Collaborative Project Co-Pro Agreement

Collaborative Project Co‑Pro Agreement

This Collaborative Project Co‑Production Agreement (the "Agreement") is made as of , (the "Effective Date"), by and between:

WHEREAS

WHEREAS, Party A and Party B desire to collaborate as co‑producers for the development, production and commercialization of the project described below (the "Project"), combining their respective creative, technical and financial resources to produce the Project on the terms set forth in this Agreement;

WHEREAS, the Parties intend to allocate responsibilities, expense obligations, ownership interests in results and revenues, and to establish procedures for decision making, confidentiality and dispute resolution in order to effectuate an efficient collaboration and to protect jointly developed rights; and

WHEREAS, the Parties wish to reduce the terms of their collaboration to writing and set forth their respective rights and obligations with respect to creation, exploitation and sharing of the Project;

Project Identification

Scope of Work

Contributions and Responsibilities

Each Party shall contribute resources to the Project as set forth below. Contributions may include but are not limited to funding, personnel, equipment, intellectual property rights, marketing support and access to distribution channels. The Parties agree to perform their obligations in good faith and in a commercially reasonable manner.

Payment Terms

The Parties shall share costs and revenues in accordance with the following provisions. All monetary amounts are in U.S. dollars unless otherwise specified.

Invoices shall be issued in accordance with the payment schedule. Unless otherwise agreed in writing, payments due hereunder shall be made within thirty (30) days of receipt of a proper invoice. Late payments shall accrue interest at the rate specified above and the non‑defaulting Party may suspend performance following ten (10) days' written notice for material nonpayment.

Term and Termination

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

Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured thirty (30) days after written notice specifying the breach. Either Party may also terminate without cause upon days' prior written notice to the other Party. Upon termination, the Parties shall cooperate to wind down activities and to allocate costs, revenues and intellectual property in accordance with this Agreement.

Confidentiality

Each Party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party (the "Disclosing Party") without the Disclosing Party's prior written consent. "Confidential Information" means non‑public information disclosed in connection with the Project, including technical, financial, creative and business information. Confidential Information does not include information that is (a) publicly known through no wrongful act of the Receiving Party, (b) independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information, or (c) rightfully obtained from a third party without restriction. The Receiving Party shall use Confidential Information only for the purpose of performing its obligations hereunder and shall return or destroy Confidential Information upon written request or termination of this Agreement.

Intellectual Property; Ownership

Except as expressly provided herein, each Party shall retain ownership of pre‑existing intellectual property contributed to the Project. Subject to the Parties' respective contributions and any allocation set forth in writing, all new intellectual property created jointly in the performance of the Project shall be owned jointly by the Parties as tenants in common, with each Party owning an undivided interest proportionate to its agreed contribution unless otherwise specified in an addendum. Either Party may exploit jointly owned rights only in accordance with the revenue sharing and exploitation arrangements established in this Agreement.

Representations; Indemnification

Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations, and that its contributions will not infringe the intellectual property or other rights of third parties. Each Party shall indemnify, defend and hold harmless the other Party from and against any third‑party claims arising from breach of such representations or from the indemnifying Party's negligent or willful acts in connection with the Project, except to the extent such claims arise from the indemnitee's own breach or misconduct.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction identified below. Any dispute arising out of or relating to this Agreement shall first be submitted to good faith negotiation between senior representatives of the Parties. If the Parties are unable to resolve the dispute within forty‑five (45) days, the dispute shall be resolved by binding arbitration administered in the chosen jurisdiction in accordance with the then‑applicable arbitration rules selected by the Parties.

Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the Parties with respect to the Project and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written. Any amendment or modification of this Agreement must be 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 addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be effective upon receipt.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, except to a successor by merger or to an affiliate that assumes the assigning Party's obligations in writing. Headings are for convenience only and shall not affect interpretation.

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