Illustrated Shooting Guide

ILLUSTRATED SHOOTING GUIDE AGREEMENT

This Illustrated Shooting Guide Agreement (the Agreement) is entered into by and between Client Name: and Producer Name: .

WHEREAS

WHEREAS, Client desires to engage Producer to plan, coordinate and execute an illustrated photographic and/or motion capture shoot described in this Guide and the accompanying Scope of Work; and

WHEREAS, Producer possesses the technical capability, creative expertise and equipment to perform the production services and to deliver the finished illustrated assets under the terms set forth below; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

SCOPE OF WORK

Primary Shoot Location:

Anticipated Shoot Start Date:    Anticipated Shoot End Date:

SHOT LIST (ILLUSTRATIVE)

The following is an illustrative shot list to be refined during pre-production. Final shot selection and order shall be confirmed by Client in writing.

Camera Angle:    Focal Length/Lens:    Estimated Duration:

Camera Angle:    Focal Length/Lens:    Estimated Duration:

Camera Angle:    Focal Length/Lens:    Estimated Duration:

EQUIPMENT, CREW & PERMITS

Principal Equipment to be Provided by Producer:

Producer will obtain required location permits:    Drone/Unmanned Aircraft required:

PAYMENT TERMS

Total Fee: $ (USD)

Late Fee for Overdue Payments:

TERM AND TERMINATION

Agreement Effective Date:    Agreement End Date:

Either party may terminate this Agreement for convenience upon days written notice to the other party. Termination for material breach shall be effective if the breaching party fails to cure within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall maintain in confidence and shall not disclose to any third party any Confidential Information received from the other party. "Confidential Information" means non-public business, technical, creative or financial information disclosed in connection with this Agreement, including creative concepts, shot lists, reference illustrations and production budgets. Confidential Information does not include information that is or becomes generally available to the public other than by breach of this Agreement or was rightfully in the receiving party's possession prior to disclosure.

The receiving party shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care. The obligations in this section shall survive termination of this Agreement for a period of five (5) years.

INTELLECTUAL PROPERTY & USAGE RIGHTS

Deliverables: Producer shall deliver master files and approved deliverables as described in the Scope of Work. Delivery formats:

Ownership and License: Unless otherwise agreed in writing, Producer retains ownership of raw materials and underlying intellectual property. Upon final payment in full, Producer grants Client a non-exclusive, worldwide license to use the delivered illustrated assets for the agreed-upon uses set forth in the Scope of Work. Any use outside the agreed scope requires additional agreement and compensation.

INSURANCE, SAFETY & PERMITS

Producer agrees to maintain general liability insurance and worker's compensation as required by applicable law and to provide certificates upon Client's reasonable request. Producer is responsible for compliance with safety rules at the shoot location and for obtaining any necessary permits where required. Client shall disclose any known site hazards in writing prior to the shoot.

CHANGE ORDERS

Change Order Fee Rate (if applicable):

REPRESENTATIONS, WARRANTIES & INDEMNIFICATION

Each party represents and warrants that it has the authority to enter into this Agreement and that performance will not violate any agreement with a third party. Producer warrants that deliverables will substantially conform to the agreed Scope of Work. Client warrants it has the rights to materials provided to Producer for incorporation into deliverables.

Indemnification: Each party shall indemnify, defend and hold harmless the other party from claims, liabilities, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party rights, subject to the indemnified party providing prompt written notice and reasonable cooperation in the defense.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for indirect, incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Producer under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including the Scope of Work and any Change Orders executed in writing, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No modification shall be valid unless executed in writing by both parties.

SIGNATURES

The individuals signing below represent and warrant that they are authorized to bind their respective parties to this Agreement.

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