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 Video Co. (“Contractor”), and (“Client”).
This Agreement governs services, the deployment of structured video operating systems, and revenue-aligned video assets by Content Supply LLC, including but not limited to:
VidOS™ Install
VidOS™ Operator
Strategic Video Sprint
Other Video Production Services
Services are defined in the applicable Statement of Work (“SOW”).
The Parties enter into this Agreement in good faith with the intention of establishing a collaborative and professional working relationship.
1. SERVICES
Content Supply LLC, operating as Video Co., provides structured video system deployment and strategic production services. Services fall into one of three structured categories:
A. VidOS™ Install (30-Day System Deployment)
Deployment of a structured Video Operating System including strategy, workflow, tracking, and foundational revenue-aligned assets.
B. VidOS™ Operator (Ongoing Operations Partnership)
Ongoing execution and optimization of the installed Video Operating System under defined monthly capacity.
C. Strategic Video Production Sprint (Single Revenue Asset)
Production of one defined, business-critical video asset following a structured alignment process.
Services are limited strictly to what is defined in the executed SOW.
No custom scopes, ad hoc production, or editing-only engagements are included unless expressly agreed in writing.
Contractor does not provide ongoing unlimited creative production, ad management, media buying, or in-house staffing unless explicitly defined in the SOW.
2. NO PERFORMANCE GUARANTEE
Contractor provides structured system deployment and production services as defined in the SOW.
Client acknowledges that marketing performance outcomes depend on multiple variables outside Contractor’s control, including distribution strategy, media spend, sales execution, and market conditions.
Contractor does not guarantee specific revenue or conversion outcomes but commits to delivering services as defined in the SOW.
3. CLIENT RESPONSIBILITIES
Client agrees to:
Responsibility for internal implementation, team adoption, and leadership support of the installed system.
Provide timely feedback within five (5) business days
Attend scheduled strategy and production sessions
Supply necessary access, brand assets, and approvals
Assign one internal decision-maker
Obtain all necessary releases for individuals appearing in content.
Failure to participate does not pause billing or extend timelines.
Missed sessions or filming days may be forfeited unless rescheduled in writing and subject to availability.
Timeline assumes timely client participation, approvals, and asset delivery. Delays by Client may extend project timeline without penalty to Contractor.
4. INDEPENDENT CONTRACTOR
Contractor is an independent contractor. Nothing in this Agreement creates employment, partnership, or joint venture.
5. REQUESTS & THROUGHPUT (FOR OPERATOR ONLY)
If enrolled in VidOS™ Operator:
Production capacity is defined by plan tier
Only one active production request may be processed at a time unless otherwise defined
Delays in approvals may shift production priority
Unused production capacity does not roll over unless stated in SOW
Minimum term defined in SOW
30-day cancellation notice
Auto-renew monthly
Unlimited requests are not included.
6. CHANGE ORDER
Any services outside the defined SOW require written change order and additional fees.
7. FEES & PAYMENT TERMS
Client agrees to pay the fees defined in the SOW.
Install & Sprint:
50% due at signing
50% due prior to final delivery
Operator:
Monthly recurring subscription
30-day written cancellation required
Fees are non-refundable due to capacity reservation and production allocation.
Client authorizes Contractor to charge the payment method on file for scheduled payments and any approved change orders. In the event of missed payment, Contractor may charge the outstanding balance following written notice.
Late payments may be subject to a 1.5% monthly service charge, where permitted by law.
Services may be paused if payment is delinquent.
8. CREATIVE CONTROL AND REVISION LIMITS
Unless otherwise defined in the SOW, Client is entitled to two (2) rounds of revisions per deliverable.
Revisions must be consolidated and submitted in writing.
Requests that materially alter scope, concept, direction, or strategic positioning may require a change order.
If feedback is not provided within five (5) business days, the deliverable will be deemed approved for scheduling purposes.
9. ADDITIONAL COSTS (NOT INCLUDED)
Unless stated otherwise, fees do not include:
Paid talent or UGC creators
Location fees
Travel
Paid media spend
Platform software subscriptions
Licensing beyond standard production
All additional costs require written approval.
