Humor Agreement

HUMOR AGREEMENT

This Humor Agreement (the Agreement) is entered into as of by and between Client Name: , Address: and Creator Name: , Address: .

RECITALS

WHEREAS, Client engages Creator to develop, provide and/or perform original humorous material, including but not limited to jokes, sketches, scripts, improvised performance, comedic writing and related deliverables (collectively, the Materials); and

WHEREAS, Creator represents that the Materials will be original to Creator and that Creator has authority to grant the rights set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Creator will provide the Materials and Client may use such Materials.

SCOPE OF WORK

Creator will deliver the Materials in accordance with the schedule and milestones set forth herein. Deliverable due date(s): . If multiple deliverables, parties will list dates and descriptions in an attached schedule signed by both parties and incorporated herein.

PAYMENT TERMS

Payment shall be made in accordance with the schedule above. Late payments shall bear interest at the lesser of (a) % per month or (b) the maximum rate permitted by law, plus reimbursement of collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as set forth below.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate this Agreement immediately for material breach by the other party if such breach remains uncured for thirty (30) days following written notice specifying the breach.

CONFIDENTIALITY

Each party acknowledges that in the course of performance it may receive Confidential Information of the other party. "Confidential Information" means non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including unreleased materials, creative notes, business terms, and audience metrics. Each party shall (a) use Confidential Information only to perform its obligations under this Agreement, (b) limit disclosure of Confidential Information to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, was in the receiving party's possession prior to disclosure, or is rightfully obtained by the receiving party from a third party without restriction.

INTELLECTUAL PROPERTY; LICENSE

Creator warrants that the Materials are original to Creator and do not infringe any third-party rights. Creator retains ownership of the underlying copyright in the Materials, subject to the license granted below.

Grant: Upon full payment of Compensation, Creator grants Client a exclusive non-exclusive, worldwide, transferable license to use, reproduce, perform, display and distribute the delivered Materials for the purposes specified in the Scope of Work. Any uses beyond the scope require additional written license and compensation.

Moral Rights: Creator hereby waives and shall cause any applicable moral rights to be waived to the extent permitted by law. Client shall give Creator credit in the form agreed in writing where applicable and practicable.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents and warrants that it has the full power and authority to enter into this Agreement. Creator represents that Materials are original and that no third-party consents are required for the uses granted.

Indemnity: Creator shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Creator's breach of the foregoing warranties. Client shall indemnify, defend and hold harmless Creator from and against any third-party claims arising from Client's use of the Materials outside the scope of the license granted.

LIMITATION OF LIABILITY

Except for breaches of confidentiality, willful misconduct, or a party's indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of either party under this Agreement shall not exceed the total compensation paid to Creator under this Agreement.

GOVERNING LAW; VENUE

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. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising under this Agreement.

MISCELLANEOUS

Entire Agreement: This Agreement, together with any attachments or schedules signed by the parties, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

Amendment: Any amendment or modification to this Agreement must be in writing and signed by both parties. Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign this Agreement to an affiliate or successor in interest in connection with a sale of substantially all of Client's assets.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

NOTICES

SIGNATURES

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