Business Production Guidelines

BUSINESS PRODUCTION GUIDELINES

This Business Production Guidelines document (the "Guidelines") is entered into effective as of by and between ("Client") and ("Producer"). These Guidelines set forth production standards, obligations, schedules and administrative requirements applicable to the production services to be performed by Producer for Client.

WHEREAS

WHEREAS, Client has engaged Producer to perform production services as described in an accompanying agreement or statement of work and the parties wish to define consistent production standards and administrative procedures to govern such services.

WHEREAS, these Guidelines are intended to clarify scope, scheduling, quality control, invoicing and confidentiality expectations, and to reduce disputes by establishing objective procedures for acceptance and remediation of production deliverables.

SCOPE OF WORK

PRODUCTION STANDARDS AND DELIVERABLES

Producer shall perform all work in a professional manner consistent with industry standards, using suitably qualified personnel and resources. Deliverables must conform to the technical specifications and quality criteria set forth below and in the scope of work.

DELIVERY SCHEDULE AND ACCEPTANCE

Producer shall deliver milestones and final deliverables according to the agreed schedule. Client shall review delivered items within business days and provide written acceptance or a detailed rejection notice referencing the specific acceptance criteria. Absent timely notice, deliverables shall be deemed accepted.

PAYMENT TERMS

Client shall pay Producer in accordance with the terms below. All amounts are stated in the currency agreed by the parties.

Late payments shall accrue interest at a rate of percent per month (or the maximum allowed by law if lower). Client shall also reimburse Producer for reasonable collection costs and attorneys' fees incurred to recover past-due amounts.

TERM AND TERMINATION

This Agreement and the Guidelines commence on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon written notice to the other party given at least days prior to the termination date. Either party may terminate immediately for material breach that remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and approved deliverables completed through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") will maintain in strict confidence all non-public information disclosed by the other party (the "Disclosing Party") that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall not use Confidential Information except to perform its obligations under these Guidelines and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that: (a) is or becomes publicly known through no breach by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Upon termination or upon request, the Receiving Party shall return or destroy Confidential Information, at Disclosing Party's election.

INTELLECTUAL PROPERTY

Unless otherwise expressly agreed in writing, all preexisting intellectual property of each party remains the sole property of that party. Subject to Client's timely payment in full, Producer assigns to Client all right, title and interest in and to deliverables created specifically for Client under these Guidelines (excluding Producer's proprietary tools, templates and general know-how), and Producer shall, to the extent permitted by applicable law, execute assignments and take reasonable actions to effectuate such assignment.

LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE GUIDELINES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PRODUCER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

GOVERNING LAW

These Guidelines shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for any dispute arising under these Guidelines.

ENTIRE AGREEMENT; AMENDMENT

These Guidelines, together with any referenced statement(s) of work or attachment(s) executed by the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements and understandings. No amendment or waiver of any provision of these Guidelines will be effective unless made in writing and signed by authorized representatives of both parties.

NOTICES

ADDITIONAL ADMINISTRATIVE ITEMS

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