Marketing Sizzle Video

MARKETING SIZZLE VIDEO AGREEMENT

This Marketing Sizzle Video Agreement (the Agreement) is entered into as of Effective Date: by and between the parties set forth below.

PARTIES

RECITALS

WHEREAS, Client desires to engage Producer to create a marketing sizzle video and ancillary deliverables for promotion of Client's products, services, or brand in accordance with the terms of this Agreement; and

WHEREAS, Producer represents that it possesses the necessary personnel, technical capability, equipment, and experience to produce the Video and Deliverables described below, and is willing to perform such services subject to the payment and terms herein; and

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

SCOPE OF WORK

Producer shall provide production, post-production, and delivery services for the Marketing Sizzle Video (the Video) and related assets (the Deliverables). Deliverables may include the items selected below and any additional items described in the Scope of Work field.

DELIVERY SCHEDULE

Milestone 1 — Pre-production complete by:

Milestone 2 — Principal photography complete by:

Final Delivery (first cut) due by:

PAYMENT TERMS

Late Payment: Any undisputed amount not received within days after invoice is subject to a late fee of of the overdue amount per month, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

Project Term Commencement Date: . Target Completion Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may also terminate without cause upon days' prior written notice.

If terminated other than for Producer's uncured breach, Client shall pay Producer for all work completed to date, including non-cancellable commitments and costs reasonably incurred in winding down work.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, creative, or financial information disclosed by one party to the other in connection with this Agreement. Each party shall: (a) hold Confidential Information in confidence; (b) use it only to perform its obligations hereunder; and (c) restrict disclosure to employees, contractors, or agents with a need to know, who are bound by confidentiality obligations no less protective than those herein.

Confidential obligations shall not apply to information that is: (i) already known to the receiving party without restriction; (ii) publicly known through no wrongful act of the receiving party; (iii) rightfully received from a third party without confidentiality obligations; or (iv) independently developed by the receiving party. Upon termination or written request, receiving party shall return or destroy Confidential Information and certify such destruction.

INTELLECTUAL PROPERTY AND USAGE RIGHTS

Upon final payment in full, Producer assigns to Client all right, title, and interest in and to the final Video and Deliverables created specifically for Client under this Agreement, excluding Producer pre-existing materials, third-party materials, and Producer tools and methodologies. Producer grants Client an exclusive, worldwide, transferable license to use the Deliverables for Client's marketing and promotional purposes.

Producer may retain copies for archival purposes. Producer may use excerpts of the Deliverables in its promotional materials or portfolio unless Client checks the box below to withhold such usage:

WARRANTIES; INDEMNITY; LIMITATION OF LIABILITY

Each party represents that it has authority to enter this Agreement and will comply with applicable laws. Producer warrants that Deliverables will materially conform to the Scope of Work and to reasonable industry standards. Client warrants that it has the rights to grant Producer all necessary permissions and materials.

Each party shall indemnify and hold the other harmless from third-party claims arising from its breach, willful misconduct, or infringement of third-party rights. EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID TO PRODUCER UNDER THIS AGREEMENT.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Any dispute arising out of this Agreement shall be resolved in the state or federal courts located in the agreed jurisdiction.

ENTIRE AGREEMENT

This Agreement (including any exhibits, statements of work, or attachments expressly incorporated herein) constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations, and understandings. Any amendment must be in writing signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a merger or sale of substantially all of its assets. The provisions that by their nature should survive termination shall survive, including ownership, confidentiality, indemnity, and limitation of liability.

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