Legal Script Coordinator Agreement

LEGAL SCRIPT COORDINATOR AGREEMENT

This Legal Script Coordinator Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal place of business at Company Address: ("Company"), and Coordinator Name: with address Coordinator Address: ("Coordinator"). Company and Coordinator are collectively referred to as the Parties.

RECITALS

WHEREAS, Company is engaged in the development, production and distribution of audiovisual works and requires script coordination, continuity, legal review coordination and related services for its projects; and

WHEREAS, Coordinator represents that Coordinator has the skill, experience and personnel necessary to provide script coordination and related services and is willing to provide such services to Company on the terms and conditions set forth herein; and

WHEREAS, the Parties desire to set forth the terms under which Coordinator will provide such services.

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

1. SERVICES

1.1 Scope. Coordinator shall perform script coordination services for the Project(s) described below, including but not limited to tracking revisions, maintaining continuity logs, preparing script drafts for legal review, coordinating with writers and production staff regarding script changes, preparing shooting scripts and production reports, and maintaining records of script permissions and clearances (the Services). Coordinator shall perform Services in a professional manner consistent with industry practice.

2. TERM

2.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue until Termination Date: , unless earlier terminated in accordance with Section 12.

3. COMPENSATION

3.1 Fees. As full compensation for the Services, Company shall pay Coordinator in accordance with the rates and schedule set forth below. Fees shall be due and payable in accordance with Section 3.3.

Fixed fee Hourly rate Per-day rate

3.2 Expenses. Company shall reimburse Coordinator for pre-approved out-of-pocket expenses incurred in connection with performance of the Services upon submission of reasonable supporting documentation. Reimbursable expenses exclude personal travel and alcoholic beverages unless pre-approved in writing.

3.3 Invoices and Payment. Coordinator shall invoice Company monthly unless otherwise agreed. Company shall pay undisputed amounts within Payment Days: days of receipt of invoice. Disputed amounts shall be resolved in good faith and payment of undisputed portions shall not be withheld.

4. INDEPENDENT CONTRACTOR

Coordinator is an independent contractor and not an employee, agent, or partner of Company. Coordinator shall be solely responsible for all taxes, withholdings, benefits and other obligations applicable to Coordinator and its personnel. Coordinator shall not bind Company to any contract or incur any obligation on behalf of Company except as expressly authorized in writing.

5. WORK PRODUCT AND INTELLECTUAL PROPERTY

5.1 Ownership. To the extent permitted by applicable law, all scripts, continuity logs, notes, edits, derivative materials, and other materials created or developed by Coordinator pursuant to this Agreement (collectively, the Work Product) shall be deemed works made for hire and shall be the sole and exclusive property of Company. To the extent any Work Product is not deemed a work made for hire, Coordinator hereby irrevocably assigns, transfers and conveys to Company all right, title and interest in and to such Work Product, including all copyrights and other intellectual property rights.

5.2 Moral Rights; Assistance. Coordinator hereby waives and agrees not to assert any moral rights or similar rights in the Work Product and shall execute such documents and take such further actions reasonably requested by Company to effectuate the assignment of rights.

6. CONFIDENTIALITY

6.1 Confidential Information. Coordinator shall hold all Confidential Information of Company in strict confidence and shall not disclose, use, publish or disseminate Confidential Information except as necessary to perform the Services. "Confidential Information" means all non-public information relating to Company's projects, business plans, scripts, talent negotiations, financial information, and other proprietary information, whether oral, written or electronic.

6.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly known through no breach by Coordinator; (b) is rightfully received from a third party without restriction; (c) is independently developed by Coordinator without use of Company Confidential Information; or (d) is required to be disclosed by law, provided Coordinator gives Company prompt notice and cooperates in any protective measures.

6.3 Survival. The confidentiality obligations of this Section shall survive termination or expiration of this Agreement for a period of five (5) years, and with respect to trade secrets, for as long as such information remains a trade secret under applicable law.

7. REPRESENTATIONS AND WARRANTIES

Coordinator represents and warrants that: (a) Coordinator has the full right, power and authority to enter into and perform this Agreement; (b) the Services and the Work Product will not infringe the rights of any third party; (c) Coordinator will perform Services in a professional manner consistent with industry standards; and (d) Coordinator will comply with all applicable laws, rules and regulations in performing the Services.

8. INSURANCE

Coordinator shall maintain, at Coordinator's expense, commercial general liability insurance and professional liability insurance with limits reasonably acceptable to Company and shall provide certificates of insurance upon request. Coordinator shall require that any subcontractors maintain equivalent coverage.

9. INDEMNIFICATION

Coordinator shall indemnify, defend and hold harmless Company, its affiliates and their respective officers, directors, employees and agents from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) a breach by Coordinator of any representation, warranty or covenant in this Agreement; or (b) the gross negligence or willful misconduct of Coordinator in performing the Services.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 5 (WORK PRODUCT AND INTELLECTUAL PROPERTY) OR SECTION 9 (INDEMNIFICATION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO COORDINATOR UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. TERMINATION

11.1 Termination for Convenience. Either Party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other Party.

11.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice specifying the breach.

11.3 Effect of Termination. Upon termination, Company shall pay Coordinator for Services performed and approved expenses incurred through the effective date of termination. Coordinator shall promptly deliver to Company all Work Product and Confidential Information and shall provide reasonable transition assistance.

12. NON-SOLICITATION

During the Term and for a period of twelve (12) months following termination, Coordinator shall not, directly or indirectly, solicit or attempt to solicit for employment or engagement any employee, contractor or freelancer of Company who was involved with the Project without Company's prior written consent. This covenant shall not restrict general solicitations for employment that are not targeted at Company personnel.

13. NOTICES

All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the contact information set forth below. Notice is effective upon receipt.

14. ASSIGNMENT

Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, provided that Company may assign this Agreement in connection with a sale of substantially all of its assets or a corporate reorganization without Coordinator's consent.

15. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall constitute a waiver of any other breach or subsequent breach.

16. SEVERABILITY

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

17. GOVERNING LAW

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

18. 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, understandings and negotiations, whether written or oral.

19. COUNTERPARTS

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. Signatures transmitted by electronic means shall be binding.

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