Master Freelance Videography & IP Assignment Agreement

1.1 Definitions. “Channel” means the YouTube channel known as “Street Food Tourists” (@StreetFoodTourists) and any successor channel, account or platform operated by Client under that brand.“Project” means a single engagement for the production of Deliverables, confirmed by a Statement of Work.“Statement of Work” or “SOW” has the meaning given in Section 2.2.“Deliverables” means all work product of every kind created, recorded, photographed, captured or performed by Contractor for Client under or in connection with a Project, including without limitation Raw Files, video, audio, stills, graphics, titles, music and sound added by Contractor, edits, exports, project files, and all drafts, outtakes, alternates, B-roll, unused takes and other material, whether or not delivered to Client.“Raw Files” means unedited camera originals and audio originals in every format, codec, resolution and container.“Channel Standards” means Client’s written technical, editorial and storytelling requirements, including Schedule C, as updated under Section 21.“Written Acceptance” means Client’s written confirmation that a Deliverable conforms to the applicable SOW and the Channel Standards, given by email, by Telegram message from Client’s account of record, or through the dashboard.“Applicable Law” means, as between the Parties, the laws of the State of California and applicable United States federal law.

1.2 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” “Written” includes email, Telegram message from an account of record, and dashboard record. References to Sections and Schedules are to sections of and schedules to this Agreement.

2.1 Recurring Services. Contractor shall provide videography, camera operation, location coordination, editing and related production services to Client on a recurring, project-by-project basis.

2.2 Statements of Work. Each Project shall be confirmed in writing. A written confirmation is a “Statement of Work” if it states at minimum: (a) the date(s) and location(s); (b) Contractor’s role; (c) the Deliverable; (d) the fee; and (e) the delivery deadline. A message sent to Contractor’s Telegram account of record from Client’s Telegram account of record, or a task assigned to Contractor through the dashboard, constitutes a written Statement of Work and satisfies this Section 2.2.

2.3 Roles. The three roles and their scope and rates are set out in Schedule A (Cameraman, Assistant / Location Coordinator, Editor). A Contractor engaged in more than one role is paid the applicable Schedule A rate for each.

2.4 Order of Precedence. In the event of a conflict the order of precedence is: (a) the body of this Agreement; (b) the applicable SOW; (c) the Channel Standards and Schedule C. No SOW and no Channel Standard modifies Sections 4, 5, 11, 12, 13, 15, 16, 17, 18 or 26 unless it expressly identifies the Section it amends and is signed by both Parties under Section 21.2.

3.1 Contractor is an independent contractor and not an employee, worker, agent, partner, joint venturer or representative of Client. Nothing in this Agreement creates an employment, partnership, agency or joint-venture relationship, and neither Party may bind the other or hold itself out as authorised to do so.

3.2 Contractor retains sole control over the manner and means of performing the services, subject to the applicable SOW, the Channel Standards and the delivery deadlines.

3.3 Contractor provides its own equipment, tools, software, transport and insurance, and is solely responsible for its own taxes, permits, licences and statutory contributions.

3.4 Contractor is not entitled to any salary, overtime, paid leave, severance, pension, workers’ compensation, unemployment insurance, health coverage or any other benefit from Client, whether under the California Labor Code, the federal Fair Labor Standards Act, or otherwise. The Parties intend that the relationship be and remain that of client and independent contractor in a civil contract for services.

3.5 Contractor may perform services for others, subject only to Section 12.

4.1 Work Made for Hire. The Parties intend that all Deliverables be and constitute “works made for hire” for Client within the meaning of 17 U.S.C. § 101, specifically as specially ordered and commissioned works for use as contributions to collective works and as parts of audiovisual works. All Deliverables are produced at the direction, instruction and for the benefit of Client. To the fullest extent permitted by law, Client is deemed the sole author and sole owner of the Deliverables from the moment of their creation.

4.2 Present Irrevocable Assignment. To the extent any Deliverable does not qualify as a work made for hire, Contractor hereby irrevocably assigns, grants and transfers to Client all right, title and interest in and to the Deliverables, including all copyrights, all other intellectual property and industrial property rights, and all rights of action, throughout the world and in perpetuity, in all media and formats now known or hereafter devised. This is a present assignment of title and not merely a promise to assign.

