Award Bumpers Agreement

AWARD BUMPERS AGREEMENT

This Award Bumpers Agreement (the "Agreement") is entered into as of Effective Date: by and between Award Organizer: with principal address and Production Contractor: , with principal address .

Recitals

WHEREAS, Organizer produces an awards presentation and requires short audiovisual bumpers, graphics, and related creative elements ("Award Bumpers") to identify and promote awards categories during the event; and

WHEREAS, Contractor is engaged in the business of producing short-form audiovisual content and has represented that it has the personnel, creative resources, and technical capability to produce the Award Bumpers in accordance with Organizer's specifications; and

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

Scope of Work

Contractor shall produce the Award Bumpers in accordance with the specifications set forth in the Description of Services and deliver the finished deliverables ("Deliverables") in the formats and by the delivery dates set forth in the payment schedule below. Contractor shall provide up to rounds of reasonable revisions per Deliverable as part of the Fee. Additional revisions shall be billed at Contractor's standard hourly rate unless otherwise agreed in writing.

Payment Terms

Unless otherwise stated in the Payment Schedule, all invoices are due within days of invoice date. Late payments shall accrue interest at per month (or the maximum lawful rate, if lower) on the unpaid balance, and Organizer shall be responsible for any collection costs and reasonable attorneys' fees incurred by Contractor in collecting overdue amounts.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within after written notice. Termination for convenience by Organizer requires prior written notice and payment for work performed and non-cancellable commitments made by Contractor through the effective date of termination.

Confidentiality

"Confidential Information" means non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (a) is or becomes publicly known through no breach of this Agreement; (b) is lawfully received from a third party without restriction; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or valid process, provided the receiving party gives prompt written notice and cooperates to seek confidential treatment.

Each party agrees to (i) use Confidential Information solely for performance under this Agreement, (ii) restrict access to Confidential Information to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (iii) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

  The parties agree that confidentiality obligations are mutual.

Intellectual Property and License

Contractor represents and warrants that Contractor will deliver originals and materials that are owned by Contractor or licensed for use herein, and that the Deliverables will not infringe or misappropriate any third party intellectual property rights. Contractor grants Organizer a perpetual, non-exclusive, worldwide license to use, reproduce, display, and distribute the final Deliverables in connection with the awards presentation and associated promotional activities as set forth in the Description of Services. All underlying raw materials, project files, and pre-existing Contractor intellectual property remain the property of Contractor unless otherwise assigned in writing.

Representations, Indemnity, and Limitation of Liability

Each party represents that it has full power and authority to enter into this Agreement. Contractor agrees to indemnify, defend and hold Organizer harmless from and against any third-party claims arising from Contractor's breach of its representations or from Contractor-delivered materials, except to the extent such claims arise from Organizer's materials or instructions. Except for willful misconduct or gross negligence, neither party will be liable to the other for incidental, consequential, or punitive damages. The total aggregate liability of either party arising under or in connection with this Agreement shall not exceed the total Fees paid by Organizer to Contractor under this Agreement.

Acceptance and Delivery

Deliverables will be delivered to Organizer in the formats specified in the Description of Services. Organizer shall review delivered materials and provide written acceptance or reasonably specific written rejection within after receipt. Failure to provide acceptance or rejection within that period shall constitute deemed acceptance.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located in the selected jurisdiction, and each party submits to the exclusive jurisdiction and venue of such courts.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Notices under this Agreement shall be given in writing to the addresses set forth above. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

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