These Terms of Service together with the Background Personnel Casting & Payroll 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 and payroll services to Producer for the Project, or in certain limited cases just payroll services on the Project as specified in these Terms of Service. If Central Casting and Producer have entered into a separate signed written agreement that overlaps this Agreement regarding Background Personnel casting and payroll 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 or studio in the entertainment industry. Producer desires to obtain the services of Background Personnel (as defined below) from Central Casting, and Central Casting intends to provide such Background Personnel to Producer pursuant to this Agreement. As used herein, “Background Personnel” shall mean people casted by Central Casting whose services are provided by Central Casting to Producer (or payrolled by Central Casting for Producer as “Company Hires” of Producer under Paragraph 19 below) under this Agreement to perform as background performers (aka extras), stand-ins, and/or body doubles, or to perform in photo shoots; anyone not performing the foregoing function(s), or has a speaking role, or performs stunt(s) is not considered “Background Personnel.”

2. Services

Central Casting shall provide Producer with the services specified in this Agreement involving Background Personnel.

3. Term and Termination

This Agreement shall commence on the Effective Date specified in Paragraph 42 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 or any of Central Casting’s obligations or services for the Project 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 or any of Central Casting’s obligations or services for the Project by providing written notice of termination. Central Casting shall also have the immediate right to terminate this Agreement or any of Central Casting’s obligations or services for the Project 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, including any applicable withholding and/or payroll taxes, 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. However, payroll tax rates will increase automatically, as and when modified by the applicable government tax authority.

6. Independent Contractor Relationship

Producer engages Central Casting as an independent contractor to provide Producer with the services of Background Personnel under this Agreement. 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 22 and 23, 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. Employer Status

Central Casting shall act as the general employer and Producer shall act as the special employer of all Background Personnel whose services are provided to Producer pursuant to this Agreement as the terms “general employer” and “special employer” are understood under applicable law. Producer shall solely be responsible for day-to-day supervision, assignment, direction and control, and safety of Background Personnel on the Project.

8. Workers’ Compensation

A. Coverage. Except as provided in Paragraph 8-B, Central Casting shall obtain workers’ compensation insurance coverage for all Background Personnel. Central Casting shall name Producer in the “Alternate Employer Endorsement” for such workers’ compensation coverage obtained by Central Casting regarding Background Personnel.

B. Exceptions. No workers’ compensation insurance coverage will be provided to anyone who is not Background Personnel, nor will workers’ compensation insurance coverage be provided to anyone on the Project prior to the date that services began under this Agreement. Coverage for hazardous activity, such as but not limited to stunts, aerial photography, water activity, working with animals, work to be performed at hazardous locations, and also for foreign travel, is subject to prior written approval by Central Casting’s Risk Solutions Department, and Producer must provide Central Casting with at least two (2) business days’ prior written notice before the performance of such hazardous activity or foreign travel. Hazardous activity and foreign travel may be subject to additional premium/surcharge. In no event shall the foregoing permit Producer to use Background Personnel to perform stunts or hazardous activity that should otherwise be performed by a qualified stunt performer. It shall be Producer’s sole responsibility to obtain workers’ compensation insurance as required by law for anyone who is not covered by Central Casting’s workers’ compensation insurance pursuant hereto. Where Producer is responsible for obtaining workers’ compensation coverage, Producer shall: (i) defend, indemnify and hold Central Casting Entities (as defined in Paragraph 23-D) harmless from and against any and all workers’ compensation claims or any other Claims (as defined in Paragraph 23-D) arising out of or relating to any work-related injuries of persons for whom Producer is responsible for providing workers’ compensation coverage, and (ii) cover Central Casting as an alternate employer in Producer’s workers’ compensation policy and shall provide to Central Casting proof of such workers’ compensation coverage before Central Casting commences services under this Agreement for the Project.

C. Discrimination and Serious & Willful Misconduct Claims

Producer shall be solely responsible for covering or defending any claims or petitions by or involving Background Personnel which allege violation of California Labor Code § 4553 and/or other jurisdictions’ analogous laws relating to employer serious and willful misconduct (hereinafter, “S&W Claims”) that arise from Producer’s instructions, directives or specifications. Producer also shall be solely responsible for covering or defending any claims or petitions by or involving Background Personnel which allege violation of California Labor Code § 132a and/or other jurisdictions’ analogous laws relating to work injury discrimination (hereinafter, “WC Discrimination Claims”) that arise from Producer’s instructions, directives or specifications.