4.3 ★ Assignment of Accrued and Future Claims. Without limiting Section 4.2, Contractor hereby irrevocably assigns, grants and transfers to Client all accrued, existing and future claims and causes of action of any kind arising out of or relating to the Deliverables, including all claims for infringement of copyright, trademark, publicity rights, privacy or any other right, whether arising before, on or after the date of this Agreement or the creation of the applicable Deliverable, together with the exclusive right to bring, prosecute, defend, settle and compromise any such claim in Client’s own name and to collect and retain all damages, profits, statutory damages, enhanced damages, costs and attorneys’ fees in respect of it. Contractor acknowledges that the right to sue for past infringement would not otherwise pass with the copyright and that this express assignment is a material term of this Agreement.

4.4 Exclusive Rights; No Contractor Use. Client is the sole and exclusive owner of the Deliverables. Contractor has no right to licence, sell, rent, distribute, publish, publicly perform, publicly display, assign, pledge, encumber, sublicense or otherwise transfer any Deliverable or any interest in it to any third party, including stock-footage services, social media platforms, other channels, broadcasters or publishers, and has no right to use the Deliverables except as expressly permitted by Section 5.2.

4.5 Moral Rights. To the fullest extent permitted by Applicable Law, Contractor irrevocably waives, and agrees not to assert against Client or any of Client’s licensees, successors or assigns, any moral right, droit moral, right of attribution or right of integrity or paternity in the Deliverables, including any right to object to any modification, distortion, cropping, re-editing, re-ordering, dubbing, subtitling, adaptation or other exploitation. Where a waiver is not effective, Contractor grants Client an exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to exercise those rights, and agrees not to enforce them against Client or its licensees.

4.6 ★ Registration and Enforcement. Client may register the Deliverables with the United States Copyright Office and with any other copyright or intellectual-property authority, in Client’s own name as sole author and claimant, and may enforce, prosecute, settle and dispose of any claim in its own name. Contractor shall not oppose, object to, interfere with or challenge any such registration, recordal or enforcement, and shall not file any application or recordal in respect of any Deliverable in its own name.

4.7 ★ Further Assurances; Power of Attorney. (a) At Client’s request and at Client’s reasonable cost, Contractor shall promptly execute and deliver all documents and do all acts reasonably necessary to perfect, evidence, register, record or enforce Client’s rights under this Section 4, including confirmations of assignment, declarations, sworn statements, takedown notices and evidence for enforcement proceedings. (b) If Contractor fails to do so within five (5) business days of Client’s written request, Contractor hereby irrevocably constitutes and appoints Client as Contractor’s true and lawful agent and attorney-in-fact, with full power of substitution, in Contractor’s name, place and stead, to execute and deliver any such document and to take any such act. This power of attorney is coupled with an interest, is irrevocable, and survives the termination of this Agreement.

4.8 Pre-Existing and Third-Party Material. If Contractor incorporates any pre-existing material owned by Contractor into the Deliverables, Contractor shall identify it in the applicable SOW and hereby grants Client an exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify, distribute, publicly display, publicly perform and otherwise exploit that material as part of the Deliverables. Contractor shall not incorporate any third-party material into the Deliverables without Client’s prior written consent and a written licence or release, in favour of Client and capable of being transferred and sublicensed, from the owner of that material.

4.9 Scope of Sections 4.1 to 4.3. Sections 4.1 to 4.3 apply to every Raw File, audio original, draft, outtake, alternate take, B-roll item, unused take, still, graphic, project file and export, whether or not delivered to Client and whether or not used in a published video.

5.1 No Unauthorized Publication. Contractor shall not publish, upload, distribute, screen, stream, exhibit, sell, license or share any portion of the Deliverables or Raw Files — including any raw clip, outtake, behind-the-scenes material, still, screenshot or audio excerpt — on YouTube, Instagram, TikTok, Telegram, or any other public or private platform, medium, database or to any person, without Client’s prior express written consent.

