These Terms of Service together with the Background Personnel Casting-Only Services Order Form (“Order Form”) naming the production company (“Producer”) and production (“Project”) to which these Terms of Service relate (hereinafter, the “Agreement”) shall govern Central Casting and its affiliates/subsidiaries’ (“Central Casting”) provision of Background Personnel casting-only services to Producer for the Project. If Central Casting and Producer have entered into a separate signed written agreement that overlaps this Agreement regarding Background Personnel casting-only services to Producer for the Project, then that separate agreement shall control where it conflicts with this Agreement. Central Casting and Producer may be referred to in the singular as “Party” or in the plural as “Parties”. If the Project title changes, it is deemed updated to the most current version

1. Introduction

Central Casting is engaged in the business of providing services of individuals appearing on-screen in an un-credited background capacity (for example, extras, stand-ins, show audience) on theatrical motion pictures, television projects, commercials, and other productions in the entertainment industry on a project-by-project basis. Producer is a
production company in the entertainment industry. Producer desires for Central Casting to refer people to Producer for Producer to consider or interview for roles as Background Personnel (as defined below) on the Project. As used herein, “Background Personnel” shall mean people who are to perform as background performers (aka extras), stand-ins, and/or body doubles, or to perform in photo shoots or body scans; anyone not performing these functions, or who is performing stunts or has a speaking role, is not considered “Background Personnel.”

2. Services

Central Casting shall refer people to Producer to be considered or interviewed by Producer, and ultimately to be hired by Producer if selected by Producer, to work in roles as Background Personnel on Producer’s Project, consistent with the requirements under this Agreement.

Central Casting has no obligation to work with any third-party companies purporting to provide digital vouchers (“3rd party digital voucher companies”).  If Producer engages a 3rd party digital voucher company, then Producer shall be solely responsible for working with and providing the 3rd party digital voucher company with information requested by such company.

3. Term and Termination

This Agreement shall commence on the Effective Date specified in Paragraph 32 and shall continue for the duration of the Project unless otherwise terminated by either Party as specified in this Paragraph or Paragraph 4. Either Party may terminate this Agreement upon 10 days’ prior written notice, unless otherwise stated.

4. Immediate Termination

If either Party does not meet its obligations under this Agreement, the other Party shall have the immediate right to terminate this Agreement by providing written notice of termination. Central Casting shall also have the immediate right to terminate this Agreement by providing written notice of termination where: (i) Producer files a petition for bankruptcy or for protection from creditors, (ii) an involuntary bankruptcy or creditor protection petition is filed against Producer and not discharged within 5 days from the date of filing, (iii) Producer admits in writing its inability to pay debts as they become due or Producer fails to respond in writing that it is able to pay debts as they become due within 3 days from the date of Central Casting’s written request, or (iv) Producer otherwise seeks relief from its obligations to creditors.

5. Fees

Producer shall pay Central Casting all fees, charges, and any other sums, specified in the Order Form for the Project and invoiced by Central Casting. Central Casting may increase fees or charges in the Order Form (i) once at the beginning of each calendar year or (ii) upon thirty (30) days written notice of such changes to Producer.

6. Independent Contractor Relationship

Producer engages Central Casting as an independent contractor for its services hereunder. No act, commission, or omission by any Party under this Agreement shall alter this independent contractor relationship between the Parties or be construed to make or render the Parties partners, joint venturers or agents of each other. Nothing contained in this Agreement shall be deemed to permit either Party to conduct business in the name of or on account of the other party, to incur or assume any expense, debt, obligation, liability, tax or responsibility on behalf of or in the name of the other Party or to act on behalf of or bind the other Party in any manner whatsoever. Except as provided in Paragraphs 14 and 15, this Agreement is not for the benefit of any third party, including any Background Personnel or any employee of either Party, and shall not be deemed to give any right or remedy to any such third party whether referred to herein or not.

