Please Read Carefully. Client is Liable For Company’s Props From The Time They Leave Company’s Place of Business Until They Are Returned To Company


THESE STANDARD TERMS & CONDITIONS (the “Rental T&Cs”) are incorporated into and form a part of Client’s Deposit & C.O.D. Account Agreement and/or PO Account Agreement (the “Agreement”) and is entered into by Client and Company, effective as of the date signed by Client. Capitalized terms used but not defined herein shall have the meanings ascribed to them in Client’s Deposit & C.O.D. Account Agreement and/or PO Account Agreement. Client’s rental or lease of any props from Company or Company’s affiliates (the “Props”) is subject to these Rental T&Cs. If Client does not want to be bound by the terms of the Agreement, Client may not use or lease Company’s Props.  In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Client and Company (collectively the “Parties”) hereby agree as follows:


  1. Client agrees to defend, indemnify, and hold Company, and Company’s affiliates and their respective owners, parents, partners, shareholders, members, officers, directors, managers, subsidiaries, affiliates, employees, representatives and agents  (collectively, the “Company Parties”) 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 costs and reasonable outside attorneys’ fees (“Claims”), in any way arising from, or in connection with, or resulting from the Props rented/leased pursuant to this Agreement, including, without limitation, (i) as a result of their use, exploitation, loss, maintenance, or possession, irrespective of the cause of the Claim, except as the result of Company’s gross negligence or willful misconduct, from the time the Props leave Company’s place of business when Client rents/leases them until the Props are returned by Client to Company, (ii) as a result of a breach or Default under this Agreement by Client, or (iii) the negligence or willful misconduct of Client or it’s employees or agents.  The indemnities and releases described in this section or elsewhere in the Agreement will continue in full force and effect notwithstanding the expiration or termination of this Agreement and are expressly made for the benefit of and will be enforceable by the indemnified parties.


  1. Loss of or Damage to Property. Client is responsible for loss, damage (ordinary wear and tear excepted) or destruction of the Props, including, but not limited to, losses while in transit, while loading and unloading, while at any and all locations, while in storage or while on Client’s premises, except that Client is not responsible for damage to or loss of the Props caused by Company’s gross negligence or willful misconduct. Client is also responsible for loss of use and Client shall fully compensate Company for the loss of use of the Props during the time they are being repaired or replaced, as applicable, at the rental rates provided/noted on the rental invoice.


  1. Protection of Others.  Client will take all reasonable precautions in regard to the use, transport, and possession of the Props to protect all persons and property from injury or damage.  The Props shall be used only by employees or agents qualified, and possessing the necessary experience, to use the Props.


  1. Disclaimer of Warranties. Client hereby acknowledges that the Props are rented “as is” and “with all faults”.  Company makes no warranty, and specifically disclaims any express or implied warranty whatsoever, with respect to the Props regarding title, condition, design, operation, merchantability, freedom from claims of infringement or the like, fitness for use for a particular purpose, quality of materials or workmanship, or absence of discoverable or non-discoverable defects. Client shall examine and inspect any Props rented hereunder to determine that the Props are safe and in good working order. Such examination and inspection shall occur at the time of delivery or as soon as reasonable after delivery of the Props and in any event before the first use of the Props. Client’s use of any Props shall constitute an acknowledgement by Client that such Props are in good working order and safe, and Client assumes all risk of liability resulting from any malfunctioning, damaged or otherwise unsafe Props. In the event that Client causes any modification of any Props in any manner whatsoever, Client shall be responsible for all liability which may arise in connection with the modification of such Props. Client shall not modify any Props without Company’s prior written consent, and Client shall restore any modified Props to their original condition prior to the return of such Props to Company. Client shall be responsible for the cost, as determined by Company, to repair or replace any modified Props to their original condition.  Company shall have no obligation whatsoever to improve the Props to prepare the same for use by Client.


  1. Property Insurance. Client shall, at Client’s own expense, maintain at all times during the term of this Agreement, all risk perils property insurance (“Property Insurance”) covering the Props 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”; and (iii) loss of use of the Props, from the time the Props are picked up by Client or a shipper at Company’s place of business or placed upon a common carrier for forwarding to Client, as applicable, until the Props are returned to and accepted by Company, including, without limitation, during the process of loading and unloading. The Property Insurance shall be on a worldwide basis, shall name Company and such other parties as Company may specify as an additional insured and as the loss payee with respect to the Props and shall cover all risks of loss of, or damage or destruction to the Props. The Property Insurance coverage shall be sufficient to cover the Props at their replacement value but shall, in no event, be less than $1,000,000. The Property Insurance shall be primary coverage over Company’s insurance.