D. Claim/Injury Reporting

With respect to those Background Personnel covered under Central Casting’s workers’ compensation policy pursuant to Paragraph 8-A, Producer shall promptly report all workers’ compensation claims and work-related injuries to Central Casting, or if Central Casting is unavailable, to Central Casting’s administrator as soon as Producer has knowledge or reasonably should have knowledge of such claims. If Producer fails to promptly report any such claim/injury and this failure results in additional sums which otherwise would not become due, or gives rise to liability in workers’ compensation that would not otherwise exist, Producer shall reimburse Central Casting for any such additional sums upon Central Casting’s demand.

E. Forms/Notices

Where Central Casting is providing workers’ compensation coverage for Background Personnel pursuant to Paragraph 8-A, Central Casting shall supply Producer with all notices and forms required under applicable workers’ compensation laws with respect to Background Personnel who make a workers’ compensation claim, and Producer shall be solely responsible for distributing such forms and notices to such persons. Producer shall also be solely responsible for displaying any posters at the production set where Background Personnel work in accordance with applicable workers’ compensation laws.

F. Reporting Obligations

Where Central Casting is providing workers’ compensation coverage for Background Personnel pursuant to Paragraph 8-A, Producer shall cooperate with Central Casting in any workers’ compensation reporting obligations relating to Background Personnel required by applicable law. Any penalties or other sums arising from Producer’s failure to cooperate with Central Casting in relation to timely reporting the required information involving Background Personnel shall be borne by Producer.

G. Producer's Cooperation

Producer shall cooperate with Central Casting’s workers’ compensation department and/or insurer on a good faith, reasonable, and timely basis with respect to any investigation in connection with a workers’ compensation claim filed by Background Personnel

9. Casting

A. Selection of Background Personnel. Central Casting shall cast Background Personnel according to the lawful requirements and specifications provided by Producer, relating to appearance, portrayable skills, portrayable age range, pets, props, and vehicles (“Casting Specifications”). Though Central Casting shall use its discretion to cast Background Personnel in satisfaction of Producer’s Casting Specifications, Producer’s decision shall control as to any disagreements about the suitability of any Background Personnel for 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 services for Producer’s Project. More than 24 hours advance notice may be required for large castings or special casting requirements. In jurisdictions that have a “predictive scheduling law” applicable to Background Personnel, Producer will reimburse Central Casting for penalties resulting from violation of predictive scheduling law when the violation was caused by Producer’s actions. Central Casting will inform Background Personnel of the 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. If Producer changes any Background Personnel to a speaking role on the Project, Producer shall notify Central Casting of the status change as soon as reasonably possible; any Background Personnel given a speaking role shall no longer be considered Background Personnel under this Agreement (see Paragraph 1).

C. Work Authorization. Central Casting shall be responsible for ensuring that any Background Personnel provided by Central Casting to Producer have properly completed I-9 forms, but not for Company Hires.

10. Central Casting Payroll Processing

A. Placement of Background Personnel on Central Casting Payroll. Central Casting shall place on its payroll all Background Personnel as instructed by Producer who will perform services for Producer on the Project. Producer shall not place any other persons onto Central Casting’s payroll without Central Casting’s written permission in each instance. Producer shall use only the payment voucher forms supplied by Central Casting for Producer to report payroll for Background Personnel. Producer shall not allow Central Casting’s voucher forms to be utilized by anyone other than Producer and Background Personnel, including but not limited to any third-party companies purporting to provide digital vouchers (“3rd party digital voucher companies”). Central Casting will not accept or process any vouchers from any 3rd party digital voucher companies nor work with any such companies. If Producer desires to use digital vouchers, then Central Casting will only accept and process digital vouchers submitted using Central Casting’s SmartVoucher product, which is subject to a separate order form and terms and conditions not contained herein this Agreement.

B. Compensation of Background Personnel. Producer shall inform Central Casting if Producer is signatory to an applicable collective bargaining agreement. Subject to Paragraph 10, Central Casting shall compensate Background Personnel in accordance with Producer’s instructions which must be consistent with any applicable collective bargaining agreement and/or state and federal wage and hour laws.

