https://docs.google.com/document/d/1nSTz_G6c4HlGrx6Hntyvuj13LuT5yXgwCABkNm61iiA/edit?usp=sharing This Services Agreement ("Agreement") is entered into by and between Content Supply LLC, a Colorado limited liability company, doing business as VID ("Contractor" or "VID"), and ("Client"). Contractor and Client may be referred to individually as a "Party" and collectively as the "Parties." This Agreement governs the delivery of video strategy, production, publishing support, video infrastructure, system deployment, training, and ongoing video operations services by VID. The specific scope, deliverables, timeline, fees, payment schedule, and engagement type are defined in the applicable Statement of Work, proposal, order form, or written service order (each, an "SOW"). If there is a conflict between this Agreement and an executed SOW, the SOW controls only for the specific business terms of that engagement, including scope, pricing, timeline, payment schedule, deliverables, and term. All legal, ownership, payment enforcement, confidentiality, dispute, and general provisions of this Agreement remain in effect unless expressly modified in writing by both Parties. 1. SERVICES VID provides structured video services through standardized engagement models. Services may include one or more of the following, as expressly defined in the applicable SOW: * A. Video Department Score™ / Diagnostic. A diagnostic, benchmark, audit, quiz, or score-based assessment used to evaluate Client’s current video strategy, operations, publishing cadence, performance tracking, and recommended path forward. * B. VID Sprint™. A fixed-scope, 30-day implementation engagement designed to launch one strategic video growth channel. Standard Sprint scope is one business outcome, one growth channel, one flagship video asset, up to five supporting assets, channel setup recommendations, a 30-day publishing calendar, KPI dashboard, Sprint Review, and 90-day roadmap. * C. VID Supply™. A monthly outsourced video department engagement where VID plans, produces, prepares, and improves video on a recurring basis under a defined monthly capacity, channel, and production scope. Supply tiers may include Supply Start, Supply Growth, Supply Scale, and Supply Enterprise, as defined in the SOW. * D. VidOS™ Install. A one-time implementation engagement that builds Client’s internal video capability by installing strategy, workflows, templates, tools, dashboards, operating rhythms, documentation, and team training. The standard Install engagement is a 30-day system build unless otherwise stated in the SOW. * E. VidOS™ Operator. An embedded video leadership and operations engagement where VID operates Client’s video function, manages cadence, directs work, maintains the VidOS™ system, and provides ongoing execution support. Operator engagements are recurring and subject to the minimum term and capacity limits defined in the SOW. * F. Blueprint, DOWNLOAD, Training, Advisory, A La Carte, and Custom Engagements. Any course, event, training, workshop, advisory, production, or custom service not described above, including but not limited to podcast production, customer stories, event coverage, photography, animation, paid creative, UGC, sales enablement video, or other production services. Services are strictly limited to what is described in the executed SOW. No unlimited creative production, unlimited revisions, unlimited channels, media buying, ad management, talent casting, custom animation, in-house staffing, or ongoing channel management is included unless expressly stated in the SOW. 2. STATEMENT OF WORK AND ORDER OF PRECEDENCE Each engagement will be governed by an SOW, proposal, or order form that may identify the service model, deliverables, fees, payment schedule, estimated timeline, approval process, capacity, revision limits, term, and any excluded items. Work will not begin until the applicable SOW is approved and the initial payment is received, unless otherwise agreed in writing by Contractor. Contractor may rely on written approvals, order forms, signed proposals, and payment of the initial invoice as acceptance of the applicable SOW and these Agreement terms. 3. SERVICE GUARANTEES; NO MARKET PERFORMANCE GUARANTEE VID may offer a delivery, cadence, system installation, or adoption guarantee in an SOW. Any such guarantee applies only to work within Contractor’s control, including strategy, messaging, production, editing, publishing readiness, workflow deployment, documentation, training, and delivery of agreed milestones. Client acknowledges that views, reach, virality, leads, pipeline, revenue, conversions, ad performance, platform performance, sales usage, and market response depend on variables outside Contractor’s control, including Client’s offer, sales process, distribution, budget, market conditions, internal adoption, media spend, and platform algorithms. Contractor does not guarantee specific revenue, pipeline, conversion, view, follower, or performance outcomes unless expressly stated in writing in the SOW. 4. CLIENT RESPONSIBILITIES Client agrees to: * Provide timely access to decision-makers, subject matter experts, executives, customers, staff, brand assets, prior content, analytics, CRM data, platform access, and other materials reasonably required for service delivery. * Assign one primary internal decision-maker with authority to approve strategy, scripts, creative