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


  1. Liability Insurance. Client shall, at Client’s 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 Company and such other parties as may be specified by Company 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 coverages: 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.


  1. Vehicle Insurance. Client shall, at Client’s own expense, maintain business motor vehicle liability insurance (“Vehicle Insurance”), including coverage for loading and unloading Props 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. Company 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 insureds, the limits of which must be exhausted before any obligation arises under Company’s insurance.


  1. Insurance Generally. The name of the insured entity on all certificates of insurance pursuant to the foregoing insurance provisions must be the same entity name listed on the ‘Client’ portion of this Agreement. All insurance maintained by Client pursuant to the foregoing provisions shall contain a waiver of subrogation rights in respect of any liability imposed by this Agreement on Client as against Company.  In the event Client rents or uses any weapons, firearms, ammunition, or similar product (collectively “Weapons”) from Company, Client’s insurance coverage shall not contain any exclusions related to Weapons (including without limitation any live ammunition exclusions).   Client shall hold Company 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 by Client under this Agreement. In the event of loss, Client shall promptly pay the amount of the deductible or self-insured retention or the applicable portion thereof to Company 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 Company under this Agreement or, if covered, is subject to deductibles, retentions, conditions or limitations, shall not affect Client’s liability for any loss. Should Client fail to procure or pay the cost of maintaining in force the insurance specified herein, or to provide Company upon request with satisfactory evidence of the insurance, Company may, but shall not be obliged to, procure the insurance and Client shall reimburse Company upon demand for Company’s costs. Lapse or cancellation of the required insurance shall be deemed to be an immediate and automatic Default of this Agreement. The grant by Client of a sublease of the Props rented/leased shall not affect Client’s obligation to procure insurance on Company’s behalf, or otherwise affect Client’s obligations under this Agreement (provided that the foregoing shall not be deemed to amend or modify the terms of this Agreement relating to subleasing, including, without limitation, the obligation to obtain Company’s consent thereto as set forth herein).  In addition, Client shall also obtain and maintain other insurance reasonably required by Company.


  1. Cancellation of Insurance. Client and its insurance company shall provide Company with written notice prior to the effective date of any cancellation or material change to any insurance maintained by Client pursuant to the foregoing provisions in accordance with the policy provisions, but in no event less than ten (10) business days.


  1. Certificates of Insurance.  Before obtaining possession of the Props, Client shall provide to Company Certificates of Insurance confirming the coverages specified above.  All certificates shall be signed by an authorized agent or representative of the insurance carrier.  Company shall have no obligation to deliver possession of any Props to Client unless and until such certificates have been delivered to Company.


  1. Valuation of Loss/Company’s Liability is Limited. Unless otherwise agreed in writing, Client shall be responsible to Company for the replacement cost value or repair cost of the Props (if the Props can, in Company’s sole judgment, be restored, by repair, to their pre-loss condition) whichever is less, reasonable wear and tear excepted. If there is a reason to believe a theft has occurred, Client shall file a police report. Loss of use shall be calculated at the rental rate provided for in this Agreement or any rental sheet entered into pursuant to this Agreement. Any such rental sheet is incorporated by reference into this Agreement as if fully set forth herein.  If there is a dispute between this Agreement and the rental sheet, the terms of the rental sheet shall control.  Accrued rental charges shall not be applied against the purchase price or cost of repair of the lost, stolen or damaged Props.  In the event of loss for which Company is responsible, Company’s liability will be limited to the contract price and COMPANY WILL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOSS OF PROFIT, BUSINESS OR GOODWILL).


  1. Subrogation. Client hereby agrees that Company shall be subrogated to any recovery rights Client may have for damage to the Props.


  1. Lease/Rental. This Agreement constitutes a lease/rental of the Props and is not a sale or the creation of a security interest. Client will not have, or at any time acquire, any right, title, or interest in the Props, except the right to possession and use as provided for in this Agreement.  Company will at all times be the sole owner (or authorized agent of the owner) of the Props.


  1. Condition of Props. Client has tested the Props in accordance with reasonable industry standards and found them to be in working order immediately prior to the inception of this Agreement.  Client assumes all obligation and liability with respect to the possession of Props, and for their use, condition and storage during the term of this Agreement except as otherwise set forth herein. The rent on any of the Props will not be prorated or abated while the Props are being serviced or repaired for any reason for which Client is liable.  Company will not be under any liability or obligation in any manner to provide service, maintenance, repairs, or parts for the Props, except as otherwise specially agreed in Company’s sole discretion or as may be within the course and scope of a separate agreement executed by the Parties.  In no event shall this Agreement be constructed as one of agency, partnership, joint venture or employment between the Parties.


