Business Production Contract

BUSINESS PRODUCTION CONTRACT

This Business Production Contract ("Contract") is made effective as of Effective Date: by and between Client Name: with business address: , and Producer Name: with business address: .

WHEREAS

WHEREAS, Client desires to engage Producer to perform production services described herein for the project known as Project Name: ; and

WHEREAS, Producer represents that it has the necessary experience, personnel, equipment and facilities to perform such production services in a professional manner; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the production services to be provided by Producer to Client under the terms of this Contract.

SCOPE OF WORK

Producer shall perform the Services in accordance with the timetable set forth below. Proposed Commencement Date: . Estimated Completion Date: .

PAYMENT TERMS

Compensation: Client agrees to pay Producer total compensation of $ (the "Fee") for all Services and Deliverables provided under this Contract, exclusive of applicable taxes.

Deposit Amount (if any): $ due on or before Deposit Due Date: .

Late Payment: Any payment not received within days of the applicable due date shall accrue interest at a rate of , and Client shall be responsible for reasonable costs of collection.

Expenses: Client shall reimburse Producer for pre-approved out-of-pocket expenses upon presentation of receipts and documentation in accordance with the Payment Schedule.

TERM AND TERMINATION

Term: This Contract shall commence on Start Date: and shall continue until End Date: , unless earlier terminated in accordance with this Contract.

Termination for Cause: Either party may terminate this Contract for material breach by the other party that remains uncured for a period of days after written notice of breach.

Termination for Convenience: Client may terminate this Contract for convenience upon providing Producer with at least days' prior written notice, subject to payment for Services performed and documented expenses through the effective date of termination.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public business, technical, financial or other information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") either orally or in writing 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.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Contract; (b) restrict disclosure to its employees, contractors and agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) safeguard Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

Exclusions: Confidential Information does not include information that (i) is or becomes publicly available other than through breach of this Contract; (ii) is rightfully received from a third party without restriction; (iii) was known to Receiving Party prior to disclosure as demonstrated by written records; or (iv) is independently developed without the use of Confidential Information.

Duration: The confidentiality obligations shall survive termination or expiration of this Contract for a period of years.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in writing, all materials, deliverables and work product created by Producer pursuant to this Contract ("Work Product") shall be considered works for hire and, upon full payment of all amounts due, all right, title and interest in and to the Work Product shall vest in Client. Producer hereby assigns to Client all right, title and interest in and to such Work Product.

Pre-existing Materials: Producer retains ownership of its pre-existing materials, tools, methodologies and general skills, and grants Client a non-exclusive, perpetual license to any pre-existing materials incorporated into the Work Product solely to the extent necessary to use the Work Product for the purposes contemplated by this Contract.

INDEMNIFICATION & WARRANTIES

Warranties: Producer warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS PARAGRAPH, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

Indemnity: Each party agrees to indemnify, defend and hold harmless the other party from and against claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Contract, negligence, or willful misconduct.

GOVERNING LAW

This Contract shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

ENTIRE AGREEMENT

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

MISCELLANEOUS

Assignment: Neither party may assign this Contract without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

Notices: All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to such other address as the receiving party may designate by written notice.

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