5.2 Permitted Portfolio Use. After a Deliverable has been publicly released on the Channel, Contractor may use short excerpts taken solely from the publicly released final cut — never Raw Files, never outtakes, never behind-the-scenes material, never unreleased material — solely in a professional portfolio or demo reel for Contractor’s own self-promotion, on a strictly non-monetized basis, and with credit to the Channel where Client requests it. Contractor shall not present the excerpts in a way that suggests authorship of the underlying work or sponsorship by Client beyond the credit.

5.3 Revocation. The permission in Section 5.2 is revocable at any time on written notice and terminates automatically and without notice upon any breach of this Agreement.

6.1 Delivery Channels. Deliverables and Raw Files shall be delivered only through the channels Client specifies. The current channels are Google Drive and NordLocker. All delivery links and access credentials are confidential and subject to Section 13.

6.2 No Sharing. Contractor shall not share any delivery link, upload location or access credential with any third party, and shall not grant access to any person other than Client and Client’s authorised personnel.

6.3 Deletion. Within fourteen (14) days after Client’s Written Acceptance of a Deliverable, or, where the Deliverable is rejected and the single cure opportunity under Section 7.3 is not taken or does not cure, within fourteen (14) days after Client’s written rejection notice, Contractor shall permanently delete all local, removable and cloud-hosted copies of the Raw Files and the Deliverables, including all backups, caches, exports and duplicates.

6.4 Carve-outs. Section 6.3 does not require the deletion of (a) copies retained before Client’s Written Acceptance or the applicable rejection notice, and (b) one low-resolution copy of the publicly released final cut retained solely for the permitted portfolio use under Section 5.2. No other retention is permitted.

6.5 Certification. On Client’s written request, Contractor shall certify deletion under this Section 6 in writing within seven (7) days.

7.1 Channel Standards. Contractor shall perform the services to the Channel Standards, including the technical, equipment and storytelling requirements in Schedule C.

7.2 Acceptance Criteria. Client shall assess each Deliverable against the applicable SOW and the Channel Standards. Those are the sole acceptance criteria.

7.3 Rejection and One Cure Opportunity. If a Deliverable does not conform, Client shall give written notice identifying the specific non-conformities with reasonable particularity, and Contractor shall have one (1) opportunity to re-shoot or re-perform the non-conforming part at no additional charge. Client shall bear any incremental location or coordination cost it introduces for the re-shoot.

7.4 Effect of Non-Performance. If, after that single cure opportunity, the Deliverable still does not conform to the applicable SOW and the Channel Standards, the Deliverable is deemed not performed and no fee is payable in respect of that Deliverable. The Parties agree that this is a remedy for non-performance of the contracted-for result and is not a reduction of, or a condition upon, any fee for services that have been performed to specification.

7.5 Response Window and Deemed Acceptance. Client shall use reasonable efforts to give Written Acceptance or a rejection notice within five (5) business days after delivery. If Client gives neither within ten (10) business days after delivery, the Deliverable is deemed accepted and the payment obligation in Section 8.3 is triggered as at the tenth business day.

8.1 Fees; Itemization. Contractor shall be paid the fees set out in the applicable SOW and Schedule A. Schedule A itemizes the value of each component of a standard Project fee and the rates for each role. Schedule A is the itemized statement of services and their value required by California Labor Code § 2781 and is incorporated into every SOW.

8.2 Method of Compensation. All fees are payable in USDT (Tether), issued on the BNB Smart Chain (BEP-20), to a wallet address Contractor supplies to Client in writing (the “Wallet Address”). Contractor is solely responsible for the accuracy of the Wallet Address and for the security and control of the wallet. Payment sent to the Wallet Address constitutes full and final payment. Digital-asset price volatility is Contractor’s risk: the fee is denominated and settled in the USDT amount specified, and Client has no obligation to make up exchange-rate or network-fee fluctuations.

8.3 Payment Trigger and Timing. Client shall pay each undisputed fee on the same day as Written Acceptance of the applicable Deliverable and shall use best efforts to settle within a few hours of acceptance. In any event, payment shall be made no later than thirty (30) days after the earlier of (i) Written Acceptance and (ii) the date the Deliverable is deemed accepted under Section 7.5.

8.4 Invoices. Contractor may submit an invoice for records purposes within fourteen (14) days after delivery. An invoice is a records formality only and does not create, delay, condition or extend the payment obligation in Section 8.3. Failure to submit an invoice does not waive Contractor’s right to payment. For the avoidance of doubt, the deadline for submission of a list of services rendered or an invoice is fourteen (14) days after delivery of the applicable Deliverable.