7. Employment and Control of Background Personnel

Producer is the sole employer of Background Personnel providing services to Producer on the Project. Producer holds sole authority to hire or reject people who are referred by Central Casting to Producer for Producer’s consideration or interview for employment with Producer as Background Personnel on the Project. If Producer allows such referred people to work as Background Personnel on the Project, then such action shall be deemed Producer’s decision to hire and employ them. If Producer does not allow such referred people to work as Background Personnel on the Project, then such action shall be deemed Producer’s decision to not hire them. Producer’s rejection of people referred by Central Casting may result in reporting pay, or union cancellation fee if the individual was being considered for a union position, which shall be paid by Producer. In addition, Producer shall solely be responsible for assigning and controlling work, safety (including but not limited to safety associated with airborne virus like COVID-19), rest and meal periods, disciplinary and termination decisions, payroll, and direction and control of Background Personnel on the Project.

If a court, arbitrator, government agency, or any other decision-making body or official renders a determination that Central Casting and Producer are joint employers of Background Personnel or are jointly and severally liable with respect to any Claims involving Background Personnel or the Project, no such determination shall alter or negate any provisions of these Terms of Service or elsewhere in this Agreement allocating responsibility between the Parties.

8. Casting

A. Producer's Selection of Background Personnel. Central Casting shall use the lawful requirements and specifications provided by Producer to Central Casting, relating to appearance, portrayable skills, portrayable age range, pets, props, and vehicles (“Casting Specifications”), to refer people to Producer for Producer’s consideration or interview, and ultimately to be hired by Producer if selected by Producer, to work in roles as Background Personnel on Producer’s Project. Producer shall at all times provide Central Casting with lawful Casting Specifications that are supported by and/or consistent with bona-fide occupational qualifications and/or legitimate business necessities associated with the Project. In no event shall Producer provide any unlawful requirements/specifications to Central Casting.

B. Administration of Background Personnel Bookings. Producer shall provide Central Casting with Background Personnel casting requirements or specifications no later than 24 hours in advance of commencement of Background Personnel services for Producer’s Project. More than 24 hours advance notice may be required for large castings or special casting requirements. Central Casting shall be responsible for informing Background Personnel of the Producer’s scheduled reporting time and location and any requirements regarding wardrobe/attire, make-up/hair, or accessories/pets or any other lawful requirements that Producer has instructed Central Casting to communicate to Background Personnel for the assignment.

C. Central Casting Invoices. Central Casting’s invoices/billings to Producer shall reflect the total of any fees, charges and/or sums specified in the Order Form that covers the period stated in the invoice/billing (hereinafter, “Invoice(s)”). Producer shall pay all Invoices in full upon receipt of the Invoice and in accordance with provisions of the applicable Order Form and Invoice. Producer shall inform Central Casting of any discrepancy/error in any Invoice as soon as possible, but not later than 72 hours from receipt. No deductions shall be made to any Invoice without written consent by Central Casting’s authorized representative.

D. Payment of Background Personnel. Central Casting will not provide payroll services on the Project. Central Casting shall not be responsible for paying any Background Personnel in connection with the Project or complying with any tax withholding or remittance obligations involving the Background Personnel payroll.

E. Deposits. If Central Casting requests a deposit from Producer to guarantee payment of Invoices, Producer shall post such deposit with Central Casting within 3 days from the Central Casting’s request to do so. Such deposits are not an advance payment, and Producer must still make payments to Central Casting in accordance with this Agreement. Within 21 days after conclusion of Central Casting’s services for the Project, Central Casting shall return to Producer the unused balance, if any, of such deposit. Additionally, to the extent that Producer is in breach of its obligations under any other agreements with Central Casting Entities for any other services or products, Central Casting may apply all or any part of the deposit to satisfy or reduce Producer's obligations to such other Central Casting Entities.

9. Tax Incentives

Central Casting cannot promise or guarantee that its fees/charges to Producer or any other sums associated with Background Personnel under this Agreement will qualify for any tax incentive program benefits, and Central Casting does not make any such promises or guarantees of any kind or nature relating to qualification of any such expenditures for any tax incentive program benefits.

