Filmmaker Services Agreement

FILMMAKER SERVICES AGREEMENT

This Filmmaker Services Agreement ("Agreement") is made and entered into as of Date: by and between Filmmaker Name: with Address: (hereinafter "Filmmaker") and Client Name: with Address: (hereinafter "Client"). Filmmaker and Client may each be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Client desires to engage Filmmaker to perform audiovisual production and post-production services in connection with the Project described below; and

WHEREAS, Filmmaker has the experience, personnel and equipment necessary to provide the services described in this Agreement and is willing to provide such services subject to the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, deliverables, compensation and ownership of the work product.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which is acknowledged, the Parties agree as follows:

1. SERVICES

1.1 Engagement. Client engages Filmmaker to provide the production, direction, filming, editing, and related services described in the Services Description below (the "Services"), and Filmmaker accepts such engagement on the terms set forth in this Agreement.

2. COMPENSATION; PAYMENT

2.1 Fees. In consideration for the Services, Client shall pay Filmmaker the fees set forth below in accordance with the schedule in Section 2.2. All fees are payable in United States dollars and are exclusive of applicable taxes unless otherwise stated.

2.2 Invoices. Filmmaker shall submit invoices in accordance with the Payment Schedule. Client shall pay undisputed invoices within Thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3. EXPENSES

Client shall reimburse Filmmaker for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services, subject to Client's prior written approval where specified in the Delivery Schedule. Reimbursable expenses require submission of receipts or other documentation.

4. REVISIONS; ACCEPTANCE

Filmmaker shall deliver drafts of the Deliverables for Client review. Client is entitled to the number of revision cycles specified below. Additional revisions beyond that number will be billed at Filmmaker's then-current hourly rate as set forth in the Payment Schedule.

5. OWNERSHIP; LICENSE

5.1 Copyright Ownership. Unless the Parties select an assignment, Filmmaker shall retain copyright in all original materials and underlying footage created by Filmmaker. Filmmaker hereby grants Client the following rights to the Deliverables as selected below.

Assignment of Copyright to Client upon full payment (Client receives all right, title and interest, including copyright).
Exclusive, transferable license to use, reproduce, distribute and publicly display the Deliverables, worldwide and in perpetuity, subject to payment in full.

5.2 Third-Party Materials. Filmmaker will identify any third-party materials used in the Deliverables; Client shall obtain and bear the costs of any third-party clearances or licenses unless otherwise agreed in writing.

6. CREDITS AND PROMOTION

Filmmaker shall be credited in the main titles or end credits in substantially the following form as applicable: Credit: . Client shall not remove or alter such credit without Filmmaker's prior written consent.

7. CONFIDENTIALITY

Each Party shall keep confidential all non-public information disclosed by the other Party in connection with the Services ("Confidential Information") and shall not use or disclose such information except as required to perform its obligations under this Agreement. Confidential Information does not include information that is public, independently developed, or required to be disclosed by law.

8. WARRANTIES; REPRESENTATIONS

Filmmaker represents and warrants that (a) Filmmaker has the full right and power to enter into this Agreement and to grant the rights granted herein; (b) the Services will be performed in a professional manner consistent with industry standards; and (c) to Filmmaker's knowledge, the Deliverables will not infringe the intellectual property rights of any third party. Client represents that it has the authority to license any third-party content provided to Filmmaker and will obtain releases and clearances as required unless otherwise agreed in writing.

9. INDEMNIFICATION

Each Party shall indemnify, defend and hold harmless the other Party and its officers, directors and agents from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of a breach of such Party's representations, warranties or obligations under this Agreement, or from the gross negligence or willful misconduct of the indemnifying Party.

10. INSURANCE

Filmmaker shall maintain general liability insurance and, where applicable, workers' compensation insurance with coverages customary for comparable productions. Minimum general liability coverage shall be: (per occurrence).

11. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within Ten (10) days after receipt of written notice. Upon termination by Client without cause, Client shall pay Filmmaker for Services performed and reasonable costs incurred through the date of termination, plus any non-cancellable commitments.

12. INDEPENDENT CONTRACTOR

Filmmaker is an independent contractor and not an employee, agent, joint venturer or partner of Client. Filmmaker shall be responsible for all taxes and statutory contributions arising from compensation payable to Filmmaker.

13. NON-SOLICITATION

During the term of this Agreement and for a period of twelve (12) months following its termination, neither Party shall solicit for employment or engagement any employee or contractor of the other Party who was directly involved in performance of this Agreement without the other Party's prior written consent.

14. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below (or to such other address as a Party may designate by notice):

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The Parties agree to negotiate in good faith to resolve disputes arising under this Agreement. If the Parties cannot resolve a dispute within thirty (30) days, either Party may pursue any remedies available at law or in equity in the courts of the governing state.

16. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY; COUNTERPARTS

This Agreement, including all exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. No amendment or waiver of any provision of this Agreement shall be valid unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 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.

ADDITIONAL TERMS

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