Color Grading Contract

COLOR GRADING CONTRACT

This Color Grading Contract ("Agreement") is entered into as of by and between Client Name: (hereafter "Client"), and Colorist Name: (hereafter "Colorist"). The Client and Colorist are collectively referred to as the "Parties."

RECITALS

WHEREAS, Client has engaged Colorist to perform professional color grading services for the project titled described as ;

WHEREAS, Colorist represents that it has the skill, equipment, and personnel necessary to perform color grading services to professional standards;

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the color grading services to be provided under this Agreement.

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Colorist shall provide color grading, color correction, conforming of supplied media and delivery of final graded master files (collectively, "Services") as further detailed in the scope description below. The Services shall include technical color correction, creative grade passes, and delivery of specified deliverables.

2. SCHEDULE AND MILESTONES

2.1 Start Date. Colorist shall commence Services on or about .

2.2 Delivery Schedule. Colorist shall deliver the first review-grade by , and final deliverables by , subject to timely receipt of Client materials and approvals.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Colorist a fee of $ for the Services, payable as set forth below.

3.2 Late Payment. If Client fails to pay any undisputed amount when due, Colorist may suspend Services after providing days' written notice. Late payments shall accrue interest at .

4. CHANGE ORDERS

4.1 Any request by Client for changes to the scope shall be submitted in writing. Colorist shall estimate additional fees and schedule impacts and shall not proceed until a written change order memorializing the adjusted fee and schedule is executed by both Parties.

5. OWNERSHIP, LICENSES, AND DELIVERABLES

5.1 Ownership of Final Deliverables. Subject to full payment of all amounts due under this Agreement, Colorist hereby assigns to Client all right, title and interest in and to the final graded master files delivered pursuant to this Agreement (the "Final Deliverables"), excluding Colorist's pre-existing tools, looks, LUTs, presets, workflow templates and proprietary processes ("Colorist Tools").

5.2 License Back. Colorist retains a non-exclusive, non-transferable license to display the Final Deliverables in reels, portfolios and for self-promotion. Client shall not, however, distribute Colorist Tools absent a separate license agreement.

6. CONFIDENTIALITY

6.1 Each Party shall keep confidential any non-public information disclosed by the other Party in connection with the Services and shall not use such information except as necessary to perform its obligations under this Agreement. The confidentiality obligations shall continue for a period of following the termination of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 Client represents and warrants that it has the right to supply the media and content to be graded and to grant the licenses set forth in this Agreement. Client shall obtain any necessary clearances for third-party content prior to delivery to Colorist.

7.2 Colorist represents and warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND COLORIST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

8. INDEMNIFICATION

8.1 Client shall indemnify and hold Colorist harmless from and against any claims, liabilities, losses or expenses arising from Client's breach of representations in Section 7 or from Client-supplied content that infringes the rights of third parties.

8.2 Colorist shall indemnify and hold Client harmless from and against any claims that the Services as delivered infringe any third-party intellectual property rights to the extent arising solely from Colorist's pre-existing materials, excluding Client-supplied content.

9. LIMITATION OF LIABILITY

9.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO COLORIST UNDER THIS AGREEMENT.

10. TERMINATION

10.1 Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after receiving written notice. Upon termination, Client shall pay for Services performed and expenses incurred up to the effective date of termination.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the address below for each Party and shall be effective upon receipt.

12. AMENDMENTS; WAIVER

12.1 This Agreement may not be amended except by a written instrument signed by both Parties. No waiver of any provision shall be effective unless in writing and signed by the waiving Party.

13. 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.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to substitute a valid provision that most closely approximates the intent and economic effect of the invalid provision.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic signatures shall be binding for all purposes.

17. DISPUTE RESOLUTION

The Parties shall attempt in good faith to resolve any dispute arising out of this Agreement promptly through negotiation. If the dispute cannot be resolved within thirty (30) days, the Parties agree to submit the dispute to binding arbitration administered in accordance with the rules chosen by the Parties, with the arbitrator's decision final and binding.

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