Comedic Alliance Agreement

COMEDIC ALLIANCE AGREEMENT

This Comedic Alliance Agreement ("Agreement") is entered into as of by and between:

Party A Name:    Address:

Party B Name:    Address:

WHEREAS

WHEREAS, Party A and Party B each possess creative skill, performance experience, and contacts relevant to producing and exploiting comedic material and live or recorded comedy presentations; and

WHEREAS, the parties desire to collaborate on creation, performance, production, marketing, and exploitation of certain comedic material and events, and to set forth their respective rights, obligations, compensation arrangements, and procedures for joint decision-making with respect to such activities;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. SCOPE OF WORK

The parties will collaborate to develop, produce, perform, and distribute comedic material including but not limited to live shows, recorded sketches, digital content, and related merchandise (collectively, "Work"). The specific tasks, deliverables, schedules, and responsibilities for each party shall be set forth in the scope of work above and in any subsequently executed written attachments signed by both parties.

2. PAYMENT TERMS

Invoices will be issued in accordance with the payment schedule. Payments are due within days of receipt of a proper invoice, unless otherwise agreed in writing.

Late Payment: Any undisputed amount not paid when due shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, plus reasonable collection costs and attorneys' fees incurred by the non-breaching party.

3. TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated, continues until .

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days after receipt of written notice identifying the breach. Termination does not relieve either party of obligations incurred prior to termination.

Upon termination, the parties shall promptly account for and pay outstanding sums and shall return or destroy Confidential Information as required by Section 5.

4. CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) is rightfully received from a third party without restriction; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law or valid legal process provided the Receiving Party gives prompt notice to the Disclosing Party and limits the disclosure to the legally compelled minimum.

The obligations in this Section shall survive termination of this Agreement for following termination or expiration.

5. INTELLECTUAL PROPERTY AND REVENUE SPLIT

Ownership of original material created prior to this Agreement remains with the original creator. For Work created jointly by the parties in the course of the Alliance, the parties agree that such Work shall be treated as:

Revenue Split: Net revenue derived from the Work, after agreed expenses, shall be split as follows: unless the parties execute a separate written agreement specifying different percentages.

6. REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement and that its performance will not violate any agreement with a third party. Each party shall indemnify, defend, and hold harmless the other party from and against any third party claims, liabilities, losses, and expenses arising from breach of the foregoing representations or from the grossly negligent or willful acts of the indemnifying party.

7. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

8. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement 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 in good faith through negotiation. If negotiation fails, the parties agree to submit the dispute to binding arbitration conducted in the city in which the defending party maintains its principal place of business, unless otherwise agreed in writing.

9. ENTIRE AGREEMENT; AMENDMENT

This Agreement, together with any written attachments executed by both parties, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral. No amendment or modification of this Agreement will be binding unless in writing and signed by authorized representatives of both parties.

10. MISCELLANEOUS

Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except to an acquirer of substantially all of its assets or stock.

Notices shall be in writing and deemed given upon personal delivery, confirmed delivery by nationally recognized overnight courier, or three (3) days after deposit in the mail with postage prepaid, to the addresses set forth above or to such other address as a party may specify in writing.

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