Digital Entertainment Contract

Digital Entertainment Contract

This Digital Entertainment Contract (the "Agreement") is made as of , by and between Producer Name: , with principal place of business at ("Producer"), and Artist Name: , with address ("Artist").

RECITALS

WHEREAS, Producer develops, finances, produces, licenses and distributes digital entertainment content for use across streaming platforms, social media and other digital media; and

WHEREAS, Artist is engaged to perform, create, record or otherwise contribute performances, appearances, voice recordings, music, writing or other creative materials in connection with the digital content described herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the creation, delivery, exploitation and monetization of the digital entertainment content.

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

1. Definitions

1.1 "Content" means the finished video, audio, graphics, scripts and other materials embodying the Deliverables as described in Section 3 and any excerpts, previews, clips and versions thereof created by or on behalf of Producer.

1.2 "Deliverables" means the specific items to be delivered by Artist, including but not limited to performance recordings, voice tracks, original music, appearance footage and other creative contributions described as:

2. Grant of Rights

2.1 Artist hereby grants to Producer the exclusive, worldwide, transferable, sublicensable right to record, reproduce, distribute, publicly perform, display, stream, adapt, edit, create derivative works of and otherwise exploit the Content and the Deliverables in all media now known or hereafter devised throughout the Territory set forth below, in perpetuity unless otherwise limited in this Agreement.

Territory:    Exclusivity: Exclusive    Non-exclusive

3. Term and Delivery

3.1 Term: The term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated in accordance with Section 12.

3.2 Delivery Schedule: Artist shall deliver the Deliverables in accordance with the delivery schedule:

4. Compensation

4.1 Fees: As full consideration for the rights granted and services rendered, Producer shall pay Artist the following fees:

4.2 Payment Terms: Payments shall be made in accordance with the schedule below and subject to normal accounting practices. Producer shall provide an accounting statement to Artist within days following the end of each accounting period.

5. Credits and Promotion

5.1 Credit: Producer agrees to accord Artist on-screen or in metadata a credit in substantially the following form: where practicable.

5.2 Promotion: Artist shall reasonably cooperate with Producer in promotional activities at mutually agreed times and Producer shall cover pre-approved travel and expenses as set forth in the expense policy.

6. Ownership; Copyright; Moral Rights

6.1 Ownership. Except as expressly provided otherwise in this Agreement, Artist hereby assigns and transfers to Producer all right, title and interest in and to the Deliverables and Content, including all copyrights and renewals, throughout the world, in perpetuity. Producer shall be the sole owner of all exploitation rights in the Content.

6.2 Moral Rights. To the maximum extent permitted by law, Artist irrevocably waives and agrees not to assert any moral rights in the Deliverables and Content.

7. Warranties and Representations

7.1 Artist warrants and represents that (a) Artist has full right and authority to enter into this Agreement and grant the rights herein; (b) the Deliverables are original to Artist and do not infringe the rights of any third party; and (c) Artist will obtain and deliver any necessary releases from third-party contributors.

7.2 Producer warrants that it will exercise commercially reasonable efforts to exploit the Content and will comply with applicable laws in the distribution and monetization of the Content.

8. Confidentiality

8.1 Each party shall maintain in confidence all confidential or proprietary information disclosed by the other party in connection with this Agreement and shall not disclose such information to third parties except as necessary to perform its obligations hereunder or as required by law.

8.2 The confidentiality obligations set forth in this Section shall survive termination or expiration of this Agreement for a period of .

9. Indemnification

9.1 Artist shall indemnify, defend and hold harmless Producer and its affiliates from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any breach of Artist's representations, warranties or obligations under this Agreement, including third-party claims of infringement.

9.2 Producer shall indemnify, defend and hold harmless Artist from and against claims arising from Producer's gross negligence, willful misconduct or material breach of this Agreement.

10. Insurance

Producer shall maintain media liability and errors and omissions insurance in commercially reasonable amounts and shall, upon reasonable request, provide Artist evidence of such insurance. Artist shall maintain personal liability coverage where applicable.

11. Termination

11.1 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.

11.2 Upon termination, Producer shall cease exploitation of any unreleased Content if termination is for cause by Artist, subject to Producer's right to retain and exploit Content already publicly released in accordance with this Agreement.

12. Notices

All notices shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses below or such other addresses as a party may designate in writing.

13. Miscellaneous

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction chosen by the parties:

13.2 Entire Agreement. This Agreement, together with any written exhibits or schedules signed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations and understandings.

13.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remainder of this Agreement shall not be affected and shall continue in full force and effect.

13.4 Amendments and Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. A failure to enforce any right shall not constitute a waiver of that right.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Signatures

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