Media Podcast Program

MEDIA PODCAST PROGRAM AGREEMENT

Effective Date:    Client Name:    Producer Name:

RECITALS

WHEREAS, Client desires to develop and distribute a podcast series titled: Program Title: (the "Program"), and to engage Producer to perform production, post-production, and distribution services in connection with the Program;

WHEREAS, Producer has the expertise, personnel, equipment, and facilities necessary to produce the Program in accordance with the scope described below; and

WHEREAS, the parties wish to set forth the terms under which Producer will produce, deliver, and the Client will accept and pay for episodes of the Program.

SCOPE OF WORK

Producer shall provide the services described below for each episode and for the Program as a whole. Services will include but are not limited to pre-production planning, recording, editing, sound design, mixing, metadata tagging, and delivery of final masters in agreed formats. Specific deliverables, milestones, and acceptance criteria are as follows:

PAYMENT TERMS

Client shall pay Producer compensation for the Services as set forth below. Unless otherwise stated, all amounts are payable in U.S. dollars and exclusive of taxes for which the paying party is responsible.

Late payments incur a late fee of of the past-due amount per month, or the maximum lawful rate if lower. Client shall reimburse Producer for reasonable collection costs and attorneys' fees incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice; Client remains liable for payment for Services performed through the effective date of termination and any non-cancellable obligations.

CONFIDENTIALITY

Each party (the "Receiving Party") shall hold in strict confidence and not disclose or use any Confidential Information of the other party (the "Disclosing Party") except to perform under this Agreement. "Confidential Information" includes non-public business, technical, and creative information, scripts, unreleased recordings, and commercial terms. Confidential Information does not include information that (a) is or becomes publicly available without breach; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is rightfully received from a third party without confidentiality obligations; or (d) is independently developed by the Receiving Party.

The Receiving Party may disclose Confidential Information to its employees, contractors, agents, or professional advisors on a need-to-know basis provided such persons are bound by confidentiality obligations no less restrictive than those herein. Confidentiality obligations survive termination for a period of three (3) years except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND RIGHTS

Unless otherwise agreed in writing, Client retains ownership of pre-existing Client materials and trademarks. Producer retains ownership of pre-existing Producer materials and underlying production methodologies. For each episode produced and paid for in full under this Agreement, Producer assigns to Client all right, title, and interest in the final mixed and mastered episode masters delivered to Client, subject to payment in full and subject to the limited license back to Producer to include the work in Producer's portfolio and to archive recordings for legal/compliance purposes.

Client grants Producer a non-exclusive, royalty-free license to exploit native files and excerpts for Producer marketing and promotional purposes only, provided such use does not disclose Confidential Information and credits Client appropriately.

INDEMNIFICATION & LIMITATION OF LIABILITY

Each party indemnifies, defends and holds harmless the other party from claims, liabilities, damages, and expenses arising from the indemnifying party's breach of representations, warranties, or obligations under this Agreement or from gross negligence or willful misconduct. Except for liability arising from a party's indemnification obligations, willful misconduct, or a breach of confidentiality, neither party shall be liable for consequential, special, or punitive damages and aggregate liability shall not exceed the total fees paid or payable under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in the same state, and the parties submit to the exclusive jurisdiction of those courts.

ENTIRE AGREEMENT

This Agreement, including all schedules and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and do not affect interpretation.

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