Business Production Document

BUSINESS PRODUCTION DOCUMENT

This Business Production Document (the "Agreement") is entered into as of Effective Date: by and between:

RECITALS

WHEREAS, Client is engaged in the business of marketing, distribution, and related commercial activities and desires to procure production services described herein; and

WHEREAS, Producer possesses expertise, personnel, equipment and facilities necessary to perform production, post-production, and related creative services for Client; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the production services to be provided by Producer to Client on the terms and conditions contained in this Agreement.

SCOPE OF WORK

Producer shall provide the services and deliverables described above in a professionally diligent manner, consistent with industry standards. Client shall provide timely approvals, materials and access as reasonably necessary for Producer to perform. Any material change to the scope shall be set forth in a written Change Order signed by both parties, specifying adjustments to fees, schedule and other terms.

DELIVERABLES AND ACCEPTANCE

Deliverables shall be delivered in the formats and on the schedule set forth in the Scope of Work. Client shall have a period of calendar days following delivery to review and either accept or provide written rejection specifying defects or nonconformities. If Client fails to provide timely written rejection, the Deliverable shall be deemed accepted.

PAYMENT TERMS

Unless otherwise agreed in writing, Producer shall invoice Client in accordance with the Payment Schedule. Payment is due within days of invoice receipt. All payments shall be made in lawful currency and without set-off, deduction or withholding unless required by law.

In the event of late payment, Client agrees to pay the Late Payment Fee specified above and to reimburse Producer for reasonable costs of collection, including attorneys' fees. Failure to pay when due shall be a material breach permitting Producer to suspend work after seven (7) days' written notice.

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 convenience upon giving the other party written notice in accordance with the notice period above. Either party may terminate immediately for material breach by the other party that remains uncured for ten (10) days after written notice of such breach. Termination shall not relieve Client of its obligation to pay for services performed and reasonable wind-down costs incurred through the effective date of termination.

CONFIDENTIALITY

For the purposes of this Agreement, "Confidential Information" means non-public business, technical, financial or other information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall (i) hold Confidential Information in strict confidence, (ii) use it only to perform obligations under this Agreement, and (iii) not disclose it to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is independently developed, already known to the receiving party, or becomes publicly known through no fault of the receiving party. The obligations of confidentiality shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, Client shall own final, delivered materials created specifically for Client pursuant to this Agreement upon full payment (the "Work Product"). Producer hereby assigns to Client all right, title and interest in such Work Product. Producer retains ownership of its pre-existing materials, tools, techniques and general know-how, and grants Client a royalty-free license to any Producer-owned elements incorporated within the Work Product to the extent necessary for Client's use as contemplated by this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, wilful misconduct, or violation of law. The indemnified party shall provide prompt written notice of any claim and cooperate in defense; failure to provide prompt notice shall not relieve the indemnifying party except to the extent prejudice results from the delay.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified above, without regard to its conflicts of law principles. The parties agree to attempt good faith negotiation to resolve any dispute arising out of this Agreement. If negotiation fails, either party may seek relief in the state or federal courts located in the jurisdiction specified above.

ENTIRE AGREEMENT

This Agreement, including all exhibits and any Change Orders executed in writing by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, communications and agreements, whether oral or written. Any amendment or waiver must be in writing and signed by duly authorized representatives of both parties.

NOTICES

All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate by written notice. Notices are effective upon receipt if personally delivered, one (1) business day after deposit with a nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

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