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Pending legal reviewVersion 1.0. Effective upon acceptance.
This agreement is a draft pending review by counsel. It can change before it is approved; you will be asked to accept any new version.
This is the template. In each booking the bracketed fields are filled from the agreed quote, and the signed copy is bound to that quote’s fingerprint.

Production Statement of Work

Version 1.0. Effective upon acceptance.

Booking reference: [booking_ref] · Quote hash: [quote_hash]

This Production Statement of Work (this "SOW") is part of the Contract Packet for the Booking identified above. It describes how the Deliverables will be made, reviewed and delivered. It is issued under, and incorporates, the Booking Order, the AI Likeness and Digital Replica Rider (the "Rider"), the ICONS Terms of Service, the Acceptable Use and AI Content Policy and, as applicable, the Brand Terms, the Talent Participation Agreement and the Agency Platform Agreement. Capitalized terms not defined here have the meanings given in those documents.

Production is one of three separate products in a Booking. This SOW covers Production only. It does not grant any License to use Likeness (which is governed solely by the Rider and the Booking Order) and does not create any obligation to post (which is governed solely by the Distribution Schedule, if one is part of the Booking). Nothing in this SOW expands the Likeness rights stated in the Rider.

1. Parties and production mode

The parties to this Booking are:

[parties]

The production mode for this Booking is [production_mode].

(a) Platform-Managed Production. If the production mode is Platform-Managed, mjonesone, LLC, doing business as ICONS, is the production vendor for this Booking and is responsible for producing the Deliverables using the approved vendors listed in Section 7. In that role ICONS is a party to the production work, but it is not the Brand's agent, the Talent's agent or an employer of the Talent.

(b) Talent-Managed or Agency-Managed Production. If the production mode is Talent-Managed or Agency-Managed, the Talent or the Agency (the "Producer") is responsible for producing the Deliverables, and ICONS provides the workspace, review tools, approval records and release controls but does not produce the Deliverables. In this SOW, "Producer" also means ICONS when production is Platform-Managed.

2. Deliverables and specifications

The Producer will create the following Deliverables, to the specifications stated (format, duration or image count, aspect ratios, resolution, language, captions and any other stated requirement):

[deliverables]

Campaign: [campaign_title]. Advertiser product: [product]. Likeness modalities that may be depicted, as authorized in the Rider: [modalities].

The specifications above, together with the approved brief in the campaign room, are the "Agreed Specification". Comments, messages and suggestions in the campaign room do not change the Agreed Specification. Only a signed change order under Section 10 changes it.

3. Schedule

(a) Target delivery. The Producer will use commercially reasonable efforts to deliver the final Deliverables for approval by [delivery_due], provided that the Brand and the required approvers meet the review timelines in Section 4 and the Brand supplies the materials it is responsible for on time.

(b) Start of work. Work under this SOW begins only after (1) all required signatures on the Contract Packet are complete, (2) ICONS has received an authoritative success event from the Processor confirming that the Booking is funded, and (3) the current campaign consent in the Rider is valid. No render, generation job or paid vendor work will start before then. A browser redirect or a payment authorization is not funding.

(c) Review timelines. Each required approver will respond to each review request within two business days unless the Booking Order states otherwise. ICONS sends reminders and may escalate overdue reviews to an operator. The delivery date moves by the length of any delay caused by an approver who does not respond on time or by late Brand materials.

(d) Silence is not approval. No script, storyboard, preview or final asset is approved because an approver did not respond. In particular, Talent silence never becomes approval of any use of their Likeness.

4. Preproduction approval

(a) Script and storyboard. Before any rendering or generation, the Producer will prepare a script and a storyboard or keyframes for each Deliverable that has narrative, dialogue or a described scene. Still-image Deliverables require a shot list or reference description instead.

(b) Two kinds of review. The Brand reviews the script for message, product details, claims and calls to action. The Talent, and any other creative approver named in the Booking's approval policy, reviews it for identity, depiction and permitted use under the Rider. Rendering may begin only after every required approver has approved the current version.

(c) Copy is a draft. Any script or copy produced with the help of AI tools is a draft until approved. The Producer will not write invented personal testimonials, invented personal experiences or unapproved product claims. The Brand remains solely responsible for substantiating its product claims.

(d) Versioning. Every script, storyboard, preview and final asset is stored as a numbered version with a file hash. An approval applies only to the exact version approved. Replacing or editing a file creates a new version and resets the approvals for that version.

5. Revisions

(a) Two consolidated rounds. The Brand and the creative approvers together receive two consolidated revision rounds per asset set, unless the Booking Order states a different number. "Consolidated" means each round's comments are collected from all approvers and delivered to the Producer in one set. Comments delivered piecemeal within a round count as one round once the round closes.