8.5 ★ No Fee-Shaving. Once a Project has commenced, Client shall not require Contractor to accept compensation lower than the fee stated in the applicable SOW, and shall not condition timely payment on Contractor’s agreement to accept less. Nothing in Sections 7.3 or 7.4 limits this Section 8.5.

8.6 Expenses and Taxes. Contractor bears all of its own expenses. Contractor is solely responsible for all taxes, duties and statutory contributions arising from fees paid under this Agreement.

8.7 Ad-Share Vault. In addition to the fees, Contractor may accrue and be paid ad-share amounts under Section 9 and Schedule B.

9.1 Qualifying Videos. For each Deliverable that is published on the Channel and exceeds fifty thousand (50,000) views, Contractor accrues an ad-share amount calculated by Client from that video’s advertising and related revenue under Client’s then-current ad-share formula (a “Qualifying Video”).

9.2 Vault. Accrued ad-share amounts are recorded in a personal vault for Contractor (the “Vault”). Contractor’s live monthly views, recorded-video count and Vault balance are visible in the “My Payments” area of the dashboard.

9.3 Unlock Conditions. Amounts in the Vault unlock and are payable in accordance with Client’s then-current ad-share program (the “Ad-Share Program”). The Ad-Share Program sets out the monthly conditions on which any portion of the Vault becomes payable — including any monthly view targets, recording-delivery requirements and the corresponding unlock percentages — and is communicated to Contractor through the dashboard (the “My Payments” area) or in written notice from time to time. Contractor’s progress against the Ad-Share Program for any calendar month determines the portion of the Vault, if any, unlocked for that month.

9.4 Vault Balances Never Expire. A balance that remains locked carries forward and is not forfeited, reduced or expired for any reason. If a calendar month does not satisfy the unlock conditions of the Ad-Share Program, the balance simply waits and unlocks in a later month in which they are satisfied. Publishing delays that are not attributable to Contractor do not delay or reduce Contractor’s accrual or unlock rights: what counts is the recording and delivery of the footage, not the publish date.

9.5 Settlement. Unlocked amounts are settled monthly and paid under Section 8.2.

9.6 Changes to the Formula. Client may modify the ad-share formula and the Ad-Share Program under Section 21.1. A modification does not reduce amounts already accrued to the Vault before its effective date.

10.1 Contractor shall treat restaurant owners, staff, customers and all persons encountered in the course of a Project with courtesy and respect, and shall not harass, discriminate against, threaten or exploit any person.

10.2 Contractor shall represent the Channel honestly and shall not make commitments, promises or statements binding Client or the Channel to any third party.

10.3 Contractor shall not procure or participate in any artificial inflation of views, likes, comments, watch time or other engagement, including through bots, click farms, purchased engagement or coordinated inauthentic behaviour.

10.4 Contractor is solely responsible for its own health and safety, equipment, insurance and for compliance with any filming permit, signage or access requirement at each location.

11.1 Before filming, Contractor shall obtain all location permissions, owners’ consents and, to the extent required by Applicable Law, personal releases or consents from identifiable individuals appearing in the footage, and shall not film where permission has been refused or withdrawn.

11.2 Indemnity. Contractor shall defend, indemnify and hold harmless Client and Client’s successors and assigns from and against any and all claims, actions, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach of this Agreement by Contractor; (b) the Deliverables, including any claim of copyright, trademark, publicity-right, privacy, moral-right or other infringement or misappropriation arising from any music, graphic, likeness, personal detail or other material added or made available by Contractor; (c) any claim by a third party that its rights were affected by any purported sale, licence, pledge or other transfer of a Deliverable or Raw File by Contractor, or by any approach described in Section 16.2; and (d) Contractor’s acts or omissions at any location or in connection with any Project.

12.1 During the term of this Agreement and for three (3) months after its termination, Contractor shall not, without Client’s prior written disclosure and consent, film, record, edit, direct or otherwise produce video content for any channel, account, publication or business that competes with the Channel in the authentic, traditional or street-food culture genre within the same cities in which Contractor has performed Projects for Client in the preceding twelve (12) months.

