Media Producer Document

MEDIA PRODUCER AGREEMENT

This Media Producer Agreement ("Agreement") is entered into on this date: by and between Client Name: and Producer Name: .

WHEREAS

WHEREAS, Client desires to engage Producer to produce certain audiovisual media, including but not limited to video, audio, photography, and associated deliverables relating to the project titled: ;

WHEREAS, Producer represents that it has the professional skill, personnel, equipment, and experience to perform the production services described herein and is willing to perform such services under the terms of this Agreement.

SCOPE OF WORK

Producer shall perform the services and deliver the deliverables described below (collectively, the "Services"). Producer will perform the Services in a professional manner consistent with industry standards.

PAYMENT TERMS

In consideration for the Services, Client shall pay Producer the total fee set forth below in accordance with the schedule specified. All amounts are in U.S. dollars unless otherwise agreed in writing.

Client shall reimburse Producer for reasonable, pre-approved out-of-pocket expenses incurred in connection with the Services. Reimbursable expenses must be supported by receipts and billed in accordance with the payment schedule.

TERM AND TERMINATION

This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice. Additionally, Client may terminate this Agreement without cause upon days' prior written notice, subject to payment obligations for Services performed and non-cancellable commitments.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Producer and Client each agree to keep Confidential Information strictly confidential and to use it solely for the performance of this Agreement. Confidential Information does not include information that is (a) already known by the receiving party without an obligation of confidentiality, (b) becomes publicly available through no breach of this Agreement, (c) is lawfully received from a third party without restriction, or (d) is independently developed without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing in this Agreement, Producer shall retain ownership of pre-existing materials and Producer's proprietary tools, but the parties agree as follows regarding ownership of the final delivered materials ("Delivered Materials"):

Assignment of Rights: Producer hereby assigns all right, title and interest in and to the Delivered Materials to Client (work-for-hire), subject to payment in full;

License Grant (if selected instead of assignment): Producer grants to Client a license to use the Delivered Materials for the purposes set forth in this Agreement for a term of .

Producer shall obtain releases and clearances for all third-party materials included in the Delivered Materials and shall deliver copies of such releases to Client upon request.

REPRESENTATIONS, WARRANTIES, AND INDEMNIFICATION

Producer represents and warrants that (a) Producer has full power and authority to enter into this Agreement and to grant the rights herein; (b) the Services and Delivered Materials will be original to Producer and will not infringe any third-party rights; and (c) Producer will comply with applicable laws in performing the Services.

Each party shall indemnify, defend, and hold harmless the other party from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of its representations or warranties or from claims alleging infringement, violation of third-party rights, or other liabilities caused by its acts or omissions.

INSURANCE

Producer shall maintain at its expense commercial general liability insurance and other coverage appropriate to the Services, and shall provide certificates of insurance evidencing such coverage upon Client's request.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for resolution of disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as may be designated by the parties in writing.

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