Film Production Document

FILM PRODUCTION AGREEMENT

This Film Production Agreement ("Agreement") is entered into as of by and between Production Company: with principal place of business at , and Client/Producer: with principal place of business at .

WHEREAS

WHEREAS, Production Company is engaged in the business of producing motion picture, audiovisual and related media content and possesses the personnel, equipment and expertise required to perform production services for a film or motion picture project (the "Picture");

WHEREAS, Client/Producer desires Production Company to produce the Picture on the terms and conditions set forth in this Agreement, and Production Company agrees to perform such services subject to the terms herein; and

WHEREAS, the parties intend that this Agreement set forth the scope, schedule, compensation, rights and obligations of each party with respect to the development, pre-production, production and delivery of the Picture.

SCOPE OF WORK

DELIVERABLES AND DELIVERY SCHEDULE

Target final delivery date: . Final delivery shall include master file, one production report and any specified deliverable materials listed above. Delivery milestones and acceptance testing procedures shall be specified in the production schedule attached hereto or set forth below.

PAYMENT TERMS

Deposit amount due on execution: . Remaining balance due per schedule above or upon final delivery. Accepted methods of payment: .

Late payment fee: interest shall accrue on any unpaid amount at a rate of (calculated monthly) plus all reasonable collection costs and attorneys' fees incurred by the non-breaching party.

TERM AND TERMINATION

Commencement date: . Anticipated completion date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. Termination for convenience by Client requires payment to Production Company for all work performed through the effective date of termination plus reasonable wind-down costs.

CONFIDENTIALITY

Each party shall keep confidential all confidential information disclosed by the other party in connection with the Picture, including but not limited to scripts, budgets, casting, technical specifications and business plans ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no breach of this Agreement, was rightfully known to the receiving party prior to disclosure, or is independently developed without use of the disclosing party's Confidential Information.

The receiving party shall not disclose Confidential Information to third parties except to employees, agents and contractors with a need to know, provided such persons are bound by confidentiality obligations at least as protective as those herein. Upon written request or termination of this Agreement, Confidential Information (other than archival legal copies) shall be returned or destroyed as directed by the disclosing party.

OWNERSHIP, RIGHTS AND CREDITS

Unless otherwise expressly agreed in writing, Client/Producer shall own the finished Picture and all copyrights therein upon payment in full, subject to Production Company's retained rights to use footage for its promotional reel and to credit notices specified below. Production Company assigns to Client all rights necessary for the exploitation of the Picture in all media, subject to any third-party rights and to payment in full of all amounts due under this Agreement.

INSURANCE AND INDEMNITY

Production Company shall maintain, at its expense, commercial general liability, workers' compensation and employer's liability insurance with limits customary in the industry and sufficient to cover claims arising from the production. Certificates evidencing required insurance shall be delivered to Client upon request.

Each party shall indemnify, defend and hold harmless the other from and against any claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has full right, power and authority to enter into and perform this Agreement and that performance hereunder will not violate any agreement with a third party. Production Company warrants that it will perform services in a professional manner consistent with industry standards.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law. Any disputes arising under or in connection with this Agreement shall be resolved by negotiation between the parties and, if unresolved, by binding arbitration in accordance with the procedures agreed in writing by the parties.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. No modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation. Notices shall be delivered to the addresses set forth above unless otherwise notified in writing.

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