.D. basis unless other arrangements have been made in writing in advance. If Client chooses to defer paying any amount beyond the date on which it is due, Client may be charged at the ADS Media’s discretion, as additional consideration, an amount equal to the current prime rate +2% on unpaid amounts until paid, compounded monthly.  The Client agrees to pay all costs and expenses, including: legal fees, incurred by ADS Media in connection with the collection of amounts owing to ADS Media. Any claims for adjustment in connection with an invoice must be presented to ADS Media in writing within ten (10) days from the date of invoice. The Client hereby waives any claim for adjustment in billing which is not timely presented according to the provisions of this paragraph. Projects will not be completed on schedule when payment schedule has not been met. All Production, Consulting, Editing and Studio Time must be paid in full prior to any changes or manufacturing of product for client. Ownership of the Specified Media(s) or licenses does not transfer until full payment has been made to ADS Media.
    3. All changes requested by the client will be completed as requested and considered authorization for billing at that service cost’s rate. A minimum project management fee applies to all projects produced or managed by ADS Media.
    4. GST, PST, HST and/or any other applicable taxes or duties will be added to the finished product unless Client provides certificates of exemption upon signing this Agreement. Shipping and communication expenses will be billed to Client as incurred.
  12. Indemnification
    1. ADS Media agrees to indemnify, defend and hold harmless the Client and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation of ADS Media in this Agreement.
    2. Contracting Client agrees to indemnify, defend and hold harmless ADS Media and its officers, employees, agents and licensees from and against any and all claims, actions, damages, liabilities and expenses, arising out of the breach of any obligation, warranty or representation of Contracting Client in this Agreement.
    3. Contracting Client further agrees to indemnify, defend and hold harmless ADS Media from and against any and all claims, actions, damages, liabilities and expenses, arising out of the production, distribution or exhibition of any media, masters, tapes or other works in connection with which ADS Media shall have furnished any goods or services, including without limitation in respect of any alleged infringement or unauthorized use or appropriation of any copyright or other right or interest in or to such masters, tapes or other works, any illegal libel or slander contained in or arising out of such masters, tapes or other works or any alleged violation of any law by such masters, tapes or other works or any of the contents thereof. ADS Media shall give the Client prompt written notice of any such suits, claims or demands and an opportunity to defend the same, at the sole expense of the Client, through counsel of the Client’s choice. ADS Media shall give the Client all information in its possession or under its control with reference to such suits, claims or demands and if the Client elects to defend the same, all reasonable assistance and cooperation in accordance with such defense.
  13. Tax Liability
    Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to Client(s) (other than sales tax arising from ADS Media’s purchases of materials or supplies in connection with the production) shall be the responsibility of Client who shall pay, defend and hold harmless ADS Media from payment of any such taxes.
  14. Assignment
    This Agreement may or may not by assigned by either party without the written consent of the other.
  15.  Insurance Coverage
    Client shall obtain, pay for and maintain Professional Liability (Errors and Omission Liability) insurance covering all intellectual property right infringement(s) that arise from any and all uses of the media. ADS Media will be notified in writing prior to signing this Agreement. Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no cost to ADS Media and name Producer and Director as a “named insured” on said policies prior to the commencement of preproduction. All Agency/Client supplied insurance will be deemed to be the primary coverage and issues on a non-contributory basis. Agency/Client Umbrella Liability limit will be $10,000,000. Client will be responsible for any additional insurance premiums resulting from the need to purchase special coverage not provided by the coverage and pay any and all deductibles associated with Client insurance program. Client will indemnify, defend and hold harmless ADS Media for any and all claims, demands, actions including defense costs and attorney’s fees for claims arising from the media(s) and the failure of the Agency/Client insurance program to be as broad as ADS Media’s coverage.
  16. Contingency and Weather Days
    1. A contingency day is any day where a scheduled media/film shooting has been prevented from occurring due to circumstances beyond the control of the production company.
    2. These circumstances may include but should not be limited to:
      1. Weather conditions (rain, fog, sleet, hail or any adverse condition that is not consistent with the prescribed shooting conditions desired by the Client).
