Legal AV Agreement

LEGAL AV AGREEMENT

This Legal AV Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: with Client Address: and Service Provider Name: with Provider Address: .

RECITALS

WHEREAS, Client desires to engage Provider to perform audio-visual production, recording, editing and related services described herein; and

WHEREAS, Provider represents that it has the experience, personnel and equipment necessary to perform such services in a professional manner; and

WHEREAS, the parties desire to set forth the terms and conditions under which Provider will provide audio-visual services and deliverables to Client.

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

1. DEFINITIONS

1.1 "Services" means all production, pre-production, post-production, editing, recording, dubbing, sound mixing, color grading, and other audio-visual tasks described in Section 2 and any attachments. 1.2 "Deliverables" means the final media files, masters, edits, and any associated materials to be delivered to Client as described in Section 3. 1.3 "Work Product" means all tangible and intangible results of the Services, including raw footage, edited masters, audio stems, graphics, and metadata.

2. SCOPE OF SERVICES

Provider shall perform the Services described in the attached Statement of Work or, if no separate statement is attached, as described in the fields below. Provider shall furnish all labor, equipment, materials and technical expertise necessary to complete the Services in a professional and workmanlike manner consistent with industry standards.

3. DELIVERABLES AND ACCEPTANCE

Provider shall deliver the Deliverables in the format and within the timeframes specified below. Client shall have a review period of days from delivery to provide written notice of rejection based on material nonconformity. Absent timely written objection, Deliverables shall be deemed accepted.

4. COMPENSATION AND PAYMENT

Client shall pay Provider the fees set forth below. Unless otherwise stated, all fees are due within days of invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. EXPENSES

Client shall reimburse Provider for pre-approved out-of-pocket expenses reasonably incurred in connection with the Services. Provider shall obtain Client's prior written consent for any single expense estimated to exceed $.

6. CHANGES AND CHANGE ORDERS

Any change to the scope, schedule, or compensation must be documented in a written change order signed by authorized representatives of both parties. Provider shall not be required to perform work that is outside the agreed scope without a signed change order.

7. INTELLECTUAL PROPERTY; LICENSE

7.1 Ownership. Except as expressly set forth herein, Provider retains ownership of all pre-existing materials and tools used in performing the Services. Client shall own the Work Product as provided in the option selected below.

Assignment: Provider hereby assigns to Client all right, title and interest in and to the Work Product as a "work made for hire" to the maximum extent permitted by law; to the extent any Work Product is not a work made for hire, Provider assigns all right, title and interest to Client upon full payment of fees.

License: Provider grants Client a license to use the Deliverables for the purposes described in this Agreement. Unless expressly assigned, Provider retains rights to reuse techniques and know-how.

8. CONFIDENTIALITY

Each party shall treat as confidential all non-public information disclosed by the other party in connection with this Agreement. Confidential information shall not include information that is or becomes publicly available other than through a breach of this Agreement. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

9. REPRESENTATIONS AND WARRANTIES

Provider represents and warrants that (a) it has the full right and authority to enter into this Agreement; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (c) to Provider's knowledge, the Deliverables will not infringe the intellectual property rights of any third party. Client represents that it has authority to grant licenses to materials provided to Provider.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, willful misconduct or gross negligence. The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense.

11. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

12. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue until completion of the Services unless earlier terminated as provided herein. Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Upon termination, Client shall pay Provider for Services performed and non-cancellable obligations incurred through the effective date of termination.

13. INSURANCE

Provider shall maintain, at its expense, commercial general liability and employer's liability insurance with limits customary in the industry. Upon Client's request, Provider shall furnish certificates of insurance evidencing such coverage.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, nationally recognized overnight courier or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party may designate by notice.

15. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by authorized representatives of both parties. No waiver shall be effective unless in writing and signed by the waiving party. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one instrument.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of laws principles. This Agreement, together with any attachments and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect and the invalid provision shall be reformed to the minimum extent necessary to make it valid and enforceable.

17. MISCELLANEOUS

The parties acknowledge that Provider may engage subcontractors to perform portions of the Services provided Provider remains responsible for the performance of its subcontractors. Neither party shall assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

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