direction, deliverables, and final outputs. * Attend all scheduled strategy, production, review, training, and planning sessions. * Provide consolidated written feedback within five (5) business days of each submission unless a shorter review window is required by the SOW timeline. * Obtain all necessary permissions, releases, consents, and approvals for Client personnel, customers, guests, locations, testimonials, claims, trademarks, and third-party materials provided to Contractor. * Take responsibility for internal implementation, team adoption, publishing, sales usage, and leadership support when the engagement includes system deployment, training, or handoff. * Ensure all claims, testimonials, statistics, product descriptions, regulated statements, and industry-specific representations supplied by Client are accurate, lawful, substantiated, and approved for use. Client participation is a condition of service delivery. Failure to respond, participate, approve, provide access, or supply required materials does not pause billing or extend the timeline unless Contractor agrees in writing. 5. SCHEDULING, CANCELLATION, INACTIVITY, AND APPROVAL POLICIES A. Scheduling and Production Sessions Confirmed strategy sessions, filming sessions, production days, workshops, and training sessions reserve Contractor capacity. Client may request to reschedule a confirmed session with at least forty-eight (48) hours’ advance written notice. Rescheduling is subject to Contractor availability and is not guaranteed. Cancellations or rescheduling requests received less than forty-eight (48) hours before a confirmed session may result in forfeiture of that session. Client remains responsible for third-party costs incurred in preparation for the session, including crew, travel, locations, equipment, rentals, talent, hair/makeup, and other approved or committed expenses. B. Production Day and Travel Costs For any engagement requiring Contractor to deploy crew, equipment, personnel, or travel to a location, Client is responsible for all committed third-party costs and non-refundable travel expenses incurred by Contractor, regardless of cancellation timing, unless the SOW states otherwise. C. Repeated Cancellation or No-Show If Client cancels, reschedules late, or fails to appear for three (3) confirmed sessions during an engagement, Contractor may deem the engagement abandoned by Client. Contractor may retain all fees paid to date, close the engagement, and have no further obligation to deliver remaining scope. No refund will be issued. D. 30-Day Client Inactivity If Client is unresponsive to emails, messages, scheduling requests, access requests, or deliverable review requests for thirty (30) consecutive calendar days, Contractor may deem the project abandoned. Contractor will make reasonable attempts to contact Client through at least two documented communication channels before invoking this policy. If invoked, Contractor may close the engagement, retain all fees paid to date, and have no further production obligation. Reactivation is at Contractor’s discretion and may require a new SOW and payment at then-current rates. E. Timely Feedback and Deemed Approval Client must provide consolidated written feedback within five (5) business days of each deliverable submission unless otherwise stated in the SOW. If feedback is not received within that period, the deliverable may be deemed approved and production may proceed. Approved deliverables will not be reopened except through a written change order. 6. OFFER-SPECIFIC TERMS A. VID Sprint™ Unless otherwise stated in the SOW, VID Sprint™ is limited to one business outcome, one growth channel, one 30-day launch, one production session as determined by VID, one flagship video asset, up to five supporting assets, platform-specific exports, channel setup recommendations, 30-day publishing calendar, KPI dashboard, Sprint Review, and 90-day roadmap. Sprint does not include weekly production, ongoing channel management, multi-channel execution, paid media management, custom animation, talent casting, additional filming days, multiple business objectives, or multiple campaigns unless expressly added by change order. B. VID Supply™ VID Supply™ is a monthly production and publishing support engagement defined by plan tier, capacity, channels, production complexity, cadence, and deliverables in the SOW. Supply is not unlimited production. Unused monthly capacity does not roll over unless expressly stated in the SOW. Client requests outside the agreed monthly capacity, channel scope, production type, or revision limits require a change order or plan upgrade. C. VidOS™ Install VidOS™ Install is a system implementation and team enablement engagement. Unless expressly stated in the SOW, Install does not include ongoing video production, monthly editing, weekly publishing management, paid media management, hardware purchases, studio construction, full custom animation, or ongoing operator support. Client is responsible for adoption, internal ownership, and ongoing use of the installed system after handoff. D. VidOS™ Operator VidOS™ Operator is an embedded video leadership and operations engagement. Operator may include strategy ownership, system management, production oversight, execution support, reporting, team enablement, and monthly or quarterly planning as defined by the SOW. Operator is not unlimited production, full-time employment, or a staffing placement. Minimum term, monthly fee, included capacity, cancellation rights, and auto-renewal terms are defined in the SOW. 7. INDEPENDENT CONTRACTOR Contractor is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, franchise, agency, or joint venture between the Parties. Contractor retains control over the manner and means of service delivery, staffing, production approach, tools, workflows, and internal methods used to deliver the agreed outcome. 