C. Background Payroll Records. It is the responsibility of Producer to submit payroll records timely to Central Casting. At the time of submission of payroll records to Central Casting to process payroll, or as soon as possible, Producer shall inform Central Casting if the submission is late or about to be late. Producer shall return fully-completed and accurate vouchers to Central Casting for all Background Personnel containing such Background Personnel's name and other specified personal information, rate of pay, date(s) and hour(s) worked, tax withholding data, union affiliation/membership and any other information requested in the voucher, and Producer shall be solely responsible for and defend, indemnify and hold Central Casting Entities harmless from and against any and all Claims arising from failure to meet this obligation. All vouchers shall be signed by each Background Personnel and approved by an authorized representative of Producer. Producer shall provide any additional information and records required by Central Casting to prepare Background Personnel Compensation. “Background Personnel Compensation” as used herein refers to paychecks and any other payments to or for the benefit of Background Personnel to be processed as part of payroll. Producer shall be solely liable for and defend, indemnify and hold Central Casting Entities harmless from and against any and all Claims arising out of or relating to Producer’s non-delivery or late delivery to Central Casting of any records/information specified in Paragraph 10 for processing Background Personnel Compensation. No later than one (1) business day after the work date on the voucher, Producer shall deliver to Central Casting all completed vouchers and any other records needed to process Background Personnel Compensation. In the event that Central Casting does not receive properly completed records or information needed to process Background Personnel Compensation whether due to Background Personnel’s refusal to provide such records or information or otherwise, Central Casting shall have the right to terminate and remove such Background Personnel from Central Casting’s payroll for the Project at issue, Central Casting shall not have any responsibility for such Background Personnel, and Producer shall be responsible for employing and paying such persons.

D. Payroll Calculations. Central Casting shall compute all wages, allowances, penalties, fees and applicable pension, health, and welfare benefits in accordance with Paragraph 10-B using the vouchers for Central Casting’s computation of payroll.

E. Producer’s Review of Payroll Edits. If requested by Producer, Central Casting shall provide for Producer’s review a report/statement (“Payroll Edits”) of Background Personnel Compensation in a payroll cycle, including paychecks and benefit contributions. However, if Producer desires to review a Payroll Edit before the release of paychecks for the requested payroll cycle, then Producer must timely request the Payroll Edit before the paychecks are released. Central Casting shall not be under any obligation to provide any Payroll Edits before the release of paychecks for a requested payroll cycle where no request was made or such request was late. Producer shall be solely responsible for any Claims resulting from any payroll processing errors in pay cycles where Producer made no timely request for Payroll Edits. If Producer’s Payroll Edit request is timely, Central Casting shall provide requested Payroll Edit(s) to Producer within two (2) business days of receipt (excluding weekends and holidays) from Producer of all vouchers and other information needed by Central Casting to process Background Personnel Compensation with respect to the requested payroll cycle(s). Producer shall (i) review all Payroll Edits provided by Central Casting, and (ii) notify Central Casting in writing of any discrepancies/errors in Payroll Edits no later than one (1) business day from receipt of the Payroll Edits. Producer shall be solely responsible for any and all Claims arising out of or relating to (i) any Payroll Edit discrepancies/errors that are not reported by Producer to Central Casting within the one (1) business day review period or (ii) any payroll discrepancies/errors occurring in pay cycles where Producer made no timely request for Payroll Edits.

F. Payroll Checks. Provided that Producer complies with Paragraph 10, Central Casting shall mail, or otherwise make available, to Background Personnel their paychecks in a timely manner under applicable law and/or collective bargaining agreement. Central Casting shall be responsible for only those incorrect payments resulting from Central Casting’s error that did not originate from Producer’s fault or instructions, provided that Producer reported such payment error to Central Casting within the one (1) business day review period for Payroll Edits specified in Paragraph 10-E; otherwise, Producer shall be solely liable. In any event for underpayments, Producer shall remain liable to repay Central Casting the correct base payment amount that would have existed absent Central Casting’s error.

G. Final Paychecks. Producer shall immediately (i.e., no later than date of termination, lay-off, resignation, or assignment completion) notify Central Casting about any termination date of any Background Personnel and provide Central Casting the necessary time card information or any other information needed by Central Casting to prepare final paychecks for such Background Personnel on a timely basis as may be required by law or any collective bargaining agreement. Producer shall be solely responsible for any waiting time penalties or any other sums assessed for late payments that result from Producer’s failure to give Central Casting such timely notice and/or required information specified in this sub-paragraph.

