Lionsgate Contract Agreement

LIONSGATE CONTRACT AGREEMENT

This Contract Agreement (the Agreement) is entered into as of Effective Date: by and between Company Name: with principal place of business at (Company), and Contractor Name: with principal place of business at (Contractor). Company and Contractor are each a Party and collectively the Parties.

RECITALS

WHEREAS, Company is engaged in the development, production, distribution and exploitation of motion pictures, television, digital programming and other audiovisual content and desires to procure certain services in connection therewith; and

WHEREAS, Contractor represents that Contractor has the experience, expertise and personnel necessary to provide the services described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Contractor will perform services and deliver certain deliverables to Company.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

"Services" means the services to be performed by Contractor as described in Section 2 and the Scope of Services. Contractor shall perform the Services in a professional manner consistent with industry standards.

2. ENGAGEMENT; PERFORMANCE

Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services described in this Agreement. Contractor shall (a) furnish all labor, materials, equipment and supervision necessary to perform the Services; (b) comply with the schedule and milestones set forth in the Deliverables; and (c) comply with all applicable laws, rules and industry standards.

3. TERM

The term of this Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated in accordance with Section 11.

4. COMPENSATION; PAYMENT

As full compensation for the Services and Deliverables, Company shall pay Contractor Total Compensation: in accordance with the following payment schedule.

Contractor shall submit written invoices in accordance with the payment schedule. Unless otherwise agreed in writing, Company shall pay undisputed invoices within Thirty (30) days of receipt. All amounts payable hereunder are exclusive of taxes; Contractor is responsible for payment of any taxes imposed on Contractor.

5. INTELLECTUAL PROPERTY

Contractor acknowledges that all copyrightable subject matter, inventions, discoveries, improvements, processes, works of authorship and other intellectual property created, developed or delivered by Contractor in connection with the Services (collectively, the Works) shall be deemed "works made for hire" for Company. To the extent any Works are not considered works made for hire, Contractor hereby irrevocably assigns, transfers and conveys to Company all right, title and interest in and to the Works, including all copyrights, moral rights and other intellectual property rights throughout the world.

Contractor grants to Company a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right and license to use any pre-existing materials incorporated in the Works solely to exploit the Works as contemplated by this Agreement.

6. CONFIDENTIALITY

Each Party (Recipient) shall hold in confidence and shall not use or disclose any Confidential Information of the other Party (Discloser) except as necessary to perform under this Agreement. "Confidential Information" includes non-public technical, business and financial information disclosed by Discloser. Recipient shall 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. Confidentiality obligations shall survive termination of this Agreement for a period of years.

7. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that: (a) Contractor has full power and authority to enter into this Agreement; (b) the Services and Deliverables will be performed in a professional and workmanlike manner in accordance with industry standards; (c) Contractor's performance and the Deliverables will not infringe or misappropriate any third-party intellectual property or violate any law; and (d) Contractor shall obtain and maintain all necessary rights, permissions and clearances for any third-party materials.

8. INDEMNIFICATION

Contractor shall defend, indemnify and hold harmless Company, its affiliates and their respective officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any claim that the Services, the Deliverables or Contractor's performance infringe or misappropriate a third party's intellectual property rights or otherwise breach Contractor's representations and warranties.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR CONTRACTOR'S INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Liability Cap:

10. INSURANCE

During the Term, Contractor shall maintain at its expense commercial general liability insurance with limits not less than per occurrence, professional liability/errors & omissions insurance with limits not less than and workers' compensation as required by law. Contractor shall provide certificates of insurance upon Company's request.

11. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after receipt of written notice specifying the breach. Company may terminate this Agreement for convenience upon written notice to Contractor, subject to payment for Services performed and costs reasonably incurred through the effective date of termination.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below.

13. AMENDMENTS; WAIVER

No amendment, modification or waiver of any term of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No failure or delay by either Party to exercise any right shall operate as a waiver of that right.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in the governing state specified above for any action arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; EXECUTION

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 delivered by electronic means shall be deemed originals for all purposes.

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