Terms & Conditions for THE BLACKBIRD™ Rig (the “Rig”)

RENTAL OF THE RIG

1. Scope: Where The Mill and Client have entered into a separate contract for Services under which the Rig will be used to capture footage (“Live Action Agreement”) then the provisions set out below shall apply.

2. Intellectual Property:  The Mill shall retain ownership and possession of, and all rights (including all Intellectual Property Rights) in and to any data captured by the Rig which shall include but not be limited to telemetry, 3D modelling and animation data when operated under the Live Action Agreement unless otherwise agreed in writing by the parties. Where the Client requires a license to use any such data for whatever purpose, the terms of such license shall be agreed by the parties in writing pursuant to a Quote and additional terms of use.

3.     Performance and delivery: The Mill shall not be responsible for and shall have no liability for non-performance of the Services or non-delivery or delay in delivery of the Works due to any malfunction, nonperformance or breakdown of the Rig under the Live Action Agreement.

LEASE/RENTAL AGREEMENT TERMS & CONDITIONS

Equipment and Vehicles

Please Read Carefully. You are liable for The Mill’s equipment and vehicles from the time they leave The Mill’s control, or the control of those who are storing the rig, until the time they are returned to The Mill and The Mill signs for them.

This RENTAL AGREEMENT (the “Agreement”) is entered into as of [INSERT DATE HERE] (“Effective Date”) by and between The Mill Group Inc. with offices at 3233 South La Cienega Boulevard, Los Angeles, CA, 90016 (“The Mill”) and [INSERT COMPANY NAME HERE]  (“Lessee”), for rental of The Mill’s motor rig vehicle (the “Vehicle”).  (The Mill and Lessee each referred to as a “Party” and collectively referred to as the “Parties”.)

1. Term of lease.  This Agreement shall be granted in respect of the period and fee, as set out in the attached bid quote which forms part of this “Agreement”.

2. Indemnity. Lessee agrees to defend, indemnify, and hold The Mill, its agents, employees, assignees, suppliers, sub-lesser and sub-renters harmless from and against any and all claims, actions, causes of action, demands, rights, damages of any kind, costs, loss of profit, expenses and compensation whatsoever including court costs and reasonable outside attorneys’ fees (“Claims”), in any way arising from, or in connection with the Vehicles and Equipment rented/leased (which vehicle and equipment, together, are referred to in this document as “Equipment”), including, without limitation, as a result of its use, maintenance, or possession, irrespective of the cause of the Claim, except as the result of The Mill’s sole negligence or willful act, from the time the Equipment leaves The Mill’s place of business or storage location when the Lessee rents/leases it, until the Equipment is returned to The Mill or its storage location, during normal business hours and The Mill signs a written receipt for it.

3. Loss of or Damage to Equipment. The Lessee is responsible for all direct, indirect and consequential losses resulting from loss, damage or destruction of the Equipment, including but not limited to losses incurred by The Mill due to loss, damage, or destruction of the Equipment, including but not limited to losses while in transit, while loading and unloading, while at any and all locations, while in storage and while on the Lessees premises and any loss under or in any way connected to this Agreement except that the Lessee is not responsible for damage to or loss of the Equipment caused by The Mill’s sole negligence or willful misconduct.

4. Protection of Others. The Lessee will take reasonable precautions in regard to the use of the Equipment to protect all persons and property from injury or damage. The Equipment shall be used only by agents qualified to use the Equipment and who have been pre-authorized by The Mill.

5. Equipment in Working Order. The Mill has tested the Equipment in accordance with reasonable industry standards and found it to be in working order immediately prior to the inception of this Agreement, and to the extent the Lessee has disclosed to The Mill all of the intended uses of the Equipment, it is fit for its intended purpose. Other than what is set forth herein, the Lessee acknowledges that the Equipment is rented/leased without warranty, or guarantee, except as required by law or otherwise agreed upon by the parties at the inception of this Agreement.

6. Shipping. Lessee agrees to pay both the outgoing and return shipping charges at the time of the initial transaction as specified in the bid quote, unless parties otherwise agree. The Mill cannot guarantee a specific time or date for delivery. Any shipping time given by The Mill is only an estimate. No other form of shipping is permitted without The Mill’s consent.

7. Property Insurance. The Lessee shall, at its own expense, maintain at all times during the term of this Agreement, all risk perils property insurance (“Property Insurance”) covering the Equipment from all sources (Equipment Rental Floater or Production Package Policy) including coverage for, without limitation, (i) theft by force (ii) theft by fraudulent scheme and/or “voluntary parting” (iii) mysterious disappearance (iv) loss of use of the Equipment. Coverage shall begin from the time the Lessee or the Lessee’s agents picks the Equipment up at The Mill’s place of business or storage location, or takes delivery of the Equipment, whichever is applicable, and shall continue until the time the Equipment is returned to and accepted by The Mill. The Property Insurance shall be on a worldwide basis and shall name The Mill as an additional insured and as the loss payee with respect to the Equipment and shall cover all risks of loss of, or damage or destruction to the Equipment. The Property Insurance coverage shall be sufficient to cover the Equipment at its replacement value but shall, in no event, is less than $1,000,000. The Property Insurance shall be primary coverage over The Mill’s insurance.

