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. AD maintains its own client relationships and engages CREW to fulfill production requirements. CREW is an independent contractor and not an employee, agent, partner, joint venturer, or representative of AD or its clients. CREW controls the manner and means of performing services, may work for others including AD competitors, provides their own tools/equipment unless otherwise agreed, bears the risk of profit or loss, and is under no obligation to accept any assignment. AD/client may specify project requirements and deliverables but will not control CREW's methods or procedures. Compensation is project/day-rate based with no guarantee of future work.

AD and CREW will agree on a rate before each booking. AD may mark up that rate to its client. All billing and monetary discussions must be handled through AD and never discussed directly with the client.

Mileage is billed at the then-current federal rate for miles exceeding the first 50 local, non-billable miles. Parking, tolls, taxes, and shipping are additional with receipts.

AD may ask CREW to hold dates while a client confirms details. CREW must notify AD before accepting conflicting work, and AD will respond within a reasonable time based on CREW's timeline. AD asks clients to pay cancellation fees of 50% of estimated costs with 24–48 hours' notice and 100% with less than 24 hours' notice.

CREW must bill AD through its platform within 48 hours after each shoot and submit all expense receipts. CREW must report all on-set incidents, injuries, damages, or other notable concerns before or at billing. If billing is not received within 48 hours, AD will invoice the client based on the amount agreed before the shoot. Unless otherwise agreed, AD will pay CREW the Friday after client payment is received.

AD engages CREW based on individual skills, qualifications, experience, portfolio, client preference, and project requirements. CREW may decline any assignment before confirmation. Once confirmed, CREW is expected to personally perform the assignment. If unable to do so, CREW must promptly notify AD so AD can arrange coverage. CREW may recommend qualified alternatives, but AD retains sole discretion over who is engaged.

If CREW, or any CREW subcontracted by CREW, is contacted directly by a client they have worked for only through AD, CREW agrees for two (2) years following completion of the last AD assignment for that client to refer that client to AD and not directly solicit, contract with, or accept payment from that client for services. CREW may exclude a pre-existing client by providing AD with a prior paid invoice from that client.

CREW is responsible for all federal, state, and local taxes and for maintaining all necessary insurance, including general liability, professional liability, workers' compensation, and equipment coverage. If CREW fails to maintain or provide proof of coverage, CREW may fall under applicable AD liability and workers' compensation coverage solely for the booked assignment, and AD may deduct a surcharge to offset associated insurance costs. CREW agrees to indemnify and hold harmless AD, its clients, and affiliates from claims, damages, liabilities, costs, and reasonable legal fees arising from CREW's services.

For a client chargeback, refund, or damage claim attributable to CREW's performance, AD will provide CREW written notice and supporting documentation. CREW will cooperate in good faith, and AD may seek reimbursement for substantiated claims. Disputed amounts are subject to the dispute-resolution provisions below.

CREW may not use AD's or its clients' names, logos, or likenesses for marketing, promotional, or publicity purposes without prior written consent and may not disclose client identities, rates, workflows, or internal operations. All footage, materials, and content captured or created during assignments are the sole property of AD or its designated end client.

U.S. CREW must provide a valid IRS Form W-9 and certify the taxpayer identification, backup withholding, and U.S.-person statements required by that form. International contractors must provide Form W-8BEN or other applicable tax documentation.

CREW agrees to provide AD's Production Coordinator with at least one production photo from the set when the end client is not subject to an NDA or other confidentiality restriction.

CREW opting into SMS may receive assignment confirmations, schedule updates, and billing notifications, generally up to two messages per assignment. Message/data rates may apply. Reply STOP to unsubscribe or HELP for assistance.

This Agreement is governed by South Carolina law. Disputes will be resolved by binding arbitration in Charleston County, South Carolina under American Arbitration Association rules. Each party bears its own costs and attorneys' fees unless otherwise determined by the arbitrator. Either party may seek injunctive relief to protect confidential information or intellectual property.

If any provision is invalid, prohibited, or unenforceable, it will be excluded or reduced only to the extent required by applicable law, and the remainder of the Agreement will remain enforceable. Restrictive covenants will be reformed to the maximum scope permitted in the jurisdiction where CREW is domiciled or performs services. Confidentiality, intellectual property, client protection, indemnification, and dispute-resolution provisions survive termination.

This Agreement supersedes prior agreements concerning its subject matter and may be modified only in writing signed by both parties or through CREW's acceptance of an updated version through AD's platform.