The Tanori Group, LLC General Terms and Conditions

Updated July 13, 2010

1. Clients are expected to pay The Tanori Group, LLC 50% of the agreed upon contract fourteen (14) business days before work is to commence unless credit/terms are established in advance that are acceptable to The Tanori Group, LLC If credit/terms are approved, payment for services in total shall be due and payable within thirty days of the invoice date or interest of 3% per month on the unpaid balance will accrue and will be due and payable on amounts outstanding more than thirty days and thereon. Prompt payment for the remainder of agreed upon contract is expected for work performed without regard to whether the client has settled their account.

2. The Tanori Group, LLC will not commence work on any project until a signed purchase order, contract, or equivalent signed document has been provided by the Client.

3. Cancellations made on short notice will result in charges to the Client. Cancellations made with less than one (1) business day’s notice will be billed at 100% of the value of the services reserved; cancellations made with less than two (2) business day’s notice will be charged at 50% of the value of the services reserved.

4. Each party reserves the right to terminate a contract for good cause prior to the conclusion of the agreed term. Terminating party must provide a seven (7) day written notification of its intent to terminate setting forth all grounds which termination is based. Upon client termination of the agreed term, clients will remain liable to pay in full for all work previously commenced and in progress by The Tanori Group, LLC unless other written agreements are reached in advance. Any monies (excluding the deposit) held on account and unused will be returned subject to a 5% administration charge.

5. Out of pocket expenses (i.e. parking, extra equipment rentals, shipping, messenger services, transportation charges, tolls and fees, telephone charges, color photocopying, photography and prints, disk or tape duplications, creation of audio and video streaming files, travel accommodations, fax charges, etc.), incurred in the process of performing services for a Client are charged in addition to fees for services.

6. Transportation requirements will be negotiated and paid for before any shoot begins, this includes airline, train and equipment transportation. Travel to and from one location in Manhattan is included at no extra cost in the prices quoted. Also, travel to and from a 30 mile radius in the greater Los Angeles are is included at no extra cost. Travel costs to second or other locations will be provided by the client. Travel costs outside Manhattan

and thre greater Los Angeles area are based on fair accepted IRS standard’s (i.e. 50 cents per mile for auto travel and, for multi-day trips, the State accepted per diem for the location and business class accommodations).

7. Production full-day rates are based on a ten hour day (portal-to-portal) which includes one hour of lunch for the crew (If demands of the production require crew to work while they eat, the Client is expected to pay for meals). Overtime rates after a ten (10) hour day will be 15% of the agreed upon production quote at an hourly rate. In addition, overtime rates after a twelve (12) hour day will be 20% of the agreed upon production quote at an hourly rate.

8. Production half-day rates are based on five hours (portal-to-portal) during three time periods: Morning/7AM-Noon; Mid-day/Noon-5PM; and Evening/5PM-10PM.

9. Minimum booking is based on a half-day rate. Travel Days are based on Half-Day rates regardless of duration of travel, and, international travel is based on full day rate.

10. Prices quoted for fees are exclusive of videotape stock (Including DVD’s), digital file storage, and taxes, unless otherwise noted.

11. Payments made to The Tanori Group, LLC may be processed by credit card through Pay Pal (Credit Card Fee Applies), company check, cash, and/or bank transfer. All checks must be made payable to The Tanori Group, LLC. Clients returned checks will be charged 5% of the check amount, and will need to resubmit a certified bank check and/or cash payment.

12. Clients are solely responsible for the copyright and licensing of property used in their productions. Clients shall hold harmless The Tanori Group, LLC and indemnify us against any suits, claims, losses or other liability made against or suffered arising out of the production, distribution, processing, or exhibition of any programs on which The Tanori Group, LLC worked for the Client. This indemnification extends to any claim of, infringement of, any patent, copyright, trademark, or any proprietary right, at common law, or claim of unfair trade or of unfair competition. The Tanori Group, LLC reserves the right to refuse to use, publish or broadcast any information that would breach copyrights, or which is libelous, defamatory or illegal. If information provided to The Tanori Group, LLC is presumed unsuitable for use, The Tanori Group, LLC has the right to request the Client to secure proper copyright clearances for implementation.

13. Client acknowledges that upon final payment of full fees due upon completion of the agreed upon project. The Tanori Group, LLC hereby assigns the Client with full title guarantee of all present and future copyright and other intellectual property rights arising in the content.

14. No insurance or any other guaranteed of safety of Client property is provided by The Tanori Group, LLC nor shall The Tanori Group, LLC be held responsible for loss or damage caused as a result of third party action or failure.

15. Video, film, or music content and finals will not be released publicly by The Tanori Group, LLC only until the client approves all content in writing as complete, satisfactory and ready for release.

16. Clients project specifications must be clearly defined to The Tanori Group, LLC in writing (via e-mail, fax, letter) before commencement of work, and, any ensuing changes to the project thereafter. Major alterations to a project, not agreed prior to the commencement of work, must be made subject to a further written agreement.

17. Agreements between The Tanori Group, LLC and Clients are fully integrated.  There is no other collateral agreement (oral or written) between The Tanori Group, LLC and Client in any manner relating to the subject matter of any reached agreement.

18. Agreements may not be amended and/or modified except in writing signed by both parties In the event of modification, Client agreements will be modified in writing at any time to amend or remove services to better suit Clients needs.

19. Any confidential or proprietary information which is acquired by The Tanori Group, LLC from a client, company, person or entity will not be used or disclosed to any person or entity, except when required to do so by law. If required, The Tanori Group, LLC will sign and adhere to the conditions of any Confidentiality Agreement used by the client.

20. Any contract requiring The Tanori Group, LLC to work under specific deadlines provided by the Client, and, within the written agreement will be deemed to include a requirement that the Client will make themselves reasonably available to communicate with The Tanori Group, LLC its contractors, assistants, and/or managers as necessary.

21. Any claims or adjustments to any project must be made in writing to The Tanori Group, LLC within seven (7) days of receipt of goods. If no claim is made within this period, the client is fully understood to have accepted the goods at the agreed contract price.

22. In the occasion a client may have cause to make any complaint about a service or final product, put a detailed complaint in writing and send via e-mail or letter this specific issue. This complaint will be acknowledged by The Tanori Group, LLC within fourteen (14) days, and, a detailed reply will be issued to the client within a further thirty (30) days thereafter.

23. In the event of the following: The Tanori Group, LLC shall be under no liability if unable to carry out any provision of the contract for any reason beyond its control including (without limiting the foregoing) natural disaster, legislation, war, fire, flood, drought, failure of power supply, lock-out, strike or other action taken by suppliers or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the client may, by written notice to The Tanori Group, LLC elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.

24. Any and all disputes that may arise between Clients and The Tanori Group, LLC regarding the terms of any Agreement negotiated shall be submitted to final and binding arbitration in accordance with Section 1280 through 1294.2 of the California Code of Civil Procedure.  The arbitrator’s award and/or ruling shall be final and binding on the parties and judgment may be entered upon it by a court of competent jurisdiction.

25. No waiver by either party of any shall be construed as a waiver of any other right.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of California.  In the event of any dispute arising from or related to this Agreement, the prevailing party shall be entitled to attorney’s fees.

26. If any provision of an Agreement is determined illegal or unenforceable, then that determination shall not affect the validity of the remaining provisions. Any conditions omitted from this list are assumed to be consistent with standard industry practice. Both parties will rely upon his or her own judgment, belief, knowledge, understanding and expertise after careful consideration with his or her own legal counsel concerning the legal effect of said Agreements under the laws of the State of California.