Business Media Letter

BUSINESS MEDIA LETTER

Service Provider Name:

Client Name:

Effective Date:    Project Reference:

RECITALS

WHEREAS, Service Provider is engaged in the business of producing, recording and delivering media and creative assets, including but not limited to photography, video recording, audio recording and edited deliverables for commercial use; and

WHEREAS, Client desires to retain Service Provider to produce the media assets described herein for the purposes set forth in this Business Media Letter, and Service Provider agrees to provide such services under the terms and conditions of this Letter; and

WHEREAS, the parties intend that this Business Media Letter shall constitute a binding agreement governing the relationship between them with respect to the Project Reference identified above.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $    Currency:

Late Payment Fee: on overdue balances, compounded monthly. Client shall also reimburse Service Provider for reasonable collection and legal costs incurred to enforce payment.

TERM AND TERMINATION

Commencement Date: .    Completion/End Date:

Either party may terminate this Letter for material breach of its terms if such breach is not cured within days after written notice. On termination for convenience by Client, Client shall pay Service Provider for all work performed and costs reasonably incurred to the effective date of termination, plus any applicable wind-down fees as set forth in the payment schedule.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to any third party Confidential Information of the other party, except to its employees, contractors or advisors who need to know for performance under this Letter and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information shall remain confidential for a period of following disclosure, unless proprietary materials or trade secrets require a longer period under applicable law.

RIGHTS, LICENSES AND RELEASE

Upon payment in full of all amounts due under this Letter, Service Provider grants to Client a non-exclusive exclusive (select applicable) license to use, copy, reproduce and display the final deliverables for the purposes specified in this Letter in perpetuity, worldwide, subject to the restrictions set forth in this section and any third-party rights. Service Provider represents that it has obtained or will obtain all necessary releases, consents and clearances for the materials delivered and that to the best of its knowledge no deliverable will infringe the rights of any third party.

Client acknowledges that Service Provider may retain and use background footage, archived material and portfolio rights for promotional, educational and demonstration purposes unless Client elects in writing to purchase exclusive ownership of raw media and intellectual property as specifically priced in the payment schedule.

WARRANTIES; INDEMNIFICATION

Each party warrants that it has full power and authority to enter into this Letter. Service Provider warrants that the services shall be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS LETTER, SERVICE PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

Client shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising from Client's use of deliverables in a manner not authorized by this Letter, Client-provided materials, or Client's breach of any representation or warranty herein.

GOVERNING LAW; VENUE

This Letter 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 in that State for any dispute arising out of or relating to this Letter.

ENTIRE AGREEMENT

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

NOTICES

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