12.2 Other Work Permitted. Nothing in this Section 12 restricts Contractor from performing services for any other person or business — including other production, camera, editing or coordination work — that does not fall within Section 12.1. Contractor remains free to accept other engagements and to work around other employment.

12.3 Contractor shall promptly disclose in writing any actual or potential conflict of interest arising in connection with a Project.

13.1 “Confidential Information” means all non-public information relating to Client, the Channel or a Project, including fees and payment terms, the ad-share formula and Vault balances, production and editing methods, briefs and unreleased material, restaurant and location lists and contacts, the identity and terms of engagement of other crew members, audience, revenue and financial figures, credentials and access details, and the existence and terms of this Agreement.

13.2 Contractor shall keep Confidential Information strictly confidential, shall use it solely for the purpose of performing a Project, and shall not disclose it to any third party without Client’s prior written consent.

13.3 This Section 13 survives the termination of this Agreement indefinitely.

14.1 Where Client grants Contractor access to any account, dashboard, storage, upload facility or tool of Client or the Channel, that access is limited to what is strictly necessary to perform Contractor’s assigned tasks, is personal to Contractor, and may not be shared, transferred, delegated or used for any other purpose.

14.2 Contractor shall keep all credentials confidential, shall notify Client immediately of any suspected compromise, and shall surrender or destroy all credentials and cease all access on the termination of this Agreement or on Client’s request.

14.3 Where a Project includes an upload or delivery component, Contractor shall complete it only through the channels Client specifies and only in respect of the assigned Deliverable.

15.1 Contractor represents and warrants that: (a) Contractor has full power and authority to enter into and perform this Agreement and is at least eighteen (18) years of age and legally competent; (b) the Deliverables are original to Contractor except for material identified under Section 4.8; (c) the Deliverables and any material added by Contractor do not infringe or misappropriate any copyright, trademark, publicity right, privacy right, moral right or other right of any person; (d) Contractor holds and will maintain all licences, releases and consents required under Section 11 and Section 4.8, and is capable of transferring or sub-licensing them to Client; (e) no Deliverable or Raw File is or will be subject to any lien, encumbrance, prior assignment, licence or other interest; and (f) Contractor has not made and will not make any sale, licence, pledge, offer or other transfer in breach of Section 16.1.

16.1 ★ Void Transfer. Any purported sale, licence, assignment, pledge, mortgage, offer, promise or other transfer by Contractor of any Deliverable or Raw File, or of any interest in them, is void ab initio and of no effect whatsoever, and does not bind Client or any subsequent acquirer from Client. Contractor acknowledges that the rights assigned under Section 4 leave Contractor with nothing capable of being transferred.

16.2 ★ Notification. If any person approaches Contractor to buy, license, acquire, commission, or to use any Deliverable or Raw File in any way, or if Contractor becomes aware of any actual or suspected unauthorised use, publication or distribution of any Deliverable or Raw File, Contractor shall notify Client in writing within twenty-four (24) hours, shall not negotiate with or respond substantively to that person, shall not accept anything of value, and shall provide Client with all information about the approach and the person.

16.3 ★ Takedown and Enforcement Assistance. At Client’s request, Contractor shall at Contractor’s own cost promptly provide information, sign declarations and sworn statements, execute documents, and otherwise cooperate in good faith with any takedown notice (including under 17 U.S.C. § 512), counter-notice response, complaint, submission, or enforcement or defence proceeding relating to any Deliverable or Raw File. Where that assistance is materially burdensome (taking more than four (4) hours in aggregate), Client shall pay Contractor a reasonable daily stipend agreed in advance in writing.

16.4 Irreparable Harm. The Parties agree that a breach of Sections 4, 5, 13 or 16 would cause Client irreparable harm for which monetary damages would be an inadequate remedy. Client is entitled to seek injunctive relief, temporary restraining orders and specific performance without the necessity of posting a bond or proving actual damage, in addition to any other remedy available at law or in equity.