8. Workers Compensation Insurance. The Lessee shall, at its own expense, maintain worker’s compensation/employer’s liability insurance during the course of the Equipment rental with minimum limits of $1,000,000.

9. Liability Insurance. The Lessee shall, at its own expense, maintain commercial general liability insurance (“Liability Insurance”), including coverage for the operations of independent contractors and standard contractual liability coverage. The Liability Insurance shall name The Mill as an additional insured and provide that said insurance is primary coverage. Such insurance shall remain in effect during the course of this Agreement, and shall include, without limitation, the following coverage’s: standard contractual liability, personal injury liability, completed operations, and product liability. The Liability Insurance shall provide general liability aggregate limits of not less than $2,000,000 (including the coverage specified above) and not less than $1,000,000 per occurrence.

10. Vehicle Insurance. The Lessee shall, at its own expense, maintain business motor vehicle liability insurance (“Vehicle Insurance”), including coverage for loading and unloading Equipment and hired motor vehicle physical damage insurance, covering owned, non-owned, hired and rented vehicles, including utility vehicles such as trailers. Coverage for physical damage shall include “comprehensive” and “collision” coverage. The Mill shall be named as an additional insured with respect to the liability coverage, and as a loss payee with respect to the physical damage coverage. The Vehicle  Insurance shall also include coverage for pollution caused by any vehicles. The Vehicle Insurance shall provide not less than $1,000,000 in combined single limits liability coverage and actual cash value for physical damage and shall provide that said insurance is primary coverage with respect to all insured, the limits of which must be exhausted before any obligation arises under The Mill’s insurance.

11. Insurance Generally. All insurance maintained by the Lessee pursuant to the foregoing provisions shall contain a waiver of subrogation rights in respect of any liability imposed by this Agreement on the Lessee as against The Mill. The Lessee shall hold The Mill harmless from and shall bear the expense of any applicable deductible amounts and self-insured retentions provided for by any of the insurance policies required to be maintained under this Agreement. In the event of loss, you shall promptly pay amount of the deductible amount or self-insured retention or the applicable portion thereof to The Mill or the insurance carrier,   as applicable. Notwithstanding anything to the contrary contained in this Agreement, the fact that a loss may not be covered by insurance provided by you under this Agreement or, if covered, is subject to deductibles, retentions, conditions or limitations shall not affect the Lessee’s liability for any loss. Should the Lessee fail to procure or pay the cost of maintaining in force the insurance specified herein, or to provide The Mill upon request with satisfactory evidence of the insurance, The Mill may, but shall not be obliged to, procure the insurance and the Lessee shall reimburse The Mill on demand for its costs. Lapse or cancellation of the required insurance shall be deemed to be an immediate and automatic default of this agreement. The grant by the Lessee of a sublease of the Equipment rented/leased shall not affect the Lessee’s obligation to procure insurance on The Mill’s behalf, or otherwise affect the Lessee’s obligations under this Agreement.

12. Cancellation of Insurance. The Lessee and the Lessee’s insurance company shall provide The Mill with not less than 30 days written notice prior to the effective date of any cancellation or material change to any insurance maintained by you pursuant to the foregoing provisions.

13. Certificates of Insurance. Before obtaining possession of the Equipment the Lessee shall provide to The Mill Certificates of Insurance, confirming the coverage’s specified above. All certificates shall be signed by an authorized agent or representative of the insurance carrier.

14. Drivers. Any and all drivers who drive the Vehicles the Lessee is renting/leasing from The Mill shall be duly licensed, trained, and qualified to drive vehicles of this type. Although The Mill may, from time to time, recommend certain qualified drivers with whom The Mill are familiar, The Mill do not supply drivers. The Lessee must supply and employ any driver who drives The Mill’s Vehicle (even if the driver is the registered owner of the vehicle or owner of a company that owns the vehicle) and that driver shall be deemed to be the Lessee’s employee for all purposes and shall be covered as an additional insured on all of the Lessee’s applicable insurance policies. The choice of driver shall be subject to The Mill’s approval.

15. Compliance with Law and Regulations. The Lessee agrees to comply with the laws of all states in which the Equipment is transported and/or used as well as all federal and local laws, regulations, and ordinances pertaining to the transportation and use of such Equipment. Without limiting the generality of the foregoing and by way of example, The Lessee shall at all times

(i) display all necessary and proper placards; (ii) obtain all necessary permits; and (iii) keep all required logs and records. The Lessee shall indemnify and hold The Mill harmless from and against any and all fines, levies, penalties, taxes and seizures by any governmental authority in connection with or as a result of the Lessee’s possession or use of the Equipment including, without limitation, the full replacement value of the Equipment in the event of seizure or impound, including our reasonable costs and attorneys fees.