10. Legal Compliance Affecting Employment of Background Personnel

Producer shall be solely responsible for compliance with all laws (whether denominated as statutes, regulations, ordinances, or otherwise) and all collective bargaining agreements (if any), with respect to the employment of Background Personnel and all worksite(s) (whether studio, shop, or on-location) where Background Personnel will provide services to Producer on the Project.

11. Works-For-Hire

Producer is solely responsible to procuring any intellectual property rights from Background Personnel in relation to the Background Personnel’s services to Producer on the Project. Central Casting makes no claim to any such intellectual property rights.

12. Confidentiality and Privacy

A. Responsibilities. Neither Party shall disclose the confidential information of the other Party except as is necessary to comply with this Agreement or as permitted by this Agreement. For purposes of this Paragraph, “confidential information” means any information identified by either Party as “Confidential” or which, under the circumstances, should be treated as confidential or proprietary, including non-public information related to Background Personnel, the Order Form(s) and/or the disclosing Party's business, employees, service methods, software, documentation, financial information, prices and product plans.

B. Exceptions. The following shall not constitute confidential information: (a) information that is at the time of disclosure, or later becomes, part of the public domain through no fault of the receiving Party, (b) information learned from a third party that did not involve an obligation of confidentiality on the receiving Party, (c) information independently known to or generated by the receiving Party, or (d) information required to be disclosed by legal process. Central Casting may transfer Producer’s confidential information to (i) a governmental agency when necessary to effectuate Central Casting’s obligations under this Agreement, (ii) the affected Background Personnel under this Agreement only as to information about their referral to Producer on the Project, (iii) Central Casting’s parent or related entities, or legal/financial advisors, (iv) other third parties to the extent necessary for Central Casting to effectuate Central Casting’s obligations under this Agreement, or (v) if Producer has given Central Casting written authorization to do so. Central Casting shall be permitted to provide the applicable union/guild (if any) with any Background Personnel information to which the union/guild is entitled under law or collective bargaining agreement, if Producer is signatory to a collective bargaining agreement on the Project.

13. Audits

Producer shall compensate Central Casting at the hourly rate specified in the Order Form for Central Casting’s participation in and/or attendance at any audits by any private or government entity, including any unions or regulatory agencies. Producer shall reimburse Central Casting for the cost of producing any information in Central Casting’s possession or control relating to any Background Personnel, the Project, Producer’s business, or any other subject matter regarding this Agreement, in connection with document requests, subpoenas or any other legal process originating from such audit. Producer shall be solely responsible for any assessments, penalties, liabilities or additional payments assessed in audits.

14. Certificate of Insurance

Promptly upon engagement of Central Casting on the Project, Producer shall provide Central Casting with a Certificate of Insurance or other proof of purchase of insurance for all forms of insurance coverage specified in this Paragraph 14. The specified insurance coverage shall be maintained at all times for the term of this Agreement. Central Casting (and its parent/subsidiary/related/affiliated companies and officers, directors, agents and employees) shall be named as an additional insured on all policies referred to in this Paragraph 14. Such policies shall provide at least thirty (30) days written notice to Central Casting before any modification or termination of any such policy, and the insurance carriers for such policies must have a Best Rating of A+ or better.

A. Commercial General Liability. Producer must carry commercial general liability insurance that covers bodily injury, personal injury, contractual liability and property damage up to a coverage limit of at least $1,000,000 (combined single limit) per occurrence.

B. Commercial Automobile Liability. Producer must carry commercial automobile liability insurance coverage on hired, non-owned, and owned automobiles that covers bodily injury and property damage up to a coverage limit of at least $1,000,000 (combined single limit) per occurrence.

C. Foreign Liability. To the extent that any services of Background Personnel to Producer will be rendered outside of the United States of America and/or its territories or other possessions or outside of Canada, Producer must carry foreign liability insurance coverage that covers bodily injury and property damage up to a coverage limit of at least $1,000,000 (combined single limit) per occurrence.

