Film Production Agreement

FILM PRODUCTION AGREEMENT

This Film Production Agreement (the Agreement) is entered into as of Effective Date: by and between Producer Name: ("Producer") and Client Name: ("Client").

WHEREAS

WHEREAS, Producer is engaged in the development, production, and post-production of motion picture and audiovisual content and has represented to Client that Producer has the professional ability and resources to produce a motion picture or audiovisual work described herein;

WHEREAS, Client desires to retain Producer to produce the motion picture or audiovisual production entitled Production Title: (the Production), and Producer agrees to perform such services on the terms and conditions set forth in this Agreement;

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

1. SCOPE OF WORK

Producer shall furnish all personnel, equipment, facilities, and services necessary to complete the Production in accordance with the Scope of Work and applicable industry standards. Producer shall comply with the production schedule and shall obtain all necessary consents, releases, and clearances for elements incorporated into the Production unless otherwise agreed in writing.

2. PAYMENT TERMS

All amounts due to Producer shall be paid in U.S. dollars and are exclusive of applicable taxes. Client shall pay Producer the amounts set forth above according to the Payment Schedule. Overdue payments shall accrue interest at the rate of Late Fee: on outstanding balances, calculated monthly.

3. TERM AND TERMINATION

Term Commencement Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for the notice period specified above. Upon termination, Client shall pay Producer for all services performed and expenses reasonably incurred through the effective date of termination, and Producer shall deliver to Client all completed deliverables and any work in progress.

4. CONFIDENTIALITY

Each party agrees to maintain in confidence and not disclose to any third party any Confidential Information of the other party, except as required by law or as necessary to perform obligations under this Agreement. Confidential Information includes non-public business, creative, technical and financial information disclosed in written, oral, or electronic form. The confidentiality obligations shall survive termination of this Agreement for a period of five (5) years.

 Yes, confidentiality obligations are mutual.

5. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all copyrights and other intellectual property rights in and to the completed Production and all underlying materials produced by Producer hereunder shall be owned by Client as a Work Made for Hire. To the extent rights cannot be assigned as Work Made for Hire, Producer hereby assigns, transfers and conveys to Client all right, title and interest in and to such rights worldwide in perpetuity.

6. INSURANCE, WARRANTIES & INDEMNITY

Producer represents and warrants that it will obtain and maintain during production customary production insurance, including general liability and workers' compensation as required by applicable law. Producer shall indemnify and hold harmless Client from third-party claims arising out of Producer's breach of this Agreement, negligence or willful misconduct. Client shall indemnify Producer for claims arising from Client-supplied materials or instructions that infringe third-party rights.

7. DELIVERY; ACCEPTANCE

Client shall have a reasonable period (not less than 10 business days) after delivery to review and provide written notice of any claimed deficiencies. Producer shall correct any defects identified within a reasonable time at no additional cost if such defects result from Producer's failure to perform in accordance with this Agreement.

8. FORCE MAJEURE

Neither party shall be liable for failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, governmental action, labor disputes, or shortages of materials (a Force Majeure Event). The affected party shall give prompt written notice of the Force Majeure Event and use commercially reasonable efforts to resume performance.

9. 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 principles. Any dispute arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in that State.

10. ENTIRE AGREEMENT

This Agreement (including all exhibits and schedules attached hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral. Any modification of this Agreement must be in writing and signed by authorized representatives of both parties.

11. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in interest provided such assignee assumes Client's obligations herein.

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