Lightbox Studios LLC (“LBS”) will provide to the Client identified below the Services set forth herein, subject to the terms and conditions of the Production Agreement below (the “Agreement”). This Statement of Work is incorporated into the Agreement in its entirety.

Client Information

Project Details

Production of a multi-asset advertising campaign consisting of ten (10) scripted video ads, sixteen (16) still ads, one (1) conversion-built landing page, and a managed paid-media launch across Meta and YouTube, together with the cutdown/variant library described in the accompanying campaign proposal. All principal photography is completed in a single studio production day; LBS is not engaged to, and shall not be required to, film on location during the October 9–31 series. This engagement is for the production of advertising assets and the management of paid media only; LBS does not guarantee any particular audience, attendance, registration, lead, or advertising result. The paid-media (advertising) spend of $14,000 is a maximum, not a guaranteed spend; LBS controls all media allocation and may, in its sole discretion, reallocate any portion of the paid-media budget to production or other campaign work. Paid-media spend will not exceed $14,000 without Client’s written approval. Estimated Production Cost: $50,000.00.

Payment Schedule

Payment shall be made in three (3) installments of the Estimated Production Cost ($50,000.00) as follows:

• Payment 1 — Upon Signing. No Services commence until received in full.$10,000.00
• Payment 2 — Production Draw. Due at commencement of production to fund paid-media placement (ad spend) and principal photography; LBS may suspend production until received.$30,000.00
• Payment 3 — Upon Delivery. Due upon delivery of the final Production; LBS has no obligation to deliver until received.$10,000.00
• Grand Total Investment$50,000.00

Contingency: none set. Any unforeseen production costs will be addressed via Change Order under Section 7 of the Agreement.

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This Production Agreement (the “Agreement”) is entered into as of the date of execution of the accompanying Statement of Work, by and between the Client identified above (“Client”) and Lightbox Studios LLC (“LBS”). By executing the Statement of Work, Client agrees that the provision of Services shall be governed by the terms below.

1. Applicability

These terms are the exclusive terms governing the provision of Services and supersede all prior understandings, agreements, negotiations, representations, and communications, both written and oral. In the event of any conflict between this Agreement and a Statement of Work, this Agreement shall govern unless the Statement of Work expressly modifies a specific provision. This Agreement prevails over any of Client’s general terms and conditions.

2. Services and Service Dates

LBS shall provide the services described in the Statement of Work (the “Services”) to produce an audiovisual work and related assets (the “Production”). LBS will use reasonable efforts to meet any performance dates specified; all such dates are estimates only. LBS reserves the right to subcontract any portion of the Services.

3. Client’s Obligations

Client must cooperate with LBS in all matters relating to the Services and provide reasonable access to premises and facilities. Client must: (i) obtain a publicity waiver and release, in the form provided by LBS, from each individual appearing in the Production; (ii) respond promptly to requests for direction, information, approvals, or decisions; (iii) provide all requested materials and information in a timely, complete, and accurate manner; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws before commencement of Services.

4. Contingency Amount

No contingency is set for this Statement of Work; Section 4 is therefore inapplicable, and any unforeseen production costs will be addressed via Change Order under Section 7. Where a contingency is set, it is held in reserve and may be drawn at LBS’s sole discretion for unforeseen costs; any unexpended portion is credited to the final invoice.

5. Electronic Communications as Binding Approvals

The Parties agree that written communications transmitted electronically — including email, text messages (SMS/MMS), and third-party platform messages — that contain an approval, authorization, confirmation, or direction from Client during pre-production or production shall constitute a binding written agreement enforceable to the same extent as a manually signed instrument. Client waives any defense premised on the absence of a wet-ink signature with respect to approvals given via electronic communication under this Section.

6. Pre-Production Sign-Off and Creative Approval

Prior to principal photography, LBS will present all applicable Pre-Production Materials (shot list, script, storyboard, treatment, or creative brief) for review and written approval. Client shall approve or provide written objections within five (5) business days of delivery; failure to respond constitutes deemed approval. Once approved and production has commenced in reliance thereon, Client may not reject, dispute, or withhold payment based on dissatisfaction with creative elements consistent with the approved materials. Performance in substantial conformance with approved Pre-Production Materials constitutes satisfactory delivery regardless of Client’s subjective satisfaction.

7. Change Orders

Requested changes must be submitted in writing. LBS will perform free of charge two (2) revisions after a first draft, and thereafter any change estimated under thirty (30) minutes. For larger changes, LBS provides a written estimate of time, cost, and schedule impact, and the Parties execute a written Change Order before LBS proceeds. Dissatisfaction with creative execution consistent with approved Pre-Production Materials is not grounds for a Change Order at LBS’s cost.

8. Fees and Expenses; Payment Terms; Remedies

Client shall pay all fees invoiced by LBS. Payment is made in three (3) installments of the Estimated Production Cost of $50,000.00: (i) $10,000.00 upon execution of the Statement of Work, and no Services commence until received; (ii) $30,000.00 at commencement of production to fund paid-media placement (ad spend) and principal photography, and LBS may suspend production until received in full; and (iii) $10,000.00 upon delivery of the final Production, and LBS has no obligation to deliver until received. All invoiced amounts are payable in US dollars upon receipt by wire transfer, check, or as otherwise agreed. Invoices unpaid within thirty (30) days accrue interest at the lower of 18% per annum or the maximum lawful rate. LBS may suspend all Services for non-payment. Client shall pay all of LBS’s attorneys’ fees and costs incurred in any collection proceedings.

9. Taxes

Client shall be responsible for all sales, use, and excise taxes and any other similar taxes, duties, and charges of any kind imposed by any governmental entity on amounts payable hereunder.