8. CHANGE ORDERS AND OUT-OF-SCOPE REQUESTS Any services outside the defined SOW require a written change order and additional fees approved in writing by both Parties before work begins. Verbal requests, informal messages, meetings, calls, creative suggestions, or email discussions do not constitute approval of additional scope unless documented as a written change order or SOW amendment by Contractor. Out-of-scope items may include, without limitation, additional growth channels, additional business objectives, additional production days, additional revision rounds, additional deliverables, faster turnaround, new creative concepts after approval, alternate versions not previously scoped, paid media management, casting, complex animation, new messaging direction, or additional stakeholder review cycles. 9. FEES AND PAYMENT TERMS Client agrees to pay the fees defined in the SOW. Unless otherwise specified in the SOW, standard payment terms are as follows: * VID Sprint™. 50% due at signing and 50% due when the publishing system is live or prior to final delivery, whichever occurs first. Standard published Sprint price is $10,000 flat when sold under the standard scope. * VidOS™ Install. 50% due at signing and 50% due upon system handoff or prior to final delivery, whichever occurs first. Standard published Install price is $25,000 flat when sold under the standard scope. * VID Supply™. Monthly recurring fee invoiced or charged in advance. Minimum term, plan tier, cancellation notice, renewal, and included capacity are defined in the SOW. If the SOW is silent, Supply renews monthly after any minimum term and requires thirty (30) days’ written notice to cancel. * VidOS™ Operator. Monthly recurring fee invoiced or charged in advance. Operator engagements require the minimum term stated in the SOW. If the SOW is silent, Operator requires a six (6) month minimum term, renews monthly thereafter, and requires thirty (30) days’ written notice to cancel after the minimum term. * Custom, A La Carte, Training, Event, Advisory, or Production Engagements. 50% due at signing and 50% due prior to final delivery unless otherwise stated in the SOW. All fees are non-refundable due to reserved capacity, strategy work, production planning, staffing, scheduling, and resource allocation. Client authorizes Contractor to charge the payment method on file for scheduled payments, approved change orders, recurring fees, late fees, and approved additional costs. In the event of a missed payment, Contractor may provide written notice. If payment is not received within five (5) business days of notice, Contractor may charge the outstanding balance to the payment method on file, pause services, withhold deliverables, suspend access, or stop work. Late payments may accrue a 1.5% monthly service charge where permitted by law. Paused time does not extend the engagement timeline unless Contractor agrees in writing. 10. CREATIVE CONTROL, APPROVALS, AND REVISION LIMITS Unless otherwise defined in the SOW, Client is entitled to two (2) rounds of consolidated revisions per deliverable. Revisions must be submitted in writing in a single consolidated document or approved review platform. Piecemeal, conflicting, or sequential stakeholder feedback may delay delivery and may require a change order. Revisions are intended to refine an approved direction. Requests that materially change the approved strategy, concept, script, offer, audience, production direction, edit direction, format, structure, or positioning may require a change order. Contractor retains reasonable creative discretion to determine production approach, editing approach, workflow, sequencing, and technical standards necessary to deliver the agreed outcome. 11. ADDITIONAL COSTS NOT INCLUDED Unless stated otherwise in the SOW, fees do not include: * Paid media spend or ad management * Paid talent, UGC creators, influencers, actors, voiceover talent, or casting fees * Studio rentals, location fees, permits, security, parking, or location releases * Travel, lodging, meals, mileage, baggage, freight, or shipping * Equipment rentals, specialized props, set design, wardrobe, hair, makeup, or styling * Platform subscriptions, software licenses, SaaS tools, cloud storage, or hardware purchases * Music, stock, footage, image, font, or asset licensing beyond standard production libraries * Complex animation, 3D, VFX, localization, translation, subtitles beyond scope, or accessibility services unless included in the SOW * Legal, compliance, regulatory, medical, financial, or industry-specific review. All additional costs require prior written approval from Client before being incurred, except reasonable emergency or continuity costs necessary to protect an approved production schedule. 