Legal Product Placement Agreement

LEGAL PRODUCT PLACEMENT AGREEMENT

This Product Placement Agreement (the "Agreement") is entered into as of Effective Date: by and between Sponsor Name: , Sponsor Address: , and Producer Name: , Producer Address: . Sponsor and Producer each may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Sponsor manufactures, markets, or otherwise controls the commercial rights to certain products identified herein as the "Products" and desires promotional exposure of such Products within Producer's media content; and

WHEREAS, Producer creates and distributes audio-visual content and has agreed to provide Product placement services by incorporating Sponsor's Product into specified media content in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights and obligations with respect to such Product placement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Placement" means the incorporation, display, mention, demonstration or use of a Product within Producer's Content in the manner described in Section 2. 1.2 "Content" means the specific audio-visual, digital, broadcast or other media work into which the Product will be placed. 1.3 "Materials" means Sponsor-owned marks, logos, packaging, product units and other items provided by Sponsor for the Placement.

2. SCOPE OF SERVICES

2.1 Services. Producer shall perform the Placement services described below in accordance with the schedule and specifications set forth by Sponsor and approved in writing by both Parties.

3. PLACEMENT MATERIALS; APPROVALS

3.1 Materials. Sponsor shall deliver Materials necessary for the Placement by the dates set forth in the Placement Schedule. Sponsor retains ownership of all Materials and grants Producer only the limited license set forth in Section 6.

3.2 Approvals. Producer shall submit proposed uses of Materials to Sponsor for approval in accordance with the following approval procedure and timetable. Sponsor shall provide any approval, rejection or request for modification within calendar days of submission. Failure to respond within such period will be deemed approval.

4. COMPENSATION; PAYMENT

4.1 Fees. In consideration for the Placement, Sponsor shall pay Producer the Fee set forth below, subject to adjustments only as provided in this Agreement.

4.2 Taxes; Withholding. Fees are exclusive of taxes. Each Party is responsible for taxes imposed on its income. If any taxes are required to be withheld by applicable law, Sponsor may withhold such amounts and shall provide documentation of withholding upon request.

5. TERM; TERMINATION

5.1 Term. The term of this Agreement shall commence on the Effective Date and continue until unless earlier terminated pursuant to this Section.

5.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any representation, warranty or covenant and fails to cure such breach within days after receipt of notice.

5.3 Effect of Termination. Upon termination, Producer shall cease further use of Materials and Sponsor shall pay Producer for all Placement work properly performed through the effective date of termination.

6. INTELLECTUAL PROPERTY; LICENSE

6.1 Ownership. Sponsor retains all right, title and interest in and to the Materials and all intellectual property rights therein. Producer acknowledges Sponsor's exclusive ownership and shall not contest such ownership.

6.2 License to Use Materials. Sponsor grants Producer a limited, non-exclusive, non-transferable license to use the Materials solely for the purpose of performing the Placement during the Term and in the Content, subject to Sponsor's approval rights and the restrictions in this Agreement.

7. CONFIDENTIALITY

Each Party shall maintain in confidence all non-public information disclosed by the other Party that is identified as confidential or that, by its nature, ought reasonably to be treated as confidential. Confidential information shall not be disclosed except as required by law or as necessary to perform this Agreement, and then only upon notice to the disclosing Party.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Sponsor Warranties. Sponsor represents that it has the right to provide the Materials and that use of the Materials as contemplated will not infringe the rights of any third party.

9. INDEMNIFICATION

Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, damages, claims and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of any representation, warranty or covenant, or from claims that the Materials or the Placement infringe third-party rights, except to the extent caused by the Indemnified Party's gross negligence or willful misconduct.

10. INSURANCE

Producer shall maintain commercial general liability and, where applicable, errors and omissions insurance with limits reasonably customary for the industry. Upon request, Producer shall furnish Sponsor with certificates evidencing such insurance.

11. COMPLIANCE WITH LAWS; STANDARDS

Each Party shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including advertising and consumer protection laws. Producer shall ensure that any disclosure required by law regarding the commercial nature of the Placement is clear and conspicuous within the Content.

12. PUBLICITY; CREDITS

Except as otherwise agreed in writing, neither Party shall issue press releases or public announcements referring to the other Party's participation without the other Party's prior written consent. Any agreed credit or sponsor attribution shall be provided in the form and location specified in the Placement Description.

13. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF SECTION 6 (INTELLECTUAL PROPERTY) OR SECTION 9 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, certified mail, return receipt requested, or recognized overnight courier. Notices shall be effective upon receipt.

15. AMENDMENTS; WAIVER

This Agreement may not be amended except by a written instrument signed by both Parties. No waiver of any breach or default shall constitute a waiver of any other breach or default.

16. GOVERNING LAW

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

17. ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

18. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a tribunal of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to substitute a valid provision that most closely effects the Parties' original intent.

19. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

Sign Now