Assignment Desk Vendor MSA

Assignment Desk (AD) is a video production services company that engages independent video production professionals including camera operators, sound operators, and other skilled crew members ("CREW") on a project-by-project basis. CREW are independent contractors engaged by AD to perform specific assignments. AD maintains its own client relationships and engages CREW to fulfill production requirements as needed. AD serves as a payment processor and administrative service provider, facilitating 1099 payroll processing for CREW in connection with completed assignments.

CREW is an independent contractor and is not an employee, agent, or representative of AD or its clients for any purpose. Nothing in this Agreement creates an employment relationship, joint venture, or partnership between AD and CREW. CREW retains the right to perform services for other companies, including AD's competitors, at any time during the term of this Agreement. CREW shall determine the manner and means of performing services, including the methods, techniques, sequences, and procedures employed. AD and its clients may specify the desired deliverables and project requirements, but shall not direct or control the process by which CREW achieves those results. CREW provides their own tools, equipment, and materials necessary for performance of services, unless otherwise agreed in writing for a specific assignment. CREW operates as an independent business and bears the risk of profit or loss from each engagement. CREW's compensation is based on project-based or day-rate pricing and is not guaranteed beyond the scope of each individual assignment. CREW retains the right to decline any assignment prior to confirmation. CREW is under no obligation to accept any particular assignment offered by AD.

AD and CREW will agree on a rate for services prior to booking each assignment. CREW's compensation rate is negotiated on a per-assignment basis.

Mileage is billed at the Federal mileage rate in effect at the time of booking, per mile in excess of 50 miles (the first 50 miles are considered local and non-billable). Parking, tolls, taxes, and shipping are additional and require receipts.

AD may request that CREW indicate availability for prospective assignments. CREW may hold or release any requested dates at their sole discretion. If CREW's availability changes for a date previously indicated as available, CREW is encouraged to update AD promptly as a professional courtesy.

AD requests that all clients pay a cancellation fee: 50% of estimated costs with 24–48 hours' notice, and 100% with less than 24 hours' notice. CREW will be compensated in accordance with the applicable cancellation fee collected.

Following completion of each assignment, CREW should submit an invoice or bill confirmation within 48 hours. Prompt invoicing enables AD to invoice its clients quickly and remit payment to CREW sooner. If CREW does not submit an invoice within 48 hours of assignment completion, AD will invoice its client based on the rates agreed upon prior to the assignment, and CREW's compensation will be calculated accordingly. Invoices submitted after this period will be honored for any approved variances from the pre-agreed scope (additional hours, approved expenses, etc.) subject to client approval. CREW may submit invoices through AD's platform, by email, or by any other written communication. AD's platform provides automated reminders to assist CREW with timely invoicing. CREW is encouraged to report any on-set incidents, injuries, equipment issues, or safety concerns to AD promptly. If CREW is aware of any such issues at the time of invoice submission, CREW should note them on the invoice.

CREW's payment is contingent upon AD's receipt of payment from AD's client. AD does not guarantee payment to CREW until AD has been paid for the corresponding assignment. Following receipt of client payment, AD will process CREW's payment in the next scheduled billing cycle. For planning purposes, CREW should expect the following payment timeline: AD's client payment terms are generally Net 30 from invoice date, followed by processing in AD's next billing cycle. As a result, CREW should anticipate payment approximately 30–60 days following assignment completion, depending on client payment timing. AD will provide payment status visibility through AD's platform. Payment will be remitted via the method agreed upon between AD and CREW (e.g., direct deposit, check, or electronic transfer). AD is not responsible for delays in client payment but will make commercially reasonable efforts to collect from clients promptly.

In the event of a client chargeback, refund, or damage claim attributable to CREW's performance, AD will notify CREW in writing with supporting documentation. CREW agrees to cooperate in good faith to resolve such claims. AD reserves the right to seek reimbursement from CREW for substantiated claims. Disputed amounts may be resolved through the dispute resolution process described in this Agreement.

AD engages CREW based on CREW's individual skills, qualifications, experience, and portfolio. Client assignments are typically awarded to specific CREW members based on client preference and project requirements. CREW retains the right to decline any assignment prior to confirmation. Once an assignment is confirmed, the client expects the confirmed CREW member to perform the services. If CREW is unable to fulfill a confirmed assignment for any reason, CREW must notify AD as soon as practicable so that AD can arrange appropriate coverage for the client. CREW may recommend qualified colleagues as potential alternatives for assignments CREW is unable to accept. AD retains sole discretion over which professionals are engaged for client assignments.

