Media Document Template

MEDIA DOCUMENT TEMPLATE

This Media Services Agreement (the "Agreement") is entered into as of by and between Client Name: and Media Provider Name: .

RECITALS

WHEREAS, Client desires to engage Provider to create, produce, deliver and, where applicable, distribute certain audiovisual, photographic or multimedia materials and related services for the project titled:

WHEREAS, Provider represents that it has the expertise, personnel and equipment necessary to perform the services described herein and is willing to provide such services on the terms and conditions set forth in this Agreement.

WHEREAS, the parties intend by this Agreement to set forth the terms governing delivery, ownership, payment and limited license grants for the media deliverables.

SCOPE OF WORK

Final edited video

Stills/photographs

PAYMENT TERMS

If Client fails to pay any undisputed amount when due, a late fee of per month shall accrue on the outstanding balance, or the maximum permitted by law, whichever is less.

TERM AND TERMINATION

This Agreement commences on and will continue in effect until unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Upon termination, Client shall pay Provider for all services performed and deliverables completed through the effective date of termination.

Either party may terminate immediately for material breach if the breaching party fails to cure within fifteen (15) days after written notice of such breach. Rights and obligations accrued prior to termination survive termination.

CONFIDENTIALITY

Each party acknowledges that in connection with the performance of this Agreement it may receive confidential information of the other party ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the receiving party, is rightfully obtained from a third party without restriction, or is independently developed. The receiving party shall (i) use Confidential Information only to perform its obligations under this Agreement; (ii) 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; and (iii) not disclose Confidential Information to any third party except to those employees, agents or subcontractors who need access to perform this Agreement and who are bound by confidentiality obligations no less protective than those set forth herein.

Upon termination or written request, the receiving party will promptly return or irreversibly destroy all Confidential Information of the disclosing party and certify in writing that such return or destruction has occurred.

INTELLECTUAL PROPERTY AND LICENSES

Unless otherwise agreed in writing, Provider shall retain ownership of raw footage, production materials, and underlying intellectual property created prior to or outside the scope of this Agreement. Upon full payment, Provider grants Client a non-exclusive, worldwide, perpetual license to use the final delivered materials for the uses specified in the delivery memo. Any uses beyond the license granted require additional written authorization and compensation.

Select license type: Non-exclusive Exclusive (limited scope requires separate agreement)

WARRANTIES AND INDEMNIFICATION

Provider represents and warrants that: (i) it has the full right and authority to enter into this Agreement and grant the rights granted herein; (ii) the deliverables will be original to Provider or properly licensed; and (iii) the deliverables will not infringe third-party intellectual property rights. Client shall indemnify, defend and hold harmless Provider from and against any claims arising from Client's use of the deliverables in a manner not authorized by this Agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees actually paid to Provider under this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties agree to attempt in good faith to resolve disputes through negotiation prior to initiating litigation. Any action related to this Agreement shall be brought exclusively in the state or federal courts located in the governing jurisdiction specified above.

NOTICES

ENTIRE AGREEMENT

This Agreement, together with any attached exhibits, schedules or delivery memos expressly incorporated by reference, constitutes the complete and exclusive statement of the agreement between the parties with respect to its subject matter and supersedes all prior proposals, understandings and communications, whether oral or written. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

EXECUTION

Each person signing below represents and warrants that they are duly authorized to execute this Agreement on behalf of the party for which they sign and that such party agrees to be bound by the terms and conditions set forth herein.

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