Documentary Services Agreement

DOCUMENTARY SERVICES AGREEMENT

This Documentary Services Agreement (the "Agreement") is made and entered into as of , (the "Effective Date"), by and between:

Client Name:

Client Address:

Service Provider Name:

Service Provider Address:

RECITALS

WHEREAS, Client desires to engage Service Provider to provide production, filming, editing and related services for a documentary film project concerning Client's subject matter and presentation objectives (the "Project"); and

WHEREAS, Service Provider represents that it has the necessary experience, personnel and equipment to produce the Project in accordance with the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to production, delivery, payment and ownership of the Project;

SCOPE OF WORK

Service Provider will perform all production services reasonably necessary to research, shoot, edit and deliver the documentary described as:

DELIVERABLES

Deliverables will include final master files, intermediate edit files and any agreed-upon versions (the "Deliverables"). Specific delivery formats, quantities and delivery media shall be set forth in writing and attached as an Exhibit C if required. Unless otherwise agreed in writing, Deliverables shall include a high-resolution master and one web-resolution copy.

PAYMENT TERMS

Total Fee: $

Invoices shall be due within days of receipt. Late payments shall incur a late fee of on outstanding balances, or the maximum permitted by applicable law, whichever is less. Client shall reimburse reasonable, pre-approved out-of-pocket expenses incurred by Service Provider in connection with the Project.

TERM AND TERMINATION

Term Commencement: This Agreement shall commence on the Effective Date and continue until completion of the Deliverables or termination in accordance with this Agreement.

Anticipated Completion Date:

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 written notice. Either party may terminate without cause upon days' prior written notice. Upon termination, Client shall pay Service Provider for all services performed and documented expenses incurred through the effective date of termination.

INTELLECTUAL PROPERTY; LICENSE

Unless otherwise agreed in a written exhibit, Service Provider shall retain copyright in raw footage and underlying materials. Upon final payment in full, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use the Deliverables for the uses expressly set forth in this Agreement. Any transfer of copyright ownership shall be documented in a separate written assignment signed by both parties. Client is responsible for obtaining releases, clearances and rights for material provided by Client; Service Provider shall obtain releases for materials it procures and shall provide copies upon request.

CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party that is marked or reasonably understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is publicly known, independently developed, or rightfully received from a third party. Each party shall use Confidential Information solely for the performance of this Agreement, and shall not disclose Confidential Information to any third party except to its employees, contractors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon termination or request, Confidential Information (except for archival copies required by law) shall be returned or destroyed.

REPRESENTATIONS, WARRANTIES & INDEMNITY

Each party represents that it has full right, power and authority to enter into this Agreement. Service Provider warrants that the services will be performed in a professional manner consistent with industry standards. Client warrants that it has the right to grant licenses to materials it provides. Each party shall indemnify and hold harmless the other party from any third-party claims arising out of the indemnifying party's breach of its representations or warranties, gross negligence or willful misconduct.

INSURANCE

Service Provider shall maintain at its expense general liability and, where applicable, errors and omissions insurance customary for the production industry. Upon request, Service Provider shall provide certificates evidencing such insurance.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles. The parties agree that disputes arising from this Agreement shall be resolved in the state or federal courts located in the chosen jurisdiction unless the parties mutually agree in writing to arbitration.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and attachments expressly incorporated herein, constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment or modification must be in writing and signed by 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 either party may designate by written notice. Notices shall be deemed given upon personal delivery, confirmed electronic transmission, or three days after deposit in the mail with first-class postage prepaid.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest in connection with a merger or sale of substantially all assets.

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