Business TV Document

BUSINESS TV AGREEMENT

Parties

Corporation LLC Partnership Individual

Corporation LLC Partnership Individual

WHEREAS

WHEREAS, Producer is engaged in the development, production and distribution of television programming, commercials, and related audiovisual content, and possesses facilities, personnel and technical expertise for the production of television spots and program segments (collectively, "Production Services"); and

WHEREAS, Client desires to retain Producer to render Production Services in connection with Client's televised advertising and promotional initiatives on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement define the scope, compensation, confidentiality obligations, and rights with respect to materials created or delivered under this Agreement, effective as of (the "Effective Date").

Scope of Work

Producer shall provide Production Services as described below. Deliverables, technical specifications, and acceptance criteria shall be as set forth in the Scope of Work field. Any material change to the Scope of Work shall require written amendment signed by authorized representatives of both parties.

Payment Terms

In consideration for Producer's full performance of the Scope of Work, Client shall pay Producer in accordance with the following terms. All amounts are in U.S. dollars unless otherwise agreed in writing.

If any undisputed amount is not paid when due, Client shall pay interest on the overdue amount at the lesser of (a) or (b) the maximum rate permitted by applicable law. In addition, a one-time administrative late fee of may be charged.

Term and Termination

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

Either party may terminate this Agreement for convenience upon providing written notice no fewer than days prior to the intended termination date. Either party may terminate this Agreement immediately for material breach if the breaching party fails to cure such breach within 15 days after receipt of written notice specifying the breach.

Upon termination or expiration, Client shall pay Producer for all services performed and expenses incurred through the effective date of termination and for any non-cancellable commitments reasonably incurred by Producer in performance of the Scope of Work.

Confidentiality

"Confidential Information" means all non-public, proprietary or commercially sensitive information disclosed by one party to the other, whether disclosed orally, in writing, or by inspection, including but not limited to creative concepts, scripts, footage, technical specifications, financial terms and customer lists. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this Agreement, (ii) was known to the receiving party prior to disclosure as demonstrated by written records, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall (a) use Confidential Information solely for the performance of this Agreement, (b) restrict disclosure to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein, and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this Section shall survive termination of this Agreement for a period of unless a longer statutory period applies to particular categories of information.

Intellectual Property

Unless expressly agreed otherwise in writing, Producer retains all right, title and interest in and to raw footage, negative and source materials, underlying works, and Producer's pre-existing intellectual property. Upon full payment of fees owed under this Agreement, Producer grants to Client a non-exclusive, non-transferable license to use the final delivered materials solely for the media, territory and term expressly set forth in this Agreement or as agreed in writing. Any rights not expressly granted are reserved by Producer.

Representations and Warranties

Each party represents and warrants that it has the full right, power and authority to enter into and perform its obligations under this Agreement and that performance will not violate any agreement with a third party. Producer represents that to the best of its knowledge the produced materials will not infringe the intellectual property rights of third parties, and Client represents that any materials provided to Producer do not infringe third-party rights.

Indemnification and Limitation of Liability

Each party shall indemnify and hold harmless the other from and against any third-party claims arising out of a breach of its representations or willful misconduct. Except for liability arising from a party's gross negligence or willful misconduct and indemnities for third-party claims, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of either party for any claim under this Agreement shall not exceed the total fees paid to Producer under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for disputes arising out of this Agreement.

Entire Agreement; Amendment

This Agreement, together with any exhibits and written change orders executed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements. No amendment, modification or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the notice addresses provided above or to such other address as a party may designate by written notice in accordance with this Section. Notices shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or five business days after deposit in the U.S. mail, postage prepaid, certified or registered.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that a party may assign this Agreement without consent to an affiliate or in connection with a sale of all or substantially all of its assets. If any provision of this Agreement is held unenforceable, the remainder shall continue in full force and effect. The parties acknowledge that they have had an opportunity to consult legal counsel and that any rule construing ambiguities against the drafter shall not apply.

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