(b) Three kinds of change request. Each change request is recorded as one of the following:

  • Correction: a change needed because the Deliverable does not meet the Agreed Specification or the approved script, or because of a technical defect (for example, wrong aspect ratio, wrong duration, incorrect product or logo rendering, artifacts in hands or text, a misspelled caption). Corrections do not consume a revision round and are made at no additional charge.
  • In-scope revision: a change of preference within the Agreed Specification and approved script (for example, a different take, pacing, color grade, framing or wording within the approved message). In-scope revisions consume a revision round.
  • Scope expansion: a change that requires a new concept, new product, new language or localization, a different duration, additional outputs, additional aspect ratios beyond those specified, new rights or a new depiction of the Talent. Scope expansions require a change order under Section 10.

(c) Disagreements. If the parties disagree about which kind of request a change is, an ICONS operator decides, based on the Agreed Specification, the approved script and the version history, and records the reason. Any party may dispute the operator's decision under the dispute terms in the Terms of Service.

(d) Rounds after approval. Once a final asset is approved by all required approvers, further changes are a new revision request and, if no rounds remain, require a change order.

6. Quality checks

(a) Checks before review. Before presenting a preview for approval, the Producer will check each Deliverable for:

  • Likeness fidelity, and that only the modalities authorized in the Rider are depicted.
  • Voice authorization, where any voice is used.
  • Continuity between shots and scenes.
  • Artifacts, including in hands, faces, text and logos.
  • Product and logo accuracy against materials supplied by the Brand.
  • Aspect ratio, duration, resolution and file format.
  • Captions and on-screen text, including required disclosures.
  • Music, font and stock rights.
  • Prohibited content under the Acceptable Use and AI Content Policy, including any depiction of minors, explicit sexual content, deceptive endorsement or an excluded category: [excluded_categories].

(b) A quality pass is not consent. Passing technical quality checks does not mean the Talent has approved the Deliverable or consented to any use. Talent approval is a separate recorded decision.

7. Previews, vendors and tools

(a) Watermarked previews. All previews shown for review are watermarked and made available only to booking participants through short-lived signed links. Clean, unwatermarked masters are not released before final approval and the release gate in Section 8.

(b) Approved vendors. The Producer may use only the following production vendors and tools for this Booking:

[vendors]

The Producer will not use any other vendor or tool that receives the Talent's Likeness, private reference images or voice without a signed change order and, where the Rider requires it, fresh Talent consent. If an approved vendor rejects the job, ICONS may route it to another approved vendor only within the consent and cost scope already signed.

(c) Vendor terms. The Producer will select vendors whose terms permit the work, and will configure each vendor, where the vendor offers the option, so that inputs and outputs are not used to train the vendor's general models. The Producer will record, for each generation job, the vendor, model and version, job identifier, prompt hash, approved source references, generated duration, spend, attempt count, status and output hash. ICONS records each vendor's deletion status after the Booking. Some vendors retain data under their own terms or cannot technically remove information from a trained model; ICONS will not promise deletion or unlearning that a vendor cannot deliver, and will tell the Talent what the vendor's terms provide.

8. Delivery and release

(a) Release gate. A clean Deliverable is released to the Brand only when all of the following are true: the Booking is funded; the campaign consent in the Rider is current and valid; all required script and final approvals are current for the exact version being released; the License window permits release; and no dispute, safety hold or takedown hold blocks release.

(b) Rights Manifest. At release ICONS issues a Rights Manifest listing the booking reference, the named licensee ([brand_legal_name]), the hash of each Approved Final Asset, the permitted channels ([channels]), territory ([territory]), License start and end ([license_start] to [license_end]), paid-media limits ([paid_media]) and required disclosures. Only files listed in the Rights Manifest are Approved Final Assets.

(c) Delivery method. Approved Final Assets are delivered through short-lived signed links in the campaign room. The Brand is responsible for storing its copies securely and for using them only as the Rider and Booking Order allow.

(d) Acceptance. Final approval by all required approvers is acceptance of Production for payment purposes under the Payment and Cancellation Schedule. Restricted previews made available for review do not grant any advertising or public use rights.

9. Budget, attempts and spend

(a) Budget cap. The total production spend for this Booking, including vendor compute, editing, voice, music and localization costs, will not exceed [budget_cap] without a signed change order. For Platform-Managed Production, ICONS bears any internal cost above the quoted production price within the Agreed Specification; the Brand pays only the price in the Booking Order.

(b) Attempt limits. Each shot is limited to five paid generation attempts by default, unless the Booking Order states otherwise. ICONS reserves estimated spend before each job. If the attempt limit or budget cap is reached without an acceptable result, work stops and an operator reviews the job and offers a revised approach, a revised schedule, a change order or cancellation under the Payment and Cancellation Schedule. The Producer will not keep spending because no acceptable result has yet appeared.

(c) Timeouts and retries. If a vendor job times out, the Producer checks the vendor's status for the existing job before submitting again, so that the same work is not charged twice.

10. Change orders

Any material change after funding, including any scope expansion under Section 5, a change of product or category, a new depiction, additional outputs, new territory, new channels or extended term, requires a priced change order. A change order states the new scope version, the price and any change to the schedule; it requires reapproval and signatures by the required parties; and, where it adds cost, it requires additional funding before the changed work starts. Previous approvals do not approve replacement content. ICONS will not charge a saved payment method for a change order without the Brand's express authorization of that specific change order. If the Brand changes its product category after agreement, production stops until a new consent and Quote are signed.

11. Private reference images and data

(a) Limited permission. Private reference images, voice samples and other source material the Talent provides (the "References") may be used only to produce the Deliverables for this Booking, only by the Producer and the approved vendors in Section 7, and only to the extent the Rider permits. References are not exposed to every producer by default; access is limited to the people and vendors assigned to this Booking.

(b) No training. No party may use the References, the Talent's Likeness or any Deliverable to train, fine-tune or evaluate a general AI model, or to build a reusable likeness model, embedding, face model or voice model, unless the Talent has given a separate, explicit written consent for that specific purpose with the vendor's retention terms disclosed. No such consent is given by this SOW.

(c) Retention. References are kept for the duration of the Booking and deleted in line with the ICONS Privacy Policy and the Rider, subject to active work, disputes and legal holds.

12. Talent-Managed and Agency-Managed Production

If the Producer is the Talent or an Agency:

(a) Uploads. The Producer will upload each preview and final master as a versioned file through the ICONS secure upload links. Files delivered outside ICONS are not Deliverables under this Booking.

(b) Attestations. With each upload the Producer attests that (1) each vendor and tool used permits the work and was configured as required by Section 7(c), (2) the Producer holds all necessary rights in source materials, music, fonts and stock, and (3) no person's identity or Likeness is used without authorization other than the Talent's Likeness as permitted by the Rider.

(c) No self-approval. The Producer cannot mark its own work as approved by the Brand. The same script approval, versioning, two revision rounds, release gate and change order rules in this SOW apply.

(d) Production fee. Any Talent or Agency production fee is stated in the fees table in the Booking Order and Payment and Cancellation Schedule, and is payable on accepted delivery.

13. Late delivery and inability to deliver

(a) Notice. The Producer will notify the other parties through the campaign room as soon as it becomes aware that the delivery date is at risk.

(b) Options. If delivery cannot meet the date for reasons not caused by the Brand or an approver, an ICONS operator will offer a revised schedule. If the revised schedule is not acceptable to the Brand, the Brand may cancel the affected Production component and receive a refund of unearned amounts under the Payment and Cancellation Schedule.

(c) License dates. If delivery is late, License dates move only under the rule stated in the Booking Order or by a signed amendment.

(d) Safety holds. ICONS may immediately freeze new generation and future delivery while it investigates a safety complaint, a suspected unauthorized use or a dispute. Time spent on a hold extends the schedule.

14. Ownership of production materials

Ownership of Deliverables and any intellectual property in them is as stated in the Booking Order and the Rider. Regardless of ownership of any file, no party may use the Talent's Likeness in any Deliverable except within the License stated in the Rider and Booking Order. Working files, unused takes and rejected outputs are not Approved Final Assets and may not be used publicly by anyone.

15. Sandbox Mode

While the Service operates in Sandbox Mode, no funds are captured, no vendor is paid for live work on this Booking, signatures are test records and are not legally executed contracts, and any production outcome is labeled sandbox. This SOW has no binding effect while the Booking is in Sandbox Mode.

16. General

This SOW is governed by the laws of the State of California, and disputes under it are resolved under the dispute resolution section of the Terms of Service. If this SOW conflicts with the Booking Order or the Rider, those documents control as stated in the order of precedence in the Booking Order. Notices to ICONS go to legal@iconsai.com.

Signatures

Each required party signs electronically in the ICONS campaign room. The signature record holds the signer's typed name, role, organization, date and time, and this document's fingerprint, and binds only to the Quote Hash shown above.

SHA-256 0a3ea0d49ece7d0841fb39f526a6c73344ac6f5fb37aecbbf45ca369e00ef355