12. INTELLECTUAL PROPERTY Upon receipt of full payment for the applicable engagement, Client owns the final delivered video assets, written deliverables, and approved exports expressly identified in the SOW, subject to any third-party license restrictions and excluding Contractor’s proprietary materials. Contractor retains all right, title, and interest in and to its proprietary systems, frameworks, methodologies, workflows, playbooks, templates, processes, prompts, SOPs, training materials, creative systems, diagnostics, scoring logic, dashboards, software configurations, and VidOS™ methodology, whether pre-existing or developed during the engagement. No ownership of Contractor proprietary materials transfers to Client. For Install and Operator engagements, Client receives a limited, non-exclusive, non-transferable operational license to use installed templates, workflows, documentation, and system components solely within Client’s own organization for internal business purposes. Client may not resell, sublicense, publish, teach, distribute, copy for third parties, or commercialize Contractor’s proprietary materials without Contractor’s prior written consent. Raw footage, project files, edit files, source files, working files, templates, and unused concepts are not included unless expressly stated in the SOW. If raw footage or project files are included, transfer may be subject to additional fees, storage limitations, third-party licensing restrictions, and full payment. Contractor may reference Client’s name, logo, general engagement type, and final public work in its portfolio, website, proposals, sales materials, case studies, and business development unless prohibited by a separate written confidentiality agreement or NDA. 13. AI AND TECHNOLOGY DISCLOSURE Client acknowledges that Contractor may use AI-assisted tools, automation, software platforms, recording tools, collaboration tools, cloud storage, analytics tools, and other technology in the production and delivery process. Contractor remains responsible for quality control of final deliverables. Use of AI or technology tools does not transfer ownership of Contractor’s proprietary methodologies, prompts, workflows, or systems to Client. Client is responsible for ensuring that any confidential, regulated, sensitive, or restricted data provided to Contractor is approved for use in the selected tools and workflows. Client must notify Contractor in writing before sharing materials subject to special legal, regulatory, data-security, or confidentiality restrictions. 14. CONFIDENTIALITY Each Party may receive confidential information from the other Party. Each Party agrees to hold the other Party’s confidential information in strict confidence, use it only for purposes directly related to the engagement, and not disclose it to third parties except to employees, contractors, advisors, or vendors who need to know and are bound by confidentiality obligations. Confidentiality obligations do not apply to information that is publicly available through no fault of the receiving Party, already known before disclosure, lawfully received from a third party without confidentiality restrictions, independently developed without use of confidential information, or required to be disclosed by law or regulatory order. These obligations survive termination for three (3) years, except trade secrets, which remain protected as long as they qualify as trade secrets under applicable law. 15. NON-SOLICITATION During the term of this Agreement and for one (1) year after termination or expiration, neither Party may knowingly solicit, recruit, hire, or engage employees, contractors, crew members, vendors, or key personnel of the other Party who were involved in the engagement without prior written consent. This restriction does not apply to general solicitations not targeted at the other Party’s personnel. 16. TERM, RENEWAL, SUSPENSION, AND TERMINATION This Agreement begins on the effective date of signature or acceptance and remains in effect until all SOWs are completed, expired, or terminated. Sprint, Install, custom, and project-based engagements terminate upon completion of the defined scope or written closure by Contractor. Supply and Operator engagements renew according to the terms of the SOW. Either Party may terminate this Agreement or an SOW for material breach upon written notice if the breach is not cured within five (5) business days after notice, unless a longer cure period is required by law. Contractor may suspend services upon written notice if Client fails to pay on time, fails to participate, triggers cancellation or inactivity policies, interferes with delivery, breaches confidentiality, attempts to circumvent Contractor personnel, or engages in conduct that makes professional service delivery unreasonable or unsafe. Termination does not relieve Client of payment obligations for fees incurred, capacity reserved, work performed, third-party costs, minimum term fees, approved change orders, or amounts due through the effective termination date. All fees paid remain non-refundable. 17. INDEMNIFICATION Each Party shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, contractors, and agents from and against claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising from that Party’s breach of this Agreement, violation of applicable law, negligence, willful misconduct, or infringement of third-party rights. Client is specifically responsible for the accuracy, legality, substantiation, permissions, and approvals for all claims, testimonials, data, representations, third-party materials, customer materials, regulated statements, and instructions provided to Contractor. Client shall indemnify Contractor against claims arising from such Client-provided materials or instructions. 