CREW acknowledges that AD's client relationships are proprietary business assets developed through AD's investment in sales, marketing, and client management. If CREW is contacted directly by, or seeks to provide services directly to, any client for whom CREW has performed services exclusively through AD, within 12 months from the date of CREW's last completed assignment for that client through AD, CREW agrees to: (a) Promptly notify AD of the contact or opportunity; and (b) Direct the client to AD to facilitate any booking. CREW shall not directly solicit, accept engagement from, or receive payment from any such client during the restricted period without AD's prior written consent. This provision does not apply to any client with whom CREW had a documented pre-existing professional relationship prior to performing services for that client through AD. CREW may establish a pre-existing relationship by providing documentation (such as a prior invoice or contract) at the time of booking. If CREW violates this provision, CREW agrees to pay AD a referral fee equal to 25% of the gross revenue earned from the client during the restricted period, as liquidated damages representing AD's lost margin. This referral fee represents a reasonable estimate of AD's damages and is not a penalty.

CREW is responsible for the payment of all Federal, State, and local taxes, and for securing and maintaining all necessary insurance, including but not limited to general liability, professional liability, workers' compensation (where required by law), and equipment coverage. If CREW cannot provide proof of adequate insurance prior to an assignment, AD reserves the right to decline the assignment or to require CREW to obtain appropriate coverage through a third-party insurance provider at CREW's expense prior to the assignment start date. AD can provide referrals to insurance providers upon request. CREW agrees to indemnify and hold harmless AD, its clients, and affiliates from and against any and all claims, damages, liabilities, costs, or expenses (including reasonable legal fees) arising from services performed by CREW.

CREW acknowledges that AD's client relationships, client billing rates, fee structures, and profit margins constitute confidential and proprietary business information of AD. CREW shall not seek to obtain or disclose such information. This restriction does not apply to CREW's own compensation rates, which CREW may discuss freely. Vendor agrees not to use the name, logo, or likeness of Assignment Desk (AD) or its clients for any marketing, promotional, or publicity purposes without prior written consent. All footage, materials, and content captured during assignments are the sole property of AD or its designated end client. Vendor shall not disclose any information related to client identities, workflows, or internal operations.

All Independent Contractors of AD must agree to the following statements: Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. person (including a U.S. resident alien). International contractors who are not U.S. persons will be required to complete a W-8BEN or applicable tax form in lieu of a W-9.

This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina, without regard to conflict-of-laws principles. Any dispute arising under this Agreement shall be resolved by binding arbitration administered in Charleston County, South Carolina, in accordance with the rules of the American Arbitration Association. Each party shall bear its own costs and attorney's fees unless the arbitrator determines otherwise. Nothing in this section shall prevent either party from seeking injunctive relief in a court of competent jurisdiction to protect confidential information or intellectual property.

(a) Severability. If any provision of this Agreement, or the application of any provision to any person or circumstance, is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such holding shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect. (b) Automatic Modification. If any restrictive covenant in this Agreement (including but not limited to non-solicitation, confidentiality, and non-disclosure provisions) exceeds the maximum scope, duration, or geographic limitation permitted by the law of the jurisdiction governing CREW's engagement, such provision shall be automatically reformed and reduced to the maximum scope, duration, or limitation permitted by applicable law, rather than voided entirely. The parties authorize any court or arbitrator to reform such provisions to the maximum enforceable scope. (c) Prohibited Provisions. In any jurisdiction where a specific provision of this Agreement is prohibited by mandatory, non-waivable statute (including but not limited to blanket prohibitions on non-solicitation agreements for independent contractors), that provision shall be deemed automatically excluded from this Agreement with respect to CREW domiciled in or performing services in that jurisdiction, without affecting the enforceability of that provision in other jurisdictions or the enforceability of the remaining provisions. (d) Survival. Provisions relating to confidentiality, intellectual property, indemnification, and dispute resolution shall survive termination or expiration of this Agreement.

1. When you opt-in to the service, we will send you an SMS message to confirm your signup. 2. You will receive messages confirming assignments, schedule updates, and billing notifications. 3. You can cancel the SMS service at any time by texting "STOP" to the short code. 4. Text "HELP" for instructions on how to use the service and how to unsubscribe. 5. Message and data rates may apply. You will receive up to two SMS messages per assignment.

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior agreements, representations, or understandings. This Agreement may only be modified in writing signed by both parties or by CREW's acceptance of an updated version through AD's platform. Assignment Desk 665 Johnnie Dodds Blvd Ste 201 | Mt. Pleasant | South Carolina 29464