Film Industry Cinema Section

Film Industry Cinema Section Agreement

This Film Industry Cinema Section Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at

and Provider Name: with principal place of business at

RECITALS

WHEREAS, Client operates or represents cinema exhibition facilities and desires to engage the Provider to perform a dedicated Cinema Section scope of services in connection with film programming, technical exhibition support, marketing coordination, and related operational functions; and

WHEREAS, Provider represents that it possesses the specialized personnel, technical capability, and industry relationships necessary to perform the Cinema Section services described in this Agreement and agrees to provide such services under the terms set forth below; and

WHEREAS, the parties intend that certain materials, information and obligations exchanged in connection with this Agreement be treated as confidential and proprietary as provided in this Agreement.

SCOPE OF WORK

Deliverables shall include: program schedules, technical rider compliance, on-site technical supervision, advertising placement coordination, reporting of box office and attendance metrics, and any additional items expressly set forth in the scope above. Provider shall perform services in a commercially reasonable and industry-standard manner.

PAYMENT TERMS

Invoices shall be submitted by Provider in accordance with the Payment Schedule. Client shall pay undisputed invoices within days of receipt. Past-due amounts shall accrue interest at the rate of or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate for material breach where the breach remains uncured for thirty (30) days following written notice specifying the nature of the breach. Termination shall not relieve Client of payment obligations for services rendered and work-in-progress through the date of termination except as otherwise expressly provided in this Agreement.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all non-public business, financial, technical, creative, marketing and other proprietary information disclosed by one party to the other that is marked confidential or that a reasonable party would understand to be confidential under the circumstances. Recipient shall (i) hold the Confidential Information in confidence, (ii) not disclose it to third parties except to its employees, agents and subcontractors on a need-to-know basis who are bound to maintain confidentiality, and (iii) use the Confidential Information only to perform its obligations under this Agreement. Confidential Information does not include information that is or becomes generally known to the public other than by a breach of this Agreement, already known to Recipient at the time of disclosure, or rightfully received from a third party without confidentiality obligations.

Upon termination or expiration of this Agreement, each party shall return or certify destruction of Confidential Information of the other party, except to the extent retention is required to comply with applicable law or internal record retention policies.

INSURANCE AND INDEMNIFICATION

Provider shall maintain, at its expense, commercial general liability insurance and any industry-standard coverage necessary for the performance of exhibition and technical services. Provider shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising out of Provider's negligence, willful misconduct, or breach of this Agreement, except to the extent caused by Client's negligence or willful misconduct.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to its conflicts of law principles. Venue for any dispute shall be the state or federal courts located in that jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits, attachments or statements of work expressly incorporated herein, constitutes the entire agreement of the parties concerning the subject matter and supersedes all prior negotiations, representations or agreements, whether written or oral. No amendment or waiver of any provision shall be effective unless in writing and signed by duly authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall attempt in good faith to resolve disputes through negotiation before pursuing formal legal remedies.

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