H. Fringe Benefits. If applicable, Central Casting shall remit all Producer pension, health, and welfare and any other applicable fringe benefit contributions for Background Personnel to the appropriate labor organization trust fund(s) within the time and manner specified in the applicable (if any) collective bargaining agreements and/or benefit plans governing Background Personnel. Producer is solely responsible for all penalties and any other claims or liability relating to late payment of benefit contributions except those resulting from Central Casting’s fault where Producer notifies Central Casting of discrepancy/error reflected in the Payroll Edits within the one (1) business day review period specified in Paragraph 10-E. In any event of Claims from contribution underpayments for which Central Casting is responsible, Producer shall remain liable to pay the correct payment amount that would have existed absent Central Casting’s error.

I. Allowances. Producer shall ensure that Background Personnel, who will receive any payments for use of their clothing/wardrobe or their other personal property, for mileage, or for any other allowance (“Allowance”), report such Allowances on the Background Personnel’s voucher. The reported Allowance on the voucher must identify the amount of the allowance and the specific type of allowance to be covered. Producer shall verify the authenticity of the Allowance as part of Producer’s approval of the voucher. To the extent that tax reporting of Allowances is required, Central Casting shall report Allowances as wage income subject to tax withholding unless the information provided to Central Casting indicates that the Allowance is non-wage income or a bona-fide expense not subject to tax withholding.

J. Central Casting Invoices. Central Casting’s invoices/reports to Producer for a payroll period shall reflect the total amount of payroll for that period, including gross wages, allowances, and fringe benefits, including pension, health, and welfare plan contributions, applicable taxes, Central Casting’s casting fees, payroll fees, and any other fees, charges and/or sums that are due (hereinafter, “Invoice(s)”). Producer shall pay all Invoices in full on 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.

K. Security Deposits and Payroll Advances

1. Posting Deposit. An applicable union (if any) may require Producer to post a deposit with the union to guarantee payment of Background Personnel labor costs for the Project. But, separately, if Central Casting requests its own deposit from Producer to guarantee payment of Invoices (“Central Casting Deposit”), Producer shall post such deposit with Central Casting within 3 days from 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.

2. Maintenance/Use of Deposit. If there is a Central Casting Deposit, then Central Casting shall safeguard such deposit from theft or loss and shall be permitted to use or invade such deposit as necessary to satisfy Producer’s payment obligations to Central Casting.

3. Return of Deposit. Within 21 days after conclusion of Central Casting’s services for the Project upon which the Central Casting Deposit was posted by the Producer, Central Casting shall return to Producer the unused balance, if any, of such deposit. Addditionally, 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 depoist to satisfy or reduce Producer's obligations to such other Central Casting Entities.

4. Payroll Advances. In lieu of a Central Casting Deposit, Central Casting may request Producer to provide Central Casting an advance for anticipated Background Personnel payroll on the Project and other charges to Producer. Producer shall deliver the advance within 3 days of Central Casting’s request. The advance shall be applied to and credited against Background Personnel payroll processing as such payroll is generated, and Central Casting shall return the unused balance, if any, of such advance within 21 days after conclusion of Central Casting’s services for the Project upon which the advance was requested by Central Casting.

L. Retroactive Payments. To the extent any retroactive payments must be made by Central Casting on account of the services performed by Background Personnel, including retroactive payments resulting from amendments or modifications to any collective bargaining agreements or applicable law or enforcement thereof, such retroactive payments shall be deemed to be covered compensation of Background Personnel for which Producer shall be obligated to repay Central Casting regardless of the date when such payments are required to be made.

M. Exclusivity. Producer warrants that Central Casting is processing the full payroll for all of the Background Personnel for the Project. In the event Producer fails to engage Central Casting to process the full payroll for all such Background Personnel, Central Casting may immediately terminate this Agreement or its obligations or services for the Project upon written notice to Producer and charge Producer for any applicable fees, interest and penalties. This Paragraph 10-M does not apply to Company Hires.

N. Payroll Record Confidentiality. Producer acknowledges that any and all records received from Central Casting relating to processing payroll of Background Personnel are confidential. Producer agrees to maintain the strict confidentiality of such payroll records in order to protect Background Personnel’s privacy rights and not disclose such records provided by Central Casting to any third parties unless required or compelled by legal process.

