Business Production Proposal

BUSINESS PRODUCTION PROPOSAL

Proposal No.:     Date:

WHEREAS

WHEREAS, Producer named above is engaged in the business of planning, coordinating, producing and delivering business audiovisual and live production services, and possesses the personnel, equipment and technical expertise necessary to perform the production work described below; and

WHEREAS, Client desires to retain Producer to provide production services for the project titled located at ;

WHEREAS, the parties intend that this Proposal, upon acceptance by Client and Producer, will constitute the binding agreement governing the production work and related services described herein.

SCOPE OF WORK

Producer will provide the production services, personnel, equipment and materials necessary to complete the following work and deliverables:

PAYMENT TERMS

Total Proposal Amount: $

Deposit (due upon acceptance): $     Balance Due: $

Late Payment: If any amount due under this Proposal is not paid within days after the invoice due date, Client shall pay a late fee equal to per month on the overdue balance, or the maximum lawful finance charge, whichever is less. Client shall also reimburse Producer for reasonable collection costs, including attorney fees, incurred in collecting late payments.

TERM AND TERMINATION

Term Commencement Date:     Anticipated Completion Date:

Either party may terminate this Proposal for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Client may terminate for convenience upon days' prior written notice, in which event Client shall pay Producer for work performed and non-cancelable commitments made prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") agrees to maintain in confidence all non-public, proprietary or confidential information disclosed by the other party (the "Disclosing Party") in connection with this Proposal. Confidential information does not include information that (i) is or becomes publicly available through no fault of the Receiving Party; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to Disclosing Party's confidential information; or (iv) is required to be disclosed by law or valid legal process, provided the Receiving Party gives prompt notice to the Disclosing Party and cooperates in seeking protective measures. The confidentiality obligations shall survive termination for a period of three (3) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY AND USAGE

Subject to full payment of all fees due hereunder, Producer grants Client a limited, non-exclusive, non-transferable license to use the final deliverables for the purposes expressly set forth in this Proposal. Unless otherwise expressly agreed in writing, Producer retains ownership of all raw footage, source files, work papers, and underlying materials. Any transfer of ownership or broader usage rights must be documented in a written amendment and may be subject to additional fees.

INSURANCE; INDEMNITY

Producer shall maintain commercially reasonable insurance coverage for the production activities described herein. Producer agrees to indemnify and hold harmless Client from and against claims arising out of Producer's negligent acts or omissions in performance of the services. Client shall indemnify Producer for claims arising from Client-supplied materials or Client's breach of this Proposal. Neither party's indemnity shall apply to the extent liability is caused by the other party's negligence or willful misconduct.

CHANGE ORDERS

Any changes to the Scope of Work shall be made only by written change order signed by both parties, which shall describe the change, any adjustment to the schedule and any additional compensation. Producer shall not be responsible for delays caused by Client's failure to approve required change orders.

GOVERNING LAW; DISPUTE RESOLUTION

This Proposal 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 shall first attempt to resolve disputes through good faith negotiation. If unresolved, disputes shall be resolved by binding arbitration or in the courts of the chosen jurisdiction as agreed by the parties in writing.

ENTIRE AGREEMENT

This Proposal, together with any written change orders executed by the parties, constitutes the entire agreement between Client and Producer regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, communications and representations, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

NOTICES

By signing below, the undersigned parties acknowledge that they have the authority to bind their respective organizations and accept the terms and conditions set forth in this Proposal.

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