17.1 Agreed Amounts. The Parties agree that the harm caused by the breaches below would be difficult or impossible to determine with certainty, and that the following amounts are a reasonable forecast of just compensation for the anticipated and probable harm, and are not a penalty, having regard to the circumstances existing at the date of this Agreement (see Cal. Civ. Code § 1671(b)): (a) publication, sale, licence, pledge, offer or other unauthorised transfer or disclosure of any Raw File or Deliverable, or breach of Section 5.1 or Section 16.1: twenty (20) times the fee for the Project to which the material relates (USD $700.00 for a standard Project at USD $35.00); (b) breach of Section 13 (Confidentiality): ten (10) times that Project fee (USD $350.00 at the standard rate); (c) breach of Section 12 (Non-Competition and Conflicts of Interest): five (5) times that Project fee (USD $175.00 at the standard rate).

17.2 Cumulative and Non-Exclusive. Client may recover liquidated damages without the necessity of proving actual damage. Liquidated damages are in addition to, and do not limit or replace, Client’s right to seek and recover actual damages (including in excess of the liquidated amount), injunctive and other equitable relief, indemnity under Section 11, and any other remedy available at law or in equity. Where more than one category in Section 17.1 applies, the amounts are cumulative.

18.1 Client’s total aggregate liability arising out of or relating to this Agreement is limited to the unpaid fee for the Project to which the claim relates.

18.2 Client is not liable for any indirect, incidental, consequential, special, exemplary or punitive damages, or for lost profits, lost opportunity or loss of goodwill, whether in contract, tort or otherwise, even if advised of the possibility.

18.3 Nothing in this Agreement limits either Party’s liability for fraud or wilful misconduct, or for any liability that cannot be limited or excluded under Applicable Law.

19.1 Term. This Agreement takes effect on the Effective Date and continues in respect of all future Projects until terminated under this Section 19.

19.2 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, on seven (7) days’ written notice to the other.

19.3 Immediate Termination by Client. Client may terminate this Agreement with immediate effect on written notice if Contractor: (a) repeatedly fails to meet the Channel Standards after the cure opportunity in Section 7.3; (b) breaches Section 4, 5, 13, 15 or 16; (c) fails to appear for a confirmed shoot without reasonable notice; (d) engages in harassment or serious misconduct under Section 10.1; or (e) engages in engagement manipulation under Section 10.3.

19.4 Effect of Termination. On termination, Client shall pay the fees for all Deliverables that received or are deemed to have received Written Acceptance before the effective date of termination. Sections 4, 5, 11, 13, 15, 16, 17, 18, 22, 23, 25 and 26 survive termination indefinitely; Section 12 survives for the period stated in Section 12.1.

20.1 Neither Party is liable for any failure or delay in performing its obligations (other than a payment obligation) caused by an event beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, act of government, sanctions, failure of public utilities or telecommunications, or sustained internet or power outage. The affected Party shall notify the other promptly and use reasonable efforts to mitigate the effect.

21.1 Client Updates. Client may update Schedule A (rates and role scope), Schedule B (the Ad-Share Program), Schedule C (Channel Standards) and other non-material terms of this Agreement on thirty (30) days’ written notice to Contractor’s account of record. Continued performance of a Project commencing after the effective date of the change constitutes acceptance of the change. A change does not reduce amounts already accrued to the Vault or fees for Projects already confirmed before its effective date.

21.2 Protected Sections. No amendment of Sections 4, 5, 11, 12, 13, 15, 16, 17, 18 or 26 is effective unless in writing and signed by both Parties.

22.1 If any provision of this Agreement is held invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be modified, severed. The remainder of this Agreement continues in full force and the Parties shall negotiate in good faith a replacement provision that achieves the original intent.

23.1 This Agreement, together with its Schedules and Annexes and each SOW, is the entire agreement between the Parties on its subject matter and supersedes all prior and contemporaneous discussions, representations, promises and agreements, whether written or oral and including all Telegram, WhatsApp, email and other messages, other than a SOW and except for fraud.

23.2 Each SOW and each Schedule and Annex is incorporated into and forms part of this Agreement.

24.1 Each Party shall comply with Applicable Law relating to personal data. Client may process Contractor’s name, contact details (including Telegram account and email), address, Wallet Address, tax identifiers and the record of this Agreement and its performance for the purpose of performing this Agreement, paying fees, keeping business and tax records, and enforcing Client’s rights.