10. Intellectual Property

Client represents and warrants that any materials it requests LBS create will not infringe third-party rights and that Client holds all necessary rights and permissions. Client grants LBS a royalty-free, non-exclusive, non-transferable right to use the final Production and Client’s names, trademarks, and logos in LBS’s portfolio, reels, case studies, and marketing, unless Client objects in writing. Conditioned upon Client’s payment in full, all right, title, and interest in and to the final delivered assets — namely the ten (10) video ads, sixteen (16) still ads, and one (1) landing page identified in the Statement of Work (collectively, the “Final Production”) — including all copyrights, shall vest exclusively in Client. All other work product (raw footage, outtakes, project/session files, shot lists, Pre-Production Materials, drafts, and interim work) remains owned exclusively by LBS. Any third-party materials (licensed music, stock footage, stock imagery) are licensed to Client on a pass-through basis subject to the underlying license.

11. Data and Storage Policy

All footage is captured in high definition and stored per professional industry standards through post-production. LBS makes the Production available to Client for thirty (30) days following completion and stores all Work Product for one (1) year, after which LBS has no obligation to retain the data. Client may extend storage for $50.00 per month, billed annually in advance. LBS shall not be liable for inadvertent loss or corruption of data; Client’s sole remedy is a prorata refund of prepaid storage fees.

12. Production Termination and Delay

LBS confirms all production dates in writing. If Client cancels or postpones a production date, or requests a Change Order resulting in cancellation or delay, Client shall pay a cancellation fee as follows: (i) notice more than 7 days before the production date: $4,000.00; (ii) notice within 48 hours: $6,000.00; (iii) notice within 24 hours: $8,000.00.

13. Confidential Information

All non-public, confidential, or proprietary information of LBS is confidential and shall not be disclosed or copied by Client without LBS’s prior written consent, excepting information in the public domain, known to Client at disclosure, or rightfully obtained from a third party. LBS is entitled to specific performance and injunctive relief for any violation without posting bond or showing actual damages.

14. Representation and Warranty

LBS warrants that it shall perform the Services using qualified personnel in a professional and workmanlike manner consistent with industry standards. LBS is not liable for a breach unless Client provides written notice within thirty (30) days of discovery; upon timely notice LBS shall, at its discretion, repair or re-perform, or credit/refund at the pro rata rate. These remedies are Client’s sole and exclusive remedy for any warranty breach.

15. Disclaimer of Warranties

Except for the warranty in Section 14, LBS makes no warranty with respect to the Services, including any warranty of merchantability, fitness for a particular purpose, title, or non-infringement, whether express or implied. Without limiting the foregoing, LBS does not guarantee or warrant any particular result or outcome — including audience size, attendance, registrations, leads, inquiries, reach, impressions, engagement, conversions, sales, or advertising performance — all of which depend on factors beyond LBS’s control. Any performance figures, projections, or examples are illustrative only and are not a promise of results.

16. Limitation of Liability

In no event shall LBS be liable for any loss of use, revenue, profit, or data, or for any consequential, incidental, indirect, exemplary, special, or punitive damages. LBS’s aggregate liability under this Agreement shall not exceed the aggregate amounts paid by Client pursuant to the applicable Statement of Work.

17. Insurance

If the Services require LBS to be on Client’s premises, Client shall maintain commercial general liability insurance of not less than $1,000,000 per occurrence and $2,000,000 aggregate, naming LBS as additional insured, with thirty (30) days’ notice of cancellation or material change.

18. Compliance

Client acknowledges LBS is a creative service provider, not a legal or compliance consultant. Before any public release, Client is solely responsible for reviewing all materials for legal and regulatory compliance and obtaining all clearances and licenses. LBS has no liability for claims arising from Client’s use of the Production after delivery, and Client indemnifies LBS accordingly.

19. Termination

LBS may terminate immediately upon written notice if Client (i) fails to pay any amount when due; (ii) fails to comply with any material term; or (iii) becomes insolvent or subject to bankruptcy or similar proceedings.

20. Waiver

No waiver is effective unless in writing and signed by LBS. No failure or delay in exercising any right operates as a waiver.

21. Dispute Resolution

Any dispute not resolved after fourteen (14) days of good-faith negotiation shall first be submitted to mediation in Smith County, Texas (AAA). If mediation fails, the dispute is resolved by binding arbitration under AAA rules in Smith County, Texas, applying Texas substantive law; all proceedings and any award are confidential.

22. Jurisdiction and Venue

Matters not resolved under Section 21 are governed by the internal laws of the State of Texas, with exclusive jurisdiction in the courts of Texas sitting in Smith County and the U.S. District Court for the Eastern District of Texas.

23. Force Majeure

Except for payment obligations, no Party is liable for failure or delay caused by events beyond its reasonable control. If such delay continues thirty (30) days after written notice, either Party may terminate.

24. Assignment

Client shall not assign rights or delegate obligations without LBS’s prior written consent; any purported assignment without consent is void.

25. Relationship of the Parties

The Parties are independent contractors. Nothing creates any agency, partnership, joint venture, employment, or fiduciary relationship.

26. No Third-Party Beneficiaries

This Agreement is solely for the benefit of the Parties and their successors and permitted assigns.

27. Notices

All notices shall be in writing and deemed delivered upon deposit with USPS/overnight courier, email transmission without delivery error within 48 hours, or actual receipt. Notices are sent to the addresses on the Statement of Work.

28. Severability

If any provision is invalid, illegal, or unenforceable in any jurisdiction, that shall not affect any other provision or invalidate the provision in any other jurisdiction.

29. Survival

Confidentiality, intellectual property, limitation of liability, governing law, jurisdiction, and survival provisions survive termination or expiration.

30. Amendment and Modification

This Agreement may only be amended by a writing that specifically states it amends this Agreement and is signed by an authorized representative of each Party.