11. Reliance on Information Submitted by Producer

Central Casting shall be entitled to rely upon the materials submitted by Producer under this Agreement and communications made by or on behalf of Producer in satisfying its obligations under this Agreement. Central Casting shall not be required to confirm or verify the accuracy, authenticity or completeness of any information provided by Producer, including vouchers. Producer shall be solely liable for any and all Claims arising out of or relating to Central Casting’s use of or reliance on any inaccurate or incomplete information received from Producer under this Agreement.

12. Tax Payments

A. Payroll Tax Returns. Central Casting shall prepare and file all payroll tax returns and pay all payroll taxes (including social security, Medicare, and unemployment insurance contributions/withholdings) relating to Background Personnel for the Project. Producer shall reimburse Central Casting for the full amount of payroll tax liability paid by Central Casting and shall pay Central Casting all applicable fees and charges relating to payroll tax administration. All such sums shall be included in the Invoice to Producer with each payroll period. Producer shall provide Central Casting with all information needed by Central Casting to prepare and issue tax reporting documents.

B. Production Tax Incentives. To the extent Producer’s Project occurs in jurisdictions offering tax incentives to Producer, Central Casting shall provide Producer, upon reasonable request, with all records and reports in Central Casting’s possession, custody, or control that are necessary for Producer to claim available benefits through such tax incentive programs relating to services of Background Personnel. Central Casting cannot promise or guarantee that any expenditures incurred by Producer in connection with Producer’s Project, including Background Personnel compensation or any other payments associated with the services rendered by Background Personnel, 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. Central Casting shall not separately apply for tax incentive program benefits relating to the same expenditures, including Background Personnel compensation, for which Producer is seeking benefits.

13. Collective Bargaining Agreements

A. Signatories and Compliance. If applicable, with respect to any Background Personnel whose services are governed by a collective bargaining agreement, Producer acknowledges that it is a signatory to such collective bargaining agreement or that it will agree to become a signatory no later than the Effective Date.

B. Labor Disputes

1. Strikes/Lockouts. The Parties acknowledge that the applicable collective bargaining agreements governing any Background Personnel contain express or implied “no strike, no lockout” provisions and agree to comply with them. Central Casting shall not be in breach of this Agreement if it declines to dispatch Background Personnel to any location where a strike, lockout or labor dispute exists under the circumstances where any Background Personnel would be legally privileged to withhold their services. Further, Central Casting shall not be required to dispatch Background Personnel to any place where an unrelated third-party strike, lockout or labor dispute affecting the Project exists, without the specific written request of Producer. If Background Personnel are sent to such location at the request of Producer, Producer shall be solely liable for and defend, indemnify, and hold the Central Casting Entities harmless from and against any and all Claims arising out of or relating to Producer’s request.

2. Union/Background Personnel Grievances. If Producer is signatory to a collective bargaining agreement governing the employment of Background Personnel, then Producer shall be solely liable for and defend, indemnify, and hold the Central Casting Entities harmless from and against any and all Claims arising out of or relating to any dispute of any kind with any union, guild, pension and health trust fund, any individual Background Personnel or Company Hire represented by any of these organizations resulting from any acts or conduct of any kind by Producer or any directives, guidelines or instructions provided by Producer to Central Casting. The Parties agree to cooperate in the defense of any grievance or claims under this Paragraph 13-B-2.

14. Producer Legal Compliance

Producer shall be solely responsible for compliance with all laws (whether denominated as statutes, regulations, ordinances, or otherwise) with respect to all worksite(s) (whether studio, shop, or on-location) where Background Personnel will provide services to Producer on the Project, including, but not limited to, workplace health/safety laws (OSHA and analogous state laws), employment civil rights laws (Title VII and analogous state laws), tort laws, wage and hour laws (FLSA and analogous state laws), labor rights laws (NLRA), medical/family care leave laws (FMLA and analogous state laws). Producer shall also be solely responsible for compliance with all collective bargaining agreements (if any) with respect to all worksite(s) (whether studio, shop, or on-location) where Background Personnel will provide services to Producer on the Project.

