1. Clearance. Unless otherwise agreed by Discord in writing, Provider will submit all scenarios, scripts and print copy for creative materials for pre-clearance, either by Discord or any third-party network or platform. Except as otherwise agreed by Discord in writing (which may be given via email), such clearance will be obtained before the initial photographing, broadcasting, telecasting, or print production or before the initial exhibition of any motion picture, slide, film, commercial or print advertisement.
2. Production; Bidding.
2.1 Provider will comply with any production guidelines, in addition to this Production Services Appendix, provided by Discord in writing from time to time.
2.2 Provider and Discord will mutually agree upon all bidding specs and bidding schedule to be presented to all bidders.
2.3 If Provider submits a bid from a Provider Affiliate, Provider will prominently identify the bidder as Provider’s Affiliate on the bid.
2.4 Provider’s bid requests will require that all bidders:
(a) Submit a statement as part of their bid indicating that they have participated in an open and fair bidding process and that they are not aware of any illicit bidding behavior. The statement should remind bidders that complementary bidding may be viewed as a per se violation of the US antitrust laws, for more information visit: https://www.justice.gov/atr/price-fixing-bid-rigging-and-market-allocation-schemes.
(b) Submit all bids to Provider and copy Discord or its designees on all submissions (including any post-submission negotiations/correspondence).
(c) Provider will identify in writing to Discord whether a planned production will take place in a state which offers production tax incentives. Discord will work with Provider and the applicable producer to conduct the production in a manner that ensures the anticipated incentives are able to be earned.
(d) Provider will ensure that all agreements with third parties require such parties to pass back to Discord any rebates and incentives received by applicable third parties, unless otherwise agreed in writing by the Discord.
3. Talent. Unless otherwise agreed by Discord in writing, Provider will directly engage (or may engage via an outside service (“Talent Payment Service”)) all performers and models (“Talent”) included or will include in Deliverables, but in no event will such Talent be considered Discord’s employee. Provider, or Talent Payment Service, if applicable, will be responsible for the payment of all applicable withholding taxes and filings, workers compensation claims and premiums, and the rates, use, reuse fees, and other obligations as may arise out of the employment of such Talent, including, but not limited to, obligations under any Guild Agreements. Provider or Talent Payment Service, as applicable, will be solely liable for payments to and on behalf of, Talent that may become due because of Discord’s use of the Talent’s services. Provider must include estimates of Talent payments and related Guild Agreement fees in production estimates prior to production.
4. Network or Platform Requirements. To the extent that any third-party network or platform requirements apply to the Deliverables, Provider will ensure that Deliverables comply with such standards.
5. Guild Agreements. Nothing in the MSA authorizes Provider to act as agent for or conduct business in the name of Discord. Provider may not enter into any agreements on behalf of Discord, including any including licenses, sponsorships, co-marketing agreements, online platform services, or online terms of service. As between the Parties, Provider is solely responsible for all liabilities and obligations that Provider may incur under any Guild Agreement. For avoidance of doubt, nothing in this MSA authorizes Provider to (a) incur, on Discord’s behalf, any obligations to any talent, or under any Guild Agreement; or (b) cause Discord to enter into any Guild Agreement.