1. Services and Scope of Work

• Definition: Noir Media agrees to provide video editing and content creation services as defined in the specific Project Proposal or Invoice.
• Out of Scope: Any work requested outside the original brief will be treated as a “Change Order” and may incur additional fees.

2. Payment and Fees

• Deposit: A non-refundable deposit of [X]% is required before work commences.
• Milestones: Final delivery of files will occur only after the remaining [X]% balance is paid in full.
• Late Fees: Payments delayed by more than [X] days will incur a late fee of [X]% per month.

3. Revisions and Feedback

• Revision Limit: Each project includes up to [Number, e.g., 2] rounds of minor revisions.
• Definition of Revision: Revisions include minor timing adjustments or text changes. They do not include a change in the original creative direction or a full re-edit.
• Final Approval: Once the final version is approved, any further changes will be billed at an hourly rate.

4. Intellectual Property (IP)

• Ownership of Final Product: Upon full payment, the client owns the rights to the final exported video files for the intended use.
• Raw Assets: Noir Media retains ownership of all project files, raw footage, and working assets unless otherwise agreed upon in writing.
• Portfolio Rights: Noir Media reserves the right to use portions of the final product for promotional and portfolio purposes, unless a Non-Disclosure Agreement is in place.

5. Client Responsibilities

• Asset Delivery: The client must provide all necessary footage, logos, and music in a timely manner. Delays may extend the delivery timeline.
• Copyright Indemnity: The client warrants ownership of all provided materials and agrees to indemnify Noir Media against any copyright-related legal claims.

6. Termination and Cancellation

• Kill Fee: If the project is canceled after work has begun, the client is liable for a kill fee proportional to work completed, in addition to the non-refundable deposit.
• Termination for Cause: Either party may terminate this agreement if the other party breaches a material term.

7. Limitation of Liability

Noir Media shall not be liable for any indirect, incidental, or consequential damages, including loss of profits, arising from the use of the final content.