10. INTELLECTUAL PROPERTY
Upon full payment:
Client owns final delivered assets
Contractor retains ownership of proprietary systems, frameworks, workflows, and internal methodologies (including VidOS™)
Contractor may use anonymized work in portfolio unless otherwise agreed
Client receives operational license to implement system components but does not own proprietary frameworks, templates, or internal methodologies.
Raw footage ownership is defined in the SOW.
11. AI & TECHNOLOGY DISCLOSURE
Client acknowledges Contractor may utilize AI tools, software automation, or technology platforms in the production process.
Contractor remains responsible for quality control of final deliverables.
AI tool usage does not transfer ownership of proprietary frameworks to Client.
12. NON-SOLICITATION
Neither party may solicit employees or contractors of the other without written consent during the term and for one (1) year thereafter.
13. CONFIDENTIALITY
Standard mutual confidentiality applies.
During the course of this Agreement, the Parties may disclose to the other certain information which is confidential to the disclosing Party. Provided that the disclosing Party informs the receiving Party that the information is Confidential Information, each Party will hold the other party’s Confidential Information in confidence, will not disclose it to other parties and will only use it for the purposes contemplated by this Agreement.
The obligations of a party under this Agreement shall in no event apply to Information which: (a) is or becomes known to the general public (except as a result of a breach by the receiving Party under this Agreement); or (b) was in the receiving Party's possession or known by the receiving Party prior to its receipt from the disclosing Party; or (c) becomes available or is disclosed to the receiving Party through or by a third party to the recipient’s best knowledge is under no obligation to keep such information confidential.
14. TERM & TERMINATION
Target timelines are estimates and assume timely Client participation. Delays in feedback, approvals, or asset delivery may extend project timelines without penalty to Contractor.
Install & Sprint terminate upon completion.
Operator renews monthly unless terminated with 30 days written notice.
Either Party may terminate this Agreement for material breach upon written notice if such breach is not cured within five (5) business days.
Contractor may temporarily pause services upon written notice if Client:
Fails to make timely payment
Fails to materially participate in scheduled sessions
Engages in conduct that materially interferes with service delivery
Breaches confidentiality
Circumvents Contractor personnel
If suspension is not resolved within the cure period, Contractor may terminate the Agreement.
Fees remain subject to the payment terms defined in Section 7.
Contractor’s remedies are cumulative and not exclusive.
15. INDEMNIFICATION
Mutual indemnification applies.
Client is responsible for the accuracy and legality of all claims, representations, and third-party materials provided. Client shall indemnify Contractor against claims arising from such materials.
16. GOVERNING LAW
This Agreement is made and will be performed within the State of Colorado, and shall be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of such state, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Arbitration shall occur in Colorado. Each party bears own legal fees unless prevailing.
17. DISPUTE RESOLUTION
Any claim or controversy arising out of this Agreement shall be resolved by way of negotiation.
If negotiation is not successful in resolving all disputes arising out of this agreement, those unresolved disputes shall be submitted to final and binding arbitration under the rules of the American Arbitration Association. If such services are not available, the dispute shall be submitted to arbitration in accordance with the laws of the State of Colorado. The arbitrator’s award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof.
In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
18. AGREEMENT MODIFICATION
Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party.
19. ASSIGNMENT
Client may not assign this Agreement without prior written consent of Contractor. Contractor may assign this Agreement to an affiliate or successor entity.
20. ENTIRE AGREEMENT
This constitutes the entire agreement of the parties, and it is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
21. SEVERABILITY
In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
22. FORCE MAJEURE
Contractor shall not be liable for delays or failure due to events beyond reasonable control, including acts of God, illness, government restrictions, platform outages, or third-party service disruptions.
23. WAIVER
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
24. LIMITATION OF LIABILITY
In no event shall Contractor be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption. Contractor’s total liability under this Agreement shall not exceed the fees paid in the six (6) months preceding the claim.
AUTHORIZED SIGNATORY
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal.