Loanout Agreement Template

LOANOUT AGREEMENT

This Loanout Agreement (the “Agreement”) is made as of Effective Date: by and between Company Name: a Corporation LLC Other organized under the laws of with principal place of business at (“Company”), and Client Name: with principal place of business at (“Client”). Company and Client are sometimes referred to herein each as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, Company operates as a loanout entity through which individual personnel provide professional services in connection with entertainment, production, or other commercial engagements; and

WHEREAS, Client desires to engage Company to provide the services of an individual performer, technician, or other personnel identified below, and Company is willing to provide such services on the terms and conditions set forth in this Agreement; and

WHEREAS, Company represents that it has the right to assign the professional services of the individual(s) identified and to perform the obligations set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. ENGAGEMENT; SERVICES

1.1 Engagement. Client engages Company to provide the services of the individual(s) described below, and Company accepts such engagement, subject to the terms and conditions of this Agreement.

2. TERM

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

3. COMPENSATION

3.1 Fees. In full consideration for the services to be performed by Company hereunder, Client shall pay Company Fees in the amount of USD per , subject to the payment schedule set forth below.

3.2 Invoicing. Company shall submit invoices to Client in accordance with the schedule in Section 3.1. Each invoice shall include reasonable detail of services performed and any pre-approved expenses. Client shall pay undisputed invoices within the time specified in the Payment Terms.

4. EXPENSES

Client will reimburse Company for reasonable out-of-pocket expenses incurred in connection with the performance of services and pre-approved in writing by Client. Reimbursable expenses shall be invoiced with supporting documentation and paid in accordance with the Payment Terms. Company agrees not to incur any single expense in excess of without Client's prior written approval.

5. INDEPENDENT CONTRACTOR; LOANOUT RELATIONSHIP

5.1 Relationship. Company is an independent contractor and is contracting on its own behalf as a loanout entity. Nothing in this Agreement shall be construed to create an employment relationship between Company and Client or between any individual provided by Company and Client. Company shall be solely responsible for the supervision, direction and control of its employees and contractors.

5.2 Performance by Individual. Company represents and warrants that the individual(s) provided either are employees or authorized agents of Company and that Company has the authority to make representations and enter into this Agreement on their behalf.

6. TAXES; WITHHOLDING

Company shall be solely responsible for all payroll taxes, employment taxes, social security contributions and other taxes or withholdings arising out of the compensation paid to Company and to any individual for whom Company is responsible. Client shall not withhold taxes on payments to Company unless required by applicable law, in which case Client may withhold and remit the required amounts and provide Company with documentation of such withholding.

7. WARRANTIES AND REPRESENTATIONS

Each Party represents and warrants that it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder; that entering into and performing under this Agreement will not violate any other agreement to which it is bound; and that there are no pending actions or proceedings that would reasonably affect its ability to perform under this Agreement.

Company further warrants that the services will be performed in a professional manner consistent with industry standards.

8. INTELLECTUAL PROPERTY; WORK PRODUCT

Except as expressly set forth herein, all tangible and intangible work product created or developed by Company or by the individual(s) loaned hereunder in the course of performing the services, including but not limited to audiovisual materials, recordings, scripts, designs, and other deliverables (collectively, “Work Product”), shall be deemed a work made for hire for Client. To the extent any Work Product is not a work made for hire, Company hereby irrevocably assigns, transfers and conveys to Client all right, title, and interest in and to such Work Product, including all copyrights, and shall execute and deliver such instruments and take such further actions as reasonably requested by Client to effectuate such assignment.

9. CONFIDENTIALITY

Each Party acknowledges that in the course of performing under this Agreement it may receive confidential or proprietary information of the other Party. Each Party agrees to hold and maintain such information in strict confidence, to use such information solely for the performance of this Agreement, and not to disclose such information except as required by law. Confidential information does not include information that is or becomes generally known to the public other than through a breach of this Agreement.

10. INSURANCE

Company shall maintain general liability and workers’ compensation insurance in such amounts customary for the industry and as reasonably requested by Client. Upon request, Company shall furnish certificates of insurance evidencing coverage required by this Section.

11. INDEMNIFICATION; LIMITATION OF LIABILITY

Company shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) Company’s breach of this Agreement, (b) claims by third parties relating to the employment status or compensation of the individual(s) provided by Company, and (c) negligence or willful misconduct of Company or its personnel. Client shall indemnify Company for claims arising from Client’s breach or negligence.

Neither Party shall be liable to the other for incidental, consequential, special or punitive damages, except to the extent such damages arise from gross negligence, willful misconduct, or indemnifiable third-party claims.

12. TERMINATION

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured thirty (30) days after written notice. In addition, Client may terminate this Agreement without cause upon written notice to Company, subject to payment for services rendered and reasonable wind-down costs incurred by Company through the effective date of termination.

13. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may specify in writing:

14. AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument executed by both Parties. No waiver of any breach shall be effective unless in writing signed by the Party granting the waiver, and no waiver shall operate as a waiver of any other or subsequent breach. 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.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflict of laws. 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 and understandings, oral or written. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. MISCELLANEOUS

Headings in this Agreement are for convenience of reference only and shall not affect interpretation. The Parties agree to execute such further documents and take such further actions as may be reasonably necessary to carry out the purposes of this Agreement.

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