Business Episode Template

Business Episode Template

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

WHEREAS

WHEREAS, Client engages Producer to create a discrete business episode to be published as part of a series entitled "" for the Episode Number: , and related materials (the Episode);

WHEREAS, Producer has represented that it possesses the expertise, personnel and equipment necessary to perform pre-production, production and post-production services for the Episode in accordance with the terms set forth herein;

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

Scope of Work

Deliverables include but are not limited to: final master of the Episode in agreed format, one promotional clip, and associated transcripts where applicable. Format and runtime target: .

Draft Due Date:    Final Delivery Date:

Payment Terms

Total Fee: .

Deposit (due upon execution): . Balance (due upon final delivery): .

Late Payment: If any amount due is not paid within days of invoice, Client shall incur a late fee of per month on the outstanding balance, or the maximum lawful rate if lower, together with all costs of collection.

Term and Termination

Term Commencement Date: . Expected Termination Date: .

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured for days following written notice. Client may terminate for convenience upon payment of all fees for work performed and reasonable wind-down costs.

Confidentiality

 The parties acknowledge that, in connection with the performance of this Agreement, each may disclose Confidential Information. For purposes of this Agreement, Confidential Information means non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information.

Each party shall: (a) hold Confidential Information of the other party in strict confidence; (b) use Confidential Information solely for performance under this Agreement; and (c) not disclose Confidential Information except to its employees, contractors or professional advisers who have a need to know and who are bound to obligations of confidentiality at least as protective as those herein. Confidential Information does not include information that: (i) is or becomes publicly known through no breach by the receiving party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and opportunity to seek protective relief.

Intellectual Property and License

Unless otherwise agreed in writing, Producer retains ownership of original materials created by Producer (the Producer Materials). Upon full payment, Producer grants Client a non-exclusive, worldwide, perpetual license to use the final delivered Episode and associated deliverables for Client's business purposes. Client shall not alter credits or remove Producer attribution where reasonably requested.

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. Exclusive venue for disputes shall be the courts located within the applicable county, unless the parties mutually agree otherwise in writing.

Entire Agreement

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

Miscellaneous Provisions

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets.

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