Completion Video Agreement

COMPLETION VIDEO AGREEMENT

This Completion Video Agreement (the Agreement) is made as of between:

WHEREAS

WHEREAS, Company / Producer is engaged in the business of producing, editing and delivering finished video assets for commercial, promotional, archival and distribution purposes; and

WHEREAS, Contributor / Client desires Company / Producer to complete and deliver a final video product describing the completion of the project identified in the Scope of Work, and Company / Producer agrees to deliver such video on the terms set forth in this Agreement.

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

SCOPE OF WORK

DELIVERY AND ACCEPTANCE

Company / Producer will deliver the final edited video and source deliverables to Contributor / Client by . Delivery format(s) and technical specifications shall be as set forth in the Scope of Work. Contributor / Client shall have days after delivery to review and either accept or provide written, itemized change requests. Acceptance occurs upon written confirmation or upon expiry of the review period without timely objection.

PAYMENT TERMS

Unless otherwise specified, invoices are due within days of invoice. Overdue payments shall incur a late fee of on the unpaid balance, plus any reasonable collection costs and interest permitted by law.

TERM AND TERMINATION

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, terminates on or upon final acceptance and payment for deliverables, whichever occurs later.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Contributor / Client shall pay Company / Producer for work performed through the termination date and for non-cancellable commitments incurred.

CONFIDENTIALITY

Each party shall keep confidential all non-public information disclosed by the other 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 (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other party's Confidential Information; or (iv) is required to be disclosed by law or court order (provided the disclosing party gives prompt notice and cooperates with any protective order).

INTELLECTUAL PROPERTY; LICENSE

Unless otherwise agreed in writing, Company / Producer retains ownership of all underlying raw footage, project files and pre-existing materials. Company / Producer grants Contributor / Client a non-exclusive, worldwide, perpetual license to use the final delivered video(s) for the purposes set forth in the Scope of Work. If the parties elect that the work is a "work made for hire" or that full assignment is required, select the applicable box below and execute the assignment language in writing.

Work made for hire (Contributor / Client pays agreed premium and documents reflect assignment)

Non-exclusive license as set forth above (default)

REPRESENTATIONS; INDEMNITY; LIMITATION OF LIABILITY

Each party represents and warrants that it has full power and authority to enter into this Agreement and that performance will not violate any agreement with a third party. Company / Producer warrants that the deliverables will materially conform to the Specification in the Scope of Work. Contributor / Client warrants that it owns or has licensed rights to any materials provided for inclusion in the video and that such materials do not infringe third-party rights.

Each party agrees to indemnify and hold the other harmless from claims, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of its representations, warranties, or obligations under this Agreement. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE TOTAL FEES PAID 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 conflicts of law rules. Any action to enforce this Agreement shall be brought exclusively in the state or federal courts located in that state, and the parties consent to personal jurisdiction and venue therein.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any incorporated exhibits, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

NOTICES

Notices shall be in writing and delivered by hand, nationally recognized overnight courier, or U.S. certified mail (return receipt requested) to the addresses set forth herein or to such other address as either party designates by written notice.

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