Client Services Agreement
Standard Terms • 2026 EditionThis Client Services Agreement ("Agreement") is made and entered into as of the date of the last signature below, by and between:
Pro Safety Productions ("PSP"), a California company, with principal place of business at 28625 S Western Avenue #2050, Rancho Palos Verdes, CA 90275.
[CLIENT NAME] ("Client"), with principal place of business at [Client Address].
Collectively, PSP and Client are referred to as the “Parties.”
I. Core Agreement Details
PSP shall provide consulting, production, and CHST-certified training video services as outlined in Exhibit A – Proposal.
1.1 Informational Advisory Media: PSP provides Supplemental Advisory Media and training content only. PSP does not provide on-site supervision, does not have the authority to direct "means and methods" of work, and does not replace the Client’s required on-site Safety Director or Supervisor.
1.2 Competency Gap Acknowledgement: Client acknowledges that "Video-Only" training is an awareness tool. Per Cal/OSHA standards, tasks requiring psychomotor skills (e.g., Fall Protection, Respirator Fit) require on-site physical demonstration of competency. PSP provides "Field Verification Checklists" for Client supervisors to perform these required physical sign-offs.
1.3 Non-Delegable Duty: Client acknowledges it maintains a non-delegable duty to provide a safe workplace and is solely responsible for the execution of safety protocols.
2.1 Production Sessions: For clients on a Managed Retainer, site visits are limited to one (1) Production Session per month at a primary location. A Session is defined as the period required to capture the agreed-upon Forensic Evidence and A-Roll. Once the Capture List is complete, the Session concludes.
2.2 Travel Surcharge: Any site beyond a thirty (30) mile radius of San Pedro, CA (90731) is subject to a Travel Surcharge of $250.00 per hour, inclusive of drive time and fuel.
2.3 Proxy Capture: All secondary site locations shall be audited via "Proxy Capture" (Client-submitted media) as outlined in the *Foreman’s Capture Guide*.
II. Term, Termination & Vesting
3.1 Term: This Agreement commences upon execution and continues until final delivery or termination.
3.2 Termination for Convenience: Either party may terminate this Agreement at any time by providing thirty (30) days written notice. Client shall pay for all services rendered up to the final date of the notice period.
3.3 Retainer Non-Refundability: Monthly retainer payments are non-refundable. If termination notice is provided mid-month, the final month's retainer is not prorated.
4.1 Vesting Schedule: High-value annual assets, including the Cinematic Identity Film and the Annual Broker Defense Packet, vest after six (6) months of continuous service.
4.2 The Clawback: In the event this Agreement is terminated by the Client prior to the 12-month mark, any Annual Deliverables already provided will be re-billed at the full One-Time Project Rate ($12,000.00 each). The difference between the retainer portion paid and the Project Rate shall be due and payable immediately upon termination.
III. Financial Protection & Payment
5. Fee and Payment Schedule: All payments must be made via ACH or wire transfer per the PSP ACH Authorization Form.
- One-Time Projects: 50% deposit at signing; 50% upon final delivery.
- Monthly Retainers: Invoices due on the first (1st) of each month.
- Late Fees: Invoices overdue by seven (7) days will incur a 5% late fee. PSP reserves the right to suspend all services until past-due payments are received.
IV. Liability & Intellectual Property
6.1 Liability Assumption: Compliance with safety requirements is the sole responsibility of the Client. PSP is not liable for any accidents, injuries, or incidents occurring on-site.
6.2 Crawford Defense Waiver: PSP is an Advisory Media vendor, not a construction subcontractor. Client explicitly waives the right to "Tender the Defense" to PSP under *Crawford v. Weather Shield* for site-level incidents. PSP’s duty to defend is limited to claims arising from direct instructional errors in the media content.
7. Limitation of Liability: In no event shall PSP’s liability under this Agreement exceed the total fees paid by the Client to PSP in the six (6) months prior to the claim. PSP shall not be liable for any indirect, incidental, or consequential damages.
8.1 Ownership: PSP retains 100% ownership of all raw footage, original music, graphics, and creative design concepts.
8.2 Usage License: Upon final payment, Client is granted a non-transferable, perpetual license for internal training use only.
8.3 Anti-Resale/Sharing: Client is strictly prohibited from reselling, licensing, or distributing PSP assets to third parties (including subcontractors or insurance brokers) without express written consent.
8.4 Data Sovereignty (Tier 3 Only): Access to raw, unedited site-specific footage for use in Legal Defense or AI training is reserved exclusively for clients on the Identity Anthem tier.
V. Governing Law & Jurisdiction
9. Governing Law: This Agreement shall be governed by the laws of the State of California. Any disputes shall be resolved in courts located in Los Angeles County.
10. Entire Agreement: This Agreement, together with Exhibit A (Proposal), constitutes the entire understanding. No modification shall be valid unless in writing and signed by both Parties.
In Witness Whereof, the parties have executed this Agreement.
Pro Safety Productions
Signature (Andrew Wentzel, Owner)
Date
Client: [CLIENT NAME]
Signature
Title & Date