Marketing Animation Video

MARKETING ANIMATION VIDEO AGREEMENT

Parties

This Agreement is entered into between

Recitals

Where Client desires to procure an original animated video for marketing purposes and Agency has expertise in producing animation, the Parties agree to the terms set forth in this Agreement governing deliverables, payment, intellectual property, and related provisions.

Campaign & Project Description

Project timeline: Commencement:   Completion (estimated):

Deliverables & Acceptance

Agency shall deliver the items described below in accordance with the stated formats, quantities, and delivery dates. Acceptance shall be governed by the acceptance criteria stated herein; Client shall provide written acceptance or detailed rejection within five (5) business days following delivery of each milestone.

Format:   Quantity:   Delivery Date:

Revisions: Agency includes of revisions to the approved animatic/script; additional revisions billed at $ per hour.

Compensation & Payment

Client agrees to pay Agency the fees and expenses described below in consideration for the deliverables and rights granted.

Late payments shall bear interest at the lesser of 1.5% per month or the highest rate permitted by law, and Client is responsible for reasonable collection costs. All fees are exclusive of applicable taxes; Client shall pay any sales, use, value-added, or similar taxes assessed in connection with this Agreement unless Client provides a valid exemption certificate.

Usage Rights & Intellectual Property

Subject to full payment of fees due and payable, Agency grants Client a non-exclusive / exclusive license as specified below to use the final delivered animation in the Territory and for the Term described. Unless otherwise agreed in writing, Agency retains ownership of pre-existing materials, tools, and underlying intellectual property not specifically created for Client.

Territory:   Duration:

Exclusivity:   If exclusivity is selected, specify industry/category restrictions:

Ownership: Upon full payment, Agency shall assign to Client all right, title and interest in the final delivered animation as described in this Agreement, except for Agency's underlying tools, templates, or stock assets for which Agency holds license rights. Agency warrants it has the right to grant such assignment and will execute documents reasonably necessary to effectuate the transfer.

FTC Disclosure & Compliance

Agency/Creator shall ensure that any influencer endorsements, paid placements, or sponsored content associated with the animation comply with applicable advertising and disclosure laws and regulations. Agency shall provide clear and conspicuous disclosure of material connections where required.

Acknowledgement of compliance:

Confidentiality

Each Party shall maintain in confidence all confidential information received from the other Party during the term and shall not disclose or use such information except to perform its obligations under this Agreement. Confidential information does not include information that is or becomes public without breach, is rightfully received from a third party, or is independently developed.

Termination & Kill Fee

Either Party may terminate this Agreement for convenience upon days' prior written notice. If terminated by Client after Agency has commenced work, Client shall pay a kill fee equal to expenses incurred plus a pro rata portion of the fee reflecting work performed to date, with a minimum kill fee of $ .

Representations, Warranties & Indemnity

Each Party represents that it has full power and authority to enter into and perform this Agreement. Agency warrants that the deliverables will be original and will not infringe third-party intellectual property rights. Agency will indemnify, defend and hold harmless Client from any third-party claim arising from Agency's breach of the foregoing warranty, provided Client gives prompt written notice of any claim and cooperates in defense.

Limitation of Liability: Except for breaches of confidentiality or indemnity obligations and in cases of willful misconduct, neither Party's aggregate liability shall exceed the total fees paid under this Agreement for the specific project. In no event shall either Party be liable for consequential, incidental, or punitive damages.

Taxes, Expenses & Third-Party Materials

Client will reimburse pre-approved out-of-pocket expenses incurred by Agency in connection with the project. Agency shall obtain licenses for any third-party materials used in the deliverables and shall provide license documentation to Client upon request.

Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to conflict-of-law principles. The Parties shall attempt in good faith to resolve any dispute through negotiation. If unresolved, disputes shall be submitted to binding arbitration in the agreed jurisdiction unless otherwise mutually agreed in writing.

Arbitration agreed:

Miscellaneous

Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior agreements. Amendments must be in writing, signed by authorized representatives of both Parties. If any provision is found invalid, the remaining provisions shall remain in full force and effect.

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