24.2 Contractor shall process any personal data encountered in the course of a Project, including the personal details of restaurant staff and customers, solely for the purpose of performing that Project, and shall not retain or disclose it except as required to perform the Project or comply with law. Contractor shall delete such personal data under Section 6.3.

25.1 This Agreement may be executed electronically. Electronic signatures are valid, binding and enforceable under the federal Electronic Signatures in Global and National Commerce Act and the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.5 et seq.), and constitute a signed writing within the meaning of 17 U.S.C. § 204(a) sufficient to transfer copyright ownership.

25.2 The Parties agree not to deny the legal effect, validity or enforceability of this Agreement, or of any electronic signature or electronic record of acceptance relating to it, on the ground that it is in electronic form or was signed electronically.

25.3 The Parties consent to the recording and retention of the version, cryptographic content hash, timestamp, network address and signature attribution relating to their acceptance, and agree that those records are admissible as evidence of the contents and acceptance of this Agreement.

26.1 Governing Law. This Agreement and any dispute arising out of or relating to it are governed by the laws of the State of California and applicable United States federal law, without regard to conflict-of-laws principles.

26.2 Forum. The Parties submit to the exclusive jurisdiction of the state and federal courts located in Orange County, California. The Parties acknowledge that claims arising under the United States copyright laws are within the exclusive jurisdiction of the federal courts under 28 U.S.C. § 1338, and that the federal courts located in the Central District of California are the competent federal forum.

26.3 Waiver of Forum Objections. Each Party irrevocably waives any objection to the laying of venue in those courts, any claim of inconvenient forum (forum non conveniens), and any claim that a proceeding has been brought in an inconvenient forum.

26.4 ★ Service of Process. Contractor consents to service of process by email to Contractor’s address of record and by Telegram message to Contractor’s account of record, and agrees that such service is valid, binding and sufficient service of process upon it as effectively as personal service. Contractor shall notify Client of any change to that email address or Telegram account within seven (7) days.

26.5 Attorneys’ Fees. In any action or proceeding to enforce this Agreement, the prevailing Party is entitled to recover its reasonable attorneys’ fees and costs (see Cal. Civ. Code § 1717).

27.1 Notices. Notices under this Agreement shall be given by email and by Telegram message to the Parties’ accounts of record and are effective on receipt.

27.2 Assignment. Contractor may not assign or subcontract this Agreement or any right or obligation under it without Client’s prior written consent. Client may assign this Agreement in whole or in part to any affiliate, successor or acquirer of the Channel or of Client’s interest in the Deliverables.

27.3 No Waiver. No failure or delay in exercising a right operates as a waiver of it. A waiver is effective only in writing and only for the instance given.

27.4 Counterparts. This Agreement may be executed in counterparts, including electronic counterparts, each of which is an original and all of which together constitute one instrument.

27.5 Survival and Further Assurance. Sections 4.7 and 25.3 survive indefinitely. The Parties shall execute further documents and take further steps reasonably necessary to give effect to this Agreement.

C.1 Technical. Capture in 4K. Camera movement must be smooth and deliberate. No exaggerated zoom or punch-ins. Use ambient location audio; do not substitute music or overdubs for the sounds of the place. Deliver a minimum of two (2) hours of raw material per standard Project. Deliver Raw Files and exports only via Google Drive or NordLocker.

C.2 Approved cameras. The minimum required camera is DJI Osmo Pocket 3. DJI Osmo Pocket 4 / 4P is preferred. Approved alternatives are Insta360 Luna Ultra or Luna Pro. Only these listed cameras may be used. Mobile phones and DSLR cameras are not permitted, including when used with a gimbal, separate lens or external microphone.

C.3 Storytelling coverage. Filming begins at the moment the venue’s work begins — not before and not after. Capture both the exterior and the interior of the location. Capture the full preparation and start of cooking, from the cook’s first movement. Capture the social and cultural interactions of the people there; they are part of the story. Capture the serving and eating of the food along with the crowd and the life of the place. The first five seconds must work as an irresistible visual and audio hook.

C.4 Editor and Assistant scope. An Editor’s Deliverable includes the finished edit and all project files, and any music, graphic or title added must satisfy Section 4.8. An Assistant / Location Coordinator’s Deliverable is confirmed locations, scheduling and coordination records for the assigned Project.