16. Valuation of Loss. Unless otherwise agreed in writing, The Lessee shall be responsible to The Mill for the replacement cost value or repair cost of the Equipment (if the Equipment can be restored, by repair, to its pre-loss condition) whichever is less. If there is a reason to believe a theft has occurred, The Lessee shall file a police report. Loss of use shall be determined by the actual loss sustained by The Mill including all direct, indirect and consequential losses resulting from loss, damage or destruction of the Equipment, including but not limited to losses incurred by The Mill due to loss, damage, or destruction of the Equipment, including but not limited to losses while in transit, while loading and unloading, while at any and all locations, while in storage and while on the Lessees premises and any loss under or in any way connected to this Agreement except that the Lessee is not responsible for damage to or loss of the Equipment caused by The Mill’s sole negligence or willful misconduct.

17. Accrued rental charges shall not be applied against the purchase price or cost of repair of the lost, stolen, or damaged Equipment

18. The Mill Liability is Limited. In the event of loss for which The Mill is responsible, The Mill’s liability will be limited to the contract price and THE MILL WILL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES.

19. Subrogation. The Lessee hereby agrees that The Mill shall be subrogated to any recovery rights the Lessee may have for damage to the Equipment.

20. Bailment. This agreement constitutes an Agreement or bailment of the Equipment and is not a sale or the creation of a security interest. The Lessee will not have, or at any time acquire, any right, title, or interest in the Equipment, except the right to possession and use as provided for in this Agreement. The Mill will at all times be the sole owner of the Equipment.

21. Condition of Equipment. The Lessee assumes all obligations and liabilities with respect to the possession of Equipment, and for its use, condition, and storage during the term of this Agreement except as otherwise set forth herein. The Lessee will, at its own expense, repair any damage to the Equipment through the fault of the Lessee, using JEMFX’s trained technicians only. The rent on any of the Equipment will not be prorated or abated while the Equipment is being repaired for any reason for which the Lessee is liable. The Mill will not be under any liability or obligation in any manner to provide service, maintenance, repairs, or parts for the Equipment, whilst in the Lessee’s possession on a shoot, except as otherwise specially agreed or as may be within the course and scope of employment by the Lessee. All installations, replacements, and substitutions of parts or accessories with respect to any of the Equipment will become part of the Equipment and will be owned by us.

22. Indemnity. The Mill will have the right to place and maintain on the exterior or interior of the Equipment marks, credits or inscriptions.   The Lessee shall not remove, obscure, or deface any such marks, credits or inscriptions, or permit any other person to do so.

23. Expenses. The Lessee will be responsible for all expenses as set out in the bid quote.

24. Accident Reports. If any of the Equipment is damaged, lost stolen, or destroyed, or if any person is injured or dies, or if any property is damaged as a result of its use, maintenance, or possession, the Lessee will promptly notify The Mill of the occurrence, and will file all necessary accident reports, including those required by law and those required applicable insurers. The Lessee, the Lessee’s employees, and agents will cooperate fully with The Mill and all insurers providing insurance under this Agreement in the investigation and defense of any claims. The Lessee will promptly deliver to the Mill any documents served or delivered to the Lessee, its employees, or its agents in connection with any claim or proceeding at law or in equity begun or threatened against the Lessee, The Mill or both of us.

25. Default. If the Lessee fails to pay any portion or installment of the total fees payable hereunder you otherwise  materially breach this Agreement, then such failure or breach shall constitute a default (“Default”). Upon the occurrence of any such Default, and in addition to all other rights and remedies available at law or in equity, The Mill shall have the right, at its option, to terminate this Agreement and cease performance hereunder. The Lessee further agrees that the continuation of The Mill’s performance here under after a Default shall not constitute a waiver or operate as any form of estoppels with respect to   The Mill’s later assertion of its right to cease such performance at any time so long as such Default has not been cured.

26. Return. Upon the expiration date of this Agreement with respect to any or all Equipment, the Lessee will return the property to The Mill, together with all accessories, free from all damage and in the same condition and appearance except for reasonable wear and tear from permitted uses hereunder as when received by the Lessee.

27. Additional Equipment. Additional Equipment may from time to time be added as the subject matter of this Agreement as agreed on by the parties. Any additional property will be added in an amendment describing the property, the monthly rental, security deposit, and stipulated loss value of the additional Equipment. All amendments must be in writing and signed by both parties. Other than by this amendment procedure, this Agreement may not be amended, modified, or altered in any manner except in writing signed by both parties.

28. Entire Agreement. This Agreement and any attached schedules, which are incorporated by reference and made an integral part of the Agreement, constitute the entire agreement between the parties. No agreements, representations, or warranties other than those specifically set forth in this Agreement or in the attached schedules will be binding on any of the parties unless set forth in writing and signed by both parties.

29. Applicable Law. This Agreement will be deemed to be executed and delivered in Los Angeles, California and governed by the laws of the State of California

30. Severability. If any provision of this Agreement or the application of any of its provisions to any party or circumstance is held invalid or unenforceable, the remainder of this Agreement, and the application of those provisions to the other parties or circumstances, will remain valid and in full force and effect.