15. Workplace Training

Producer shall be responsible for providing Background Personnel with all workplace training, instruction, and education required under any applicable law and collective bargaining agreements, including, but not limited to, sexual harassment training and workplace health and safety training and instruction. Producer shall document such training and education in accordance with applicable law and shall maintain copies of such training and education records and provide such records to Central Casting upon request. Producer shall be solely liable for any and all Claims arising out of or relating to any failure by Producer to satisfy any of its obligations under this Paragraph 15. Notwithstanding the foregoing, for Background Personnel working in California (but not for Company Hires), Central Casting will provide Heat Illness Prevention training required under 8 CCR §3395. Notwithstanding the foregoing, Central Casting will also provide harassment training to Background Personnel in California (but not to Company Hires) as required under California Government Code § 12950.1, and sexual harassment training to Background Personnel in New York (but not to Company Hires) as required under New York City Local Law 96 of 2018 and New York State SB S6577.

16. Workplace Health & Safety

Producer acknowledges that a safe production working environment is of prime importance for the Background Personnel working for Producer. Because Producer will exercise day-to-day control and direction over the Project, all Background Personnel, and the worksite, Producer shall be responsible for compliance with all state and federal laws and collective bargaining agreements relating to workplace health and safety. To this end, Producer shall:

(a) comply with all necessary Cal-OSHA and OSHA requirements, and the requirements of any appropriate government agency, that govern workplace health and safety, including but not limited to any requirements relating to COVID-19;

(b) timely report all injuries to Cal-OSHA or the appropriate state and/or federal agency with jurisdiction over workplace health and safety in accordance with applicable law;

(c) maintain an Injury and Illness Prevention Program (“IIPP”) for all Background Personnel, where required by applicable law, and provide Central Casting a copy of the IIPP upon request;

(d) maintain and implement a Workplace Violence Prevention Plan and provide training thereunder for all Background Personnel working on Producer’s worksite(s), as required by California Labor Code §  6401.9 or any other jurisdiction’s similar applicable workplace violence prevention law;

(e) provide all workplace health and safety training, instruction, and education to Background Personnel as may be required by applicable law and any collective bargaining agreements, and document all workplace health and safety training, instruction, and education in accordance with applicable law and maintain copies of such records and provide them to Central Casting upon request;

(f) supply Background Personnel with all protective equipment and clothing needed for them to perform work for Producer in a safe and healthful manner and Producer shall provide Central Casting with appropriate documentation verifying that Producer has done so upon request from Central Casting;

(g) take all measures required by workplace health and safety laws and regulations to ensure a safe and healthy workplace for Background Personnel;

(h) monitor the workplace of Background Personnel for any dangerous, unsafe or unhealthful conditions and investigate and correct any such problems; and

(i) defend, indemnify and hold Central Casting Entities harmless from and against any and all Claims arising out of or relating to any failure by Producer to satisfy any of its obligations under this Paragraph 16.

17. Supervening Events

Central Casting shall not be liable to Producer, in damages or otherwise, as a result of Central Casting’s failure and/or inability to provide services under this Agreement by reasons of fire, flood, explosion, earthquake, epidemic, disease outbreak, strike, lockout, boycott, labor controversy, war, embargo, failure of public utilities, acts of God, or similarly caused disruption beyond Central Casting’s reasonable control.

18. Works-For-Hire

Central Casting agrees that the product of Background Personnel’s services to Producer for the Project (“Background Personnel Work Product”) is a work specially ordered or commissioned by Producer for use as part of a motion picture or other audio-visual work, and as such, is a work-for-hire for Producer for copyright purposes. Except as provided in Paragraph 26 below, Central Casting agrees that Producer shall be the sole and exclusive owner of all rights, including all copyrights, in and to any and all of the materials and other results and proceeds of Background Personnel Work Product. In the event that any of the Background Personnel Work Product is not deemed to be a “work made for hire” for Producer, Central Casting irrevocably and exclusively assigns and quit claims to Producer (or if any applicable law prohibits or limits such assignment, Central Casting irrevocably and exclusively licenses to Producer) all right, title and interest in and to such Background Personnel Work Product (including all copyrights therein and thereto and all renewals and extensions thereof), and all rights to exploit the same throughout the universe, in perpetuity (but in any event for not less than the period of copyright and any renewals and extensions thereof), in any and all media, whether now known or hereafter devised. Producer shall have the right to cut, edit, add to, or subtract from Background Personnel Work Product as Producer deems appropriate without consultation with Central Casting. Central Casting waives any and all moral rights and other rights that Central Casting may have in the Background Personnel Work Product. It shall be Producer’s responsibility to ensure to its own satisfaction that Producer has obtained any intellectual property rights needed from Background Personnel.