  1. Maintenance. Client shall (a) use, operate, maintain, transport and store the Props in a careful and proper manner consistent with customary industry practice and any applicable law (including any applicable local ordinances); (b) protect the Props from deterioration; (c) use the Props only for their intended use; and (d) maintain accurate and complete records of all repairs and maintenance of Props and provide Company, upon request, with a copy of such records.


  1. Identity. Company will have the right to place and maintain on the exterior or interior of each Prop covered by this Agreement the following inscription: Property of Independent Studio Services, LLC.  Client will not remove, obscure, or deface the inscription or permit any other person to do so.


  1. Clearances. Client shall be solely responsible for obtaining any licenses or clearances necessary to display trademarks or other protected intellectual property in connection with the Props.  Client agrees to defend, indemnify and hold the Company Parties harmless from any and all Claims arising out of Client’s failure to comply with the foregoing, including, without limitation, any and all assertions that any Props or the use thereof allegedly or actually (a) infringe, violate, trespass, contravene, or breach any patent, copyright, trademark, license or other property or proprietary right, (b) constitute the unauthorized use or misappropriation of any trade secret, or (c) infringe, misappropriate, breach, or violate any intellectual property right, moral right, right of privacy, common law right, contractual right, or any other right of any person or entity.


  1. Accident Reports. If any of the Props are damaged, lost, stolen, or destroyed, or if any person is injured or dies, or if any property is damaged as a result of the Props’ use, maintenance, storage or possession, Client will promptly notify Company of the occurrence, and Client will file all necessary accident reports, including those required by law and those required by applicable insurers. Client and Client’s employees, and agents will cooperate fully with Company and all insurers providing insurance under this Agreement in the investigation and defense of any claims.  Client will promptly deliver to Company any documents served or delivered to Client, Client’s employees, or Client’s agents in connection with any claim or proceeding at law or in equity begun or threatened against Client, Company (or any of the parties which Client has agreed to indemnify pursuant to this Agreement), or the Parties.


  1. Default. Company may, by written notice to Client, declare Client in default on the occurrence of any of the following (each, a “Default”): (a) failure by Client to make payments or perform any of Client’s obligations under this Agreement when and as required hereunder; (b) institution by or against Client of any proceedings in bankruptcy or insolvency, or reorganization under any law, or the appointment of a receiver or trustee for Client’s goods and chattels or any assignment by Client for the benefit of creditors; (c) expiration or cancellation of any insurance policy to be paid for by Client as provided for under the terms of this Agreement; (d) involuntary transfer of Client’s interest in this Agreement by operation of law; or (e) destruction or removal of the Props from the state in which the Props were leased, unless Client has specific written permission from Company to transport the Props to a specific state.  After Client’s Default, and upon notice from Company that Client is in default, Company will have the following options: (i) to terminate the Agreement and Client’s rights under the Agreement; (ii) to declare the balance of all unpaid rent or fees and all other charges of any kind required of Client under the Agreement to be payable immediately, in which event Company will be entitled to the balance due together with interest at the rate of ten percent (10%) per annum, from the date of notification of Default to the date of payment; (iii) to repossess the Props without legal process free of all of Client’s rights to the Props (Client authorizes Company or Company’s agents to enter on any premises where the Props are located and repossess and remove the Props and Client specifically waives any right of action Client might otherwise have arising out of the entry and repossession, and releases Company of any claim for trespass or damages caused by reason of the entry, repossession, or removal); or (iv) removal of any discounts provided to Client by Company.  After Default, Client will reimburse Company for all reasonable expenses of repossession and enforcement of Company’s rights and remedies, together with interest at the rate of ten percent (10%) per annum from the date of Default.  Notwithstanding any other provisions of this Agreement, if Company places all or any part of Company’s claim against Client in the hands of an attorney for collection, Client agrees to pay, in addition to other sums that may be awarded, Company’s reasonable attorneys’ fees and costs.  Client further agrees that the continuation of Company’s performance hereunder after a Default shall not constitute a waiver or operate as any form of estoppel with respect to Company’s later assertion of any of its rights, hereunder, in the event of a Default, so long as such Default has not been cured.  Company’s remedies will be cumulative to the extent permitted by law, and may be exercised partially, concurrently, or separately. The exercise of one remedy will not be deemed to preclude the exercise of any other remedy.