18. LIMITATION OF LIABILITY To the maximum extent permitted by law, neither Party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost revenue, lost business opportunities, loss of goodwill, or loss of data, even if advised of the possibility of such damages. Contractor’s total liability arising out of or related to this Agreement or any SOW shall not exceed the fees actually paid by Client to Contractor under the applicable SOW during the three (3) months preceding the event giving rise to the claim. This limitation does not apply to Client’s payment obligations, indemnification obligations, confidentiality breaches, or unauthorized use of Contractor’s intellectual property. 19. GOVERNING LAW AND DISPUTE RESOLUTION This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflict of law principles. Any arbitration or legal proceedings arising from this Agreement shall take place in Colorado unless the Parties agree otherwise in writing. Any dispute arising from this Agreement shall first be submitted to good-faith negotiation between the Parties. If negotiation does not resolve the dispute within thirty (30) days, the dispute shall be submitted to final and binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award shall be final and may be entered as judgment in any court of competent jurisdiction. The prevailing Party in any action to enforce or interpret this Agreement shall be entitled to recover reasonable attorneys’ fees and costs. 20. GENERAL TERMS * Modification. Any amendment, modification, or additional obligation is binding only if documented in writing and signed or otherwise accepted in writing by authorized representatives of both Parties. * Assignment. Client may not assign this Agreement without Contractor’s prior written consent. Contractor may assign this Agreement to an affiliate, successor, purchaser, or acquirer upon notice to Client. * Force Majeure. Neither Party is liable for delays caused by events beyond reasonable control, including natural disasters, illness, labor disruptions, internet or platform outages, travel disruptions, government action, civil unrest, or emergencies. * Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. * Counterparts and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Electronic signatures, order form acceptance, and signed digital copies have the same effect as originals. * Entire Agreement. This Agreement, together with the applicable SOWs and approved change orders, constitutes the entire agreement between the Parties regarding the subject matter and supersedes prior discussions, proposals, or representations. EXHIBIT A — STANDARD OFFER SUMMARY This Exhibit summarizes VID’s standard offer structure. Actual scope, pricing, term, capacity, and deliverables must be confirmed in the applicable SOW. Video Department Score™ — Free or as defined · Diagnose. Benchmark current video strategy, operations, performance, and deployment; recommend the path forward. May be used as a pre-sales diagnostic. VID Sprint™ — $10,000 flat · Launch. 30 days; one business outcome; one growth channel; one flagship asset; up to five supporting assets; publishing calendar; KPI dashboard; Sprint Review; 90-day roadmap. Standard payment is 50% at signing and 50% when live unless the SOW states otherwise. VID Supply™ — From $5,000/month · Scale. Monthly outsourced video department; recurring planning, production, publishing support, and improvement under defined capacity. Standard tiers: Start $5k, Growth $9k, Scale $15k, Enterprise $25k+. VidOS™ Install — $25,000 flat · Build. 30-day internal system implementation: strategy, workflows, templates, tools, dashboards, SOPs, training, and adoption check-in. Standard payment is 50% at signing and 50% at handoff unless the SOW states otherwise. VidOS™ Operator — From $15,000/month · Operate. Embedded video leadership and operations; VID runs the video function, manages cadence, directs work, and reports department health. Standard minimum is 6 months unless the SOW states otherwise. Standard tiers: Core $15k, Growth $25k, Scale $40k+. Custom / A La Carte / Training / Event — As defined in SOW · Custom. Any service not covered above, including event, training, advisory, podcast, customer story, animation, paid creative, or other production. Default payment is 50% / 50% unless the SOW states otherwise. EXHIBIT B — STANDARD SOW CHECKLIST Each SOW should define the following items as applicable: * Client legal name and billing contact * Service model: Score, Sprint, Supply, Install, Operator, Blueprint, DOWNLOAD, Custom, or A La Carte * Business outcome and primary growth channel * Pricing, payment schedule, minimum term, and renewal/cancellation terms * Timeline, milestone dates, and client approval windows * Deliverables, asset count or capacity, channels, production type, and revision limits * Included sessions, production days, workshops, trainings, and reviews * What is not included and what requires a change order * Ownership terms for final deliverables, raw footage, project files, and installed system components * Any service-specific delivery, cadence, install, or adoption guarantee SIGNATURES The Parties agree to the terms of this Agreement as of the last date signed below.