19. Company Hires

Any Background Personnel (as defined in Paragraph 1 above) whom Central Casting does not cast, but Producer places onto Central Casting’s payroll subject to Central Casting’s written permission, are herein referred to as “Company Hires.” Company Hires are hired by Producer, not by Central Casting. If there are any Company Hires on the Project, then notwithstanding anything to the contrary in this Agreement and in addition to obligations Producer has with respect to Background Personnel under this Agreement (including but not limited to Paragraph 10) which shall also apply to Company Hires, Producer shall be solely responsible for the following with respect to Company Hires:

(a) Comply with all employer requirements as to the employment of Company Hires.

(b) Obtaining properly completed I-9 forms, and obtain any required work permits, for Company Hires. Central Casting shall have the right to terminate and remove Company Hires from Central Casting’s payroll and not have any further responsibility for such persons if Central Casting does not receive properly completed I-9 forms or work permits for them whether due to such person’s refusal to provide such records or information or otherwise; in such case, Producer shall be responsible for employing and paying such persons.

(c) Notify Central Casting as soon as possible when Producer engages Company Hires who are minors (i.e., persons under eighteen years of age) on the Project, in order to enable Central Casting to satisfy any payroll requirements pertaining to minors. In addition, Producer shall obtain all necessary work permits for minors who are Company Hires prior to their employment on the Project. If any such minor resides or performs work in a jurisdiction requiring deposit of a share of such minor’s earnings into a blocked trust bank account for minors working in the entertainment industry, such as that formed under the California Family Code or any similar laws in other jurisdictions, then Producer shall timely provide Central Casting directly or arrange with the minor’s legal guardian to provide Central Casting with requested blocked trust bank account information in order to timely process remittance of deductions to the designated account.

(d) Comply with all state, federal and local labor/employment laws, such as but not limited to wage and hour laws, workplace health/safety laws (OSHA and analogous state laws), the Patient Protection & Affordable Care Act, sick leave laws (e.g., California Healthy Workplaces, Healthy Families Act, New York City Earned Safe and Sick Time Act, and sick leave laws of other jurisdictions), applicable predictive scheduling law, and any comparable laws in other jurisdictions.

(e) Timely provide Company Hires with forms, notices, and postings required under California Labor Code § 2810.5, New York Labor Law § 195 and/or any other law or regulation of another jurisdiction having a similar requirement to supply specified employment and pay information in writing (“Pay Notices”).

(f) Inform Company Hires of the pay rate, scheduled reporting time, reporting location, and any requirements such as wardrobe, make-up/hair, accessories, pets, parking, and transportation.

(g) If performing work in California, New York or any other jurisdiction with applicable anti-harassment and/or equal employment opportunity training laws, provide Company Hires all required training in compliance with such laws (example, California Government Code § 12950.1).

(h) Obtain any intellectual property rights from Company Hires.

Producer shall defend, indemnify and hold Central Casting Entities harmless from and against any and all Claims arising out of or relating to Producer’s casting/employment of Company Hires and/or Central Casting’s payroll of Company Hires except those Claims resulting only from payroll errors that are solely from Central Casting’s breach of an obligation under this Agreement.

20. 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 their payroll records, (iii) Central Casting’s parent or related entities or legal/financial advisors, or (iv) other third parties to the extent necessary for Central Casting to perform its obligations under this Agreement or if Producer has given Central Casting written authorization to do so. If Producer is signatory to a collective bargaining agreement, then Central Casting shall be permitted to provide the applicable union/guild with any Background Personnel payroll information to which the union/guild is entitled under law.

