Business Cast Contract

Business Cast Contract

This Business Cast Contract (the Agreement) is entered into as of between Client Name: with Address: and Producer Name: with Address: .

WHEREAS

WHEREAS, Client desires to engage Producer to develop, produce, record and deliver a business cast (the Cast) described in this Agreement for use in Client's commercial, promotional, educational and internal communications; and

WHEREAS, Producer has the professional expertise, personnel and equipment necessary to perform the services and deliver the final media and related materials (the Deliverables) in accordance with the Scope of Work set forth below; and

WHEREAS, Client and Producer desire to set forth their respective rights and obligations concerning production, payment, confidentiality and ownership of materials.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Invoices shall be payable within days of invoice receipt. Overdue amounts shall incur a late fee of , plus reasonable collection costs and attorneys' fees.

TERM AND TERMINATION

Term Commencement Date: — Term End Date: .

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for material breach shall be effective immediately upon delivery of written notice describing the breach if the breach is not cured within thirty (30) days after receipt of notice, or such longer cure period as the parties may agree in writing.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed orally, in writing or by inspection that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) use Confidential Information only for the purposes of performing its obligations under this Agreement; (b) restrict disclosure to employees, contractors or agents on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein; and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes publicly known without breach, was known to receiving party prior to disclosure, was independently developed without reference to Confidential Information, or is required to be disclosed by law.

INTELLECTUAL PROPERTY; LICENSES

Producer shall retain ownership of any pre-existing intellectual property and production tools used in creating the Deliverables. Subject to full and timely payment of all amounts due, Producer grants Client a perpetual, non-exclusive, worldwide license to use, reproduce, distribute and publicly display the Deliverables in all media for Client's business purposes. Transfer of exclusive ownership of underlying raw materials or master files requires a separate written assignment and additional consideration. Client represents that any materials it provides (scripts, logos, third-party content) are either owned by Client or Client has procured all necessary rights and releases.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement. Producer warrants that the Deliverables will materially conform to the Scope of Work. EXCEPT AS EXPRESSLY PROVIDED, ALL WARRANTIES ARE DISCLAIMED, AND NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES. Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's breach of representations, infringement of third-party rights, or willful misconduct, subject to the indemnified party providing prompt written notice and reasonable cooperation.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located within that State for resolution of disputes.

ENTIRE AGREEMENT; AMENDMENT

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

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. No waiver of any breach shall be deemed a waiver of any subsequent breach. The parties acknowledge that monetary damages may be inadequate and that each party may seek injunctive relief to enforce obligations concerning Confidential Information and intellectual property.

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