D. Aircraft. To the extent that any aircraft will be used in the Project, Producer must carry non-owned aircraft liability insurance coverage that covers bodily injury (including passengers) and property damage (including damage to the aircraft) up to a coverage limit of at least $10,000,000 (combined single limit) per occurrence. In addition to Producer’s obligation in the preceding sentence, the aircraft owner/supplier must carry aircraft liability insurance covering bodily injury (including passengers) and property damage (including damage to the aircraft) up to a coverage limit of at least $10,000,000 (combined single limit) per occurrence and must carry aircraft hull coverage with a limit sufficient to cover the value of the aircraft and such hull coverage must include a waiver of any right of subrogation by the insurer against Central Casting. If Producer owns any aircraft to be used on the Project, Producer must carry owned aircraft liability insurance coverage at least at the same level and limits as Producer’s non-owned aircraft liability insurance coverage. To the extent that any drones/unmanned aircraft will be used in the Project, Producer must carry unmanned aircraft system (UAS/Drone) liability insurance coverage with a coverage limit of at least $2,000,000 (combined single limit) per occurrence.

E. Watercraft. To the extent that any watercraft/vessels will be used in the Project, Producer must carry non-owned watercraft liability insurance coverage that covers bodily injury (including passengers) and property damage (including damage to the watercraft) up to a coverage limit of at least $10,000,000 (combined single limit) per occurrence and hull insurance coverage in an amount sufficient to cover the value of the watercraft/vessel. If any watercraft/vessels owned by Producer will used in the Project, Producer must carry owned watercraft liability and hull insurance coverage at least at the same level and limits as Producer’s non-owned watercraft liability and hull insurance coverage.

F. Producer’s Workers’ Compensation Insurance. Producer shall obtain workers’ compensation insurance covering the services of the Background Personnel hereunder in accordance with the required statutory limits. Producer agrees that the insuring company will include in a Certificate of Insurance the policy number of such insurance, the effective and expiration dates of such policies, and Employers Liability Coverage with minimum limits of $1 million each accident, $1 million disease each employee, and $1 million disease policy limit.

15. Indemnification

A. By Producer. In addition to any other indemnification rights held by Central Casting under any other provision of this Agreement, Producer shall indemnify, defend and hold Central Casting Entities harmless from and against any and all Claims arising out of or relating to (i) services performed by Background Personnel or any other persons or entities on the Project, (ii) bodily/personal injury or property damage allegedly caused by Background Personnel or any other persons or entities rendering services on the Project, (iii) any act, omission or any other conduct of Background Personnel and/or any other persons or entities rendering services on the Project, (iv) Producer’s instructions to Central Casting concerning services under this Agreement, (v) any violation of law, regulation, ordinance, collective bargaining agreement, or any other agreement/arrangement or legal or contractual duty concerning employment of Background Personnel, including but not limited to safety and compensation to Background Personnel, (vi) workers’ compensation benefits, discrimination and/or serious and willful misconduct claims in workers’ compensation proceeding(s) arising from Background Personnel’s services on the Project, and (vii) Producer’s breach of any of its obligations under this Agreement.

B. By Central Casting. Central Casting shall indemnify, defend and hold Producer and its officers, directors, agents, stockholders and employees harmless from and against any and all Claims arising out of or relating to Central Casting’s breach of any of its obligations under this Agreement.