21. Audits. Producer shall compensate Central Casting at the hourly rate specified in the Order Form (or otherwise negotiated) 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 any such audit or any court order, subpoena, or any other document request originating from such audit. Further, if any penalties, interest, charges, or assessments related to Background Personnel’s performance of services for Producer are imposed, Central Casting shall promptly notify Producer of such assessment and give Producer a reasonable time to investigate, reduce, or challenge such amounts. Absent contrary instruction from Producer, Central Casting will invoice Producer for such amounts after expiration of such reasonable time period. Any audit costs, fees, or assessments shall be invoiced in the same manner as other fees or charges to Producer, and the same payment terms shall apply. Producer shall be solely responsible for any assessments, penalties, liabilities or additional payments assessed in audits that result from any discrepancies/errors in Payroll Edits given to Producer that Producer failed to report to Central Casting within the one (1) business day review period specified in Paragraph 10-E of this Agreement. In any event for underpayments assessed in audits that result from Central Casting’s error, Producer shall remain responsible to pay the correct payment amount that would have existed absent Central Casting’s error.

22. Certificate of Insurance

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 22. 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 22. 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. If any aircraft will be used in the Project, then 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, the aircraft owner/supplier must carry its own 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 in 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. If 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. If any watercraft/vessels will be used in the Project, then 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 vessel/watercraft. If Producer owns any watercraft/vessels to be 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.

23. Indemnification

A. For Central Casting. Except only for claims for workers’ compensation benefits covered by Central Casting’s workers’ compensation policy where Producer has complied with all obligations under Central Casting’s workers’ compensation policy and 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 payment of compensation for services of Background Personnel (including overtime Claims attributable to Producer’s or a collective bargaining agreement’s misclassification of Background Personnel as exempt from applicable overtime wage and hour rules) except those violations concerning payment of compensation for services of Background Personnel that are solely Central Casting’s fault, (vi) any failure by Producer to provide Background Personnel with meal or rest periods required by law, regulation, ordinance, or collective bargaining agreement, (vii) any WC Discrimination and S&W Claims, (viii) any failure by Producer to provide Background Personnel with timely and properly-completed Pay Notices or any other legal notices, and (ix) Producer’s breach of any of its obligations under this Agreement. The foregoing Producer obligations are in addition to any other indemnification rights held by Central Casting under any other provisions of this Agreement.

B. For Producer. Central Casting shall indemnify, defend and hold Producer and its officers, directors, agents, stockholders and employees harmless from and against any and all Claims caused by 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 23 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.

24. 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 24, 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.

25. No Change in Agreement Duties Due to any Joint Employer/Liability Finding

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 Paragraphs 14, 23 or any other provisions of these Terms of Service or elsewhere in this Agreement allocating responsibility between the Parties.

26. Central Casting Security Interest

Notwithstanding Paragraph 18 of these Terms of Service, as security for the payment in full of all amounts due to Central Casting, Producer grants to Central Casting a first priority security interest in the Project in which Producer’s default occurred, including without limitation all rights therein and all elements thereof, whether tangible or intangible, and all proceeds of any of the foregoing. If Producer is in default as provided above, Central Casting shall have all rights and remedies available to a secured party in connection with the above collateral relating to the Project where Producer’s default occurred. Producer shall execute and deliver to Central Casting such short form mortgages of copyright and UCC-1 financing statements as Central Casting shall request for filing in the appropriate jurisdictions and offices determined by Central Casting. Producer hereby appoints Central Casting as its true and lawful attorney, in the place and stead of Producer, with full power of substitution, to execute, deliver and file such financing statements and other documents as Central Casting shall deem necessary to evidence and perfect its security interest in the Project in which Producer’s default occurred.

27. Assignment

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.

28. 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.

29. Entire Agreement

This Terms of Service and associated Order Form(s) 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.

30. Amendment

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

31. 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.

32. 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.

33. 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.

34. 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.

35. Cooperation

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

36. 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.

37. Survival

Paragraphs 20, 21 and 23 through 28 of these Terms of Service and any obligations, duties, entitlements, benefits, acknowledgments, and representations in these Paragraphs, and any indemnification, defense and hold harmless provisions, and provisions in this Agreement which by their nature would have continuing effect after termination in this Agreement, 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.

38. 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.

39. 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.

40. 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.

41. 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.

42. 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 22, Producer has (if applicable) posted the required payroll deposit(s) under Paragraph 10-K, and Central Casting has activated the Project in Central Casting’s payroll system for processing or (ii) Central Casting begins rendering casting and/or payroll services to Producer on the Project. Central Casting shall have no obligation to perform casting, payroll processing or any other services or duties for the Project until Central Casting receives the fully-signed Order Form and the other conditions in (i) above have been satisfied.