  1. Return. Upon the expiration date of this Agreement with respect to any or all Props, Client will return the Props to Company, together with all accessories, free from all damage and in the same condition and appearance as when received by Client, ordinary wear and tear excepted.  Whether or not damage constitutes ordinary wear and tear shall be determined by Company in its sole judgment.


  1. Additional Props. Additional Props may from time to time be added as the subject matter of this Agreement as agreed on by the Parties. Any additional Props will be added in writing (email, purchase order or invoice sufficient) describing the additional Props, the monthly rental, security deposit, and stipulated loss value of the additional Props.  All amendments must be in writing and signed by both Parties.  This Agreement may not be amended, modified, or altered in any manner except in writing signed by both Parties.


  1. Entire Agreement. This Agreement and any Company invoices and 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 schedules will be binding on any of the Parties unless set forth in writing and signed by both Parties.


  1. 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.


  1. 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.


  1. Facsimile/Scanned Signature. This Agreement may be executed in counterparts and by facsimile signature, electronic signature (such as, without limitation, using the electronic signature software known as “DocuSign”) or signature that is scanned and transmitted by e-mail; such forms of signature shall be deemed to be original and fully binding.


  1. Rights. Company acknowledges and agrees that Client and Client’s assignees, successors and licensees, shall exclusively own all rights in and to any photographs, motion pictures and recordings taken by Client of, on or using the Props (the “Recordings”) and that Client shall enjoy the irrevocable and perpetual right throughout the universe to use such Recordings in and in connection with the production, exhibition, promotion and exploitation of the picture, any ‘behind-the-scenes’, ‘blooper’ or similar footage, any merchandising or commercial tie-ins, in any manner and in all media, whether now known or hereinafter devised, including without limitation, all forms of television, home video (e.g. videocassettes, videodiscs and DVD), and interactive “electronic” media (e.g. Internet and CD-ROM). Notwithstanding the foregoing, Client acknowledges and agrees that Company has not made any representations regarding the Recordings.  Client is not obligated actually to use the Props or to include any of said photography and/or said sound recordings taken of, on or using the Props in any motion picture.


  1. No Encumbrance. Client will not pledge, encumber, create a security interest in, or permit any lien or encumbrance to

become effective on or attach to any of the Props.  If any of these events takes place, Client will be deemed to be in Default, at Company’s sole option.  Client will promptly notify Company of any liens or other encumbrances of which Client has knowledge.  Client will promptly pay or satisfy any obligation from which any lien or encumbrance arises and will otherwise keep the Props, and all title and interest, free of any liens and encumbrances.  Client will deliver to Company appropriate satisfactions, waivers, and evidence of payment.


  1. No Assignment or Sublease. Client will not sublease the Props or enter into any assignment of this Agreement without Company’s prior written consent, which may be given or withheld in Company’s sole and absolute discretion.  Any attempt to assign this Agreement or sublease the Props absent such consent are hereby deemed void ab initio.  Client must seek Company’s express written consent to assign this Agreement or sublease the Props.  Any such sublease or assignment, to the extent consented to by Company, shall be documented in a manner acceptable to Company and, in all events, the sublessee or assignee shall provide waivers and indemnifications in favor of Company at least as broad as those set forth in this Agreement.


  1. Notices. Except as otherwise expressly provided by law, any notices or other communications required or permitted by this Agreement or by law, to be served on or given to either party by the other party, will be in writing and will be deemed duly served or given when personally delivered to the party to whom they are directed, or in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, addressed to Client at Client’s address provided in Client’s Deposit & C.O.D. Account Agreement and/or PO Account Agreement and to Company at 9545 Wentworth St., Sunland, CA 91040, Attention: Legal Department.  Either party may change its address for the purpose of this provision by giving written notice of the change to the other party in the manner provided in this provision.




  1. Rights, Power and Authority. Each party hereto represents and warrants that it has the exclusive right, power and authority to enter into this Agreement and to grant the rights granted herein, and that no other consents, permissions or approvals are required for it to perform its obligations as contemplated under this Agreement.  Each party hereto represents and warrants that the person(s) executing this Agreement on such party’s behalf is/are authorized to do so, and that the execution of this Agreement by such person(s) shall bind such party to the terms and conditions of this Agreement.


  1. Mutual Cooperation. The parties hereto agree to cooperate with each other to effectuate this Agreement and to execute any and all additional documents and to take such additional action as may be necessary or appropriate to accomplish the intent and purposes of this Agreement.



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