C. Control of Defense. The Party obligated to provide defense/indemnification (“Indemnifying Party”) for the other Party (“Indemnified Party”) under Paragraph 15 or any other provision of these Terms of Service shall control selection of the Indemnified Party’s counsel subject to the Indemnified Party’s approval not to be unreasonably withheld and shall control, in reasonable consultation with the Indemnified Party, the Indemnified Party’s defense (including pleadings, discovery, law and motion, settlement, trial, appeal, or any other substantive or procedural aspect of its defense) in connection with any and all claims, causes of action, losses, liabilities, demands, fees (including reasonable attorneys’ fees), costs, fines, penalties, or any form of legal, equitable, or other relief against the Indemnified Party. The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its counsel in the defense or settlement of Claims to which the Indemnified Party is covered for defense/indemnification under this Agreement. Any settlement agreement reached by the Indemnifying Party must contain a non-admission of liability clause in favor of the Indemnified Party, and the Indemnifying Party must obtain the Indemnified Party’s signed consent of any settlement that involves the Indemnified Party paying any money or performing any action under such settlement agreement. In any event, the Indemnified Party will have the right at its own sole expense to participate in defense of covered Claims.

D. Definitions. As used in these Terms of Service, the terms specified below shall be defined as follows:

1. Claims. “Claims” shall mean claims, causes of action, losses, liabilities, demands, fees (including reasonable attorneys’ fees), costs, interest, fines, penalties, assessments, or any form of legal, equitable, or other relief.

2. Central Casting Entities. “Central Casting Entities” shall mean Central Casting, its parent company, subsidiaries, related companies, associates, assignees, licensees and successors in interest, and the officers, directors, agents, stockholders, members, and employees of each of them.

16. Limitation of Remedies

The maximum total liability of Central Casting to Producer for breach of this Agreement shall be limited to direct money damages in an amount not to exceed the greater of (a) the total amount paid by Producer on the Project for casting and payroll/payroll fees during the 3 months immediately preceding the loss, or (b) $10,000. Except for the limited damages specified in this Paragraph 16, Central Casting shall not be responsible under any legal or equitable theory for any special, general, incidental, consequential, or punitive damages or any other losses or damages resulting from Central Casting’s breach, even if Central Casting has knowledge of the possibility of such potential loss or damage. In the event that Central Casting may not, as a matter of applicable law, exclude or limit special, general, incidental, consequential, or punitive damages, or any other damages/remedies, such damages/remedies shall be the minimum permitted under applicable law.

17. Assignability

This Agreement may not be assigned or transferred by Producer without the express written approval of Central Casting, which will not be unreasonably withheld. This Agreement will be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.

18. Screen Credit

A.    Central Casting believes in acknowledging its casting team members for their hard work and contributions. In this regard, Central Casting requests and Producer agrees to provide screen end credit to the specific Central Casting casting team member(s) that casted Background Personnel for the Project, and such end credit shall read “Background Extras Casting Associate … [insert name]” or in such other permutation as agreeable to Producer. Central Casting will assist Producer with any information Producer requires to achieve the foregoing screen credit.

B.    Producer agrees to credit Central Casting as extras casting service provider for the Project in the screen end credits of the Project if Producer provides screen end credits on the Project to other service providers/vendors. The screen end credit shall read “Background Extras Casting by Central Casting” in the same size and format as other technical end credits displayed for the Project for other service providers/vendors. 

C.    If screen credits for service providers/vendors are contrary to Producer policy, then Producer agrees to credit Central Casting as background extras casting service provider, as well as credit the specific Central Casting casting team members who casted Background Personnel on the Project, in other industry standard media platforms (such as the Internet Movie Database) where Producer provides credits to other service providers/vendors. 

D. All other aspects of screen credit shall be determined by Producer in its sole discretion. No casual or inadvertent failure to comply with this credit provision, nor failure by third parties to comply with this credit provision, shall constitute a breach of this Agreement by Producer.

19. Entire Agreement

This Terms of Service and associated Order Form constitute the full and complete agreement of the Parties pertaining to the Project and supersede all prior negotiations and prior written/oral agreements about the subject matter of this Agreement. This is an integrated document.

20. Amendment

This Agreement, inclusive of this Terms of Service and Order Form(s), may be amended only in a writing signed by the Parties.