      2. Injury, illness, absence of client-supplied elements (e.g. key talent, colour correct products).
      3. “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption, acts of war, strikes, labour unrests, civil authority, terrorism, and acts of God).
      4. “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is therefore authorizing the expenditure). The Client should be provided with a contingency day cost which should be approved prior to proceeding with that shoot day.
    3. ADS Media recognizes its obligation to attempt to minimize contingency day liabilities.
    4. ADS Media will quote the maximum exposure figure (a “not to exceed” figure) as a contingency day cost. This will be a cost per day figure. However, this figure does not include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on weekends, holidays or premium days based on consecutive employment).
  17.  Cancellation and Postponement
    A cancellation or postponement is defined as a rescheduling of the production to a later specific date caused or directed by Client or a total cancellation of the project. If ADS Media blocks out a specific period of time with the agreement that is represents a firm commitment from the Client, then ADS Media makes no further efforts to sell the time. If the job is canceled or postponed within the Guideline time frame, it is unlikely that this time can be re-booked. It should be understood that this time represents ADS Media’s only source of income.
    1. Cancellation and Postponement: Film or Digital Video Production: 
      1. If notice of cancellation/postponement is given to ADS Media ONE TO TEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to ADS Media for:
        1. All out-of-pocket costs.
        2. Full director’s fee as bid.
        3.  Full production fee on the job as bid.
      2. If notice of cancellation/postponement is given ELEVEN TO FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to ADS Media for:
        1. All out-of-pocket costs.
        2. Not less than 50% of director’s fee as bid.
        3. Not less than 50% of production fee on the job as bid.
      3. If notice of cancellation/postponement is given MORE THAN FIFTEEN WORKING DAYS prior to the commencement of the shoot, the Client will be liable to ADS Media for:
        1. All out-of-pocket costs.
        2. Not less than 25% of director’s fee as bid.
        3. Not less than 25% of production fee on the job as bid.
  18. Cancellation and Postponement: CGI or Animation Production, Music Production, Website Production and/or Audio Post-Production: 
    1. If notice of cancellation/postponement is given to ADS Media MORE THAN HALFWAY THROUGH the production schedule of the job, which is between the award or start date and the final delivery date, the Client will be liable to ADS Media for the full cost of the job as bid.
    2. If notice of cancellation/postponement is given IN THE SECOND QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to ADS Media for:
      1. All out-of-pocket costs, including expense of all staff and freelance labour attached to the project. This expense will include full payment through the original completion date of that labour is not re-booked by the company, or, in the case of the free-lance labour, not able to re-book itself on another project.
      2. Full creative fees as bid.
      3. Full production fee on the job as bid.
    3. If notice of cancellation/postponement is given IN THE FIRST QUARTER of the production schedule of the job, that is between the award or start date and the final delivery date, the Client will be liable to ADS Media for:
      1. All out-of-pocket costs, including expense of all staff and freelance labour attached to the project. This expense will include full payment through the original completion date of that labour is not re-booked by the company, or, in the case of the freelance labour, not able to re-book itself on another project.
      2. Not less than 50% of creative fee as bid.
      3. Not less than 50% of production fee on the job as bid.
  19. Publicity Guidelines
    Until notified in writing by Client, ADS Media has a revocable license to use finished media(s) for promotional purposes.
  20. Dispute Resolution
    The prevailing party in any legal action shall be entitled to attorney’s fees and costs in connection with the legal proceedings.
  21.  Entire Agreement and Modification
    The Agreement and any Addenda attached hereto shall constitute the entire agreement between ADS Media and Client. Any amendment hereto must be in writing and signed by each party.
  22. Captions
    The captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or of any provision hereof.
  23. No Waiver
    Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of those rights.
  24. Equal Opportunity
    In connection with its performance hereunder, ADS Media agrees not to discriminate against any client or talent applicant because of race, religion, sexual orientation, colour, sec, national origin, age, disability, or any other factor protected by federal, provincial or municipal law.
  25. Applicable Law
    This Agreement shall be interpreted and governed by the local laws of the jurisdiction where ADS Media office authorizing this Agreement is located as set forth on Page 1 of this Agreement.