21. California Law and Forum

This Agreement shall be governed and construed according to the laws of the State of California. Any dispute or controversy that arises under or relates to this Agreement (whether contract, tort, statutory, or otherwise) shall be resolved by an appropriate state or federal court located in Los Angeles, California, and the Parties expressly waive any right they may otherwise have to cause any such action or proceeding to be assigned, heard, or tried elsewhere. Notwithstanding the foregoing provisions, any disputes or controversies arising under or relating to this Agreement that require interpretation of a collective bargaining agreement governing Background Personnel in order to be resolved shall be subject to and resolved through the grievance and arbitration procedures contained therein as to those issues or matters in the dispute or controversy that require interpretation of such a collective bargaining agreement.

22. Attorneys’ Fees/Costs

The prevailing Party in any action or proceeding to enforce or interpret any of the provisions of this Agreement shall be entitled to recover from the losing Party all reasonable outside attorneys’ fees and costs incurred by the prevailing Party in the prosecution or defense of such action or proceeding.

23. Notices

All notices hereunder shall be in writing. Any notices hereunder shall be given either by personal delivery, overnight delivery service (example, FedEx), tracked U.S. postal mailing (examples: certified, priority or express mail) or emailing the same to the appropriate Party at the address or email address listed in the Order Form, and the date of such personal delivery, overnight delivery, tracked mailing, or emailing shall be the date of giving notice.

24. Severability

If any provision in this Agreement is held by any court to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect, and the offending provision shall be reformed to a lawful provision that most closely reflects the offending provision’s intent.

25. Cooperation

The Parties agree to execute and deliver all further documents, which are reasonably necessary to effectuate the provisions of this Agreement.

26. Construction

The Parties acknowledge and agree that the language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any of the Parties.

27. Survival

Paragraphs 12, 13, 15 through 18, and any indemnification, defense and hold harmless provisions in these Terms of Service, and any other provisions in this Agreement which by their nature impose continuing obligations shall survive termination or expiration of this Agreement and continue in full force and effect notwithstanding such termination or expiration of this Agreement. Producer’s obligation to pay all accrued fees, charges and/or any other sums to Central Casting shall survive any termination or expiration of this Agreement.

28. Waiver

No provision of this Agreement may be waived unless in writing signed by all Parties or their duly authorized representatives. Waiver of any breach of any of the provisions of this Agreement shall not operate or be construed as a waiver of any subsequent or simultaneous breach of the same or different provisions of this Agreement.

29. Knowing/Voluntary Entry

The Parties warrant and agree that they have read and fully understand this Agreement. Central Casting and Producer warrant and agree that they have had a reasonable opportunity to seek the advice of an attorney as to the nature, contents and effect of the Agreement. The Parties accept each and all of the provisions of this Agreement, and do so voluntarily with full knowledge and understanding of the nature, contents, and effect of this Agreement.

30. Authority

Each person executing the Order Form that is associated with this Terms of Service warrants that he or she has the full authority to execute it and to agree to this Terms of Service as part of the Order Form on behalf of the Party on whose behalf he or she signs and that all actions taken by him or her are within the scope of such authority.

31. Counterparts/Copies

The Order Form that is associated with this Terms of Service may be executed by manual, facsimile or electronic signatures in individual counterparts, each of which shall be deemed an original and all such counterparts together shall constitute one and the same instrument. Any photocopies, facsimiles, and electronic copies of this Agreement, including any executed signature pages, may be used in lieu of the originals for any purpose.

32. Effective Date

This Agreement shall become effective for the Project on the earlier of when (i) the Order Form is fully signed, Producer has furnished Central Casting the required liability insurance certificates in accordance with Paragraph 14, Producer has (if applicable) posted the required deposit under Paragraph 8-E, and Central Casting has activated the Project in Central Casting’s system for services or (ii) Central Casting begins rendering casting services to Producer on the Project. Central Casting shall have no obligation to perform any services for Producer covered under this Agreement until Central Casting receives the fully-signed Order Form and the other conditions in (i) above have been satisfied.