Media Production Agreement

MEDIA PRODUCTION AGREEMENT

This Media Production Agreement ("Agreement") is made effective as of , by and between Client Name: with Address: (\"Client\"), and Producer Name: with Address: (\"Producer\").

WHEREAS

WHEREAS, Client desires to engage Producer to provide media production services in connection with the Project described below, and Producer represents that it has the skill, experience and professional personnel to perform such services in accordance with this Agreement.

WHEREAS, Producer will create and deliver certain audiovisual works, raw footage, edited masters and related materials pursuant to the terms set forth in this Agreement and the schedule agreed by the parties; and

WHEREAS, the parties intend that all rights, compensation and obligations be memorialized herein.

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $

Deposit: $ payable upon execution. Balance payable as follows:

Late Payment: Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Client shall be responsible for all reasonable collection costs and attorney fees incurred by Producer to collect past due amounts.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Termination for convenience by Client requires payment for work performed through the effective date of termination and reasonable wind-down costs.

CONFIDENTIALITY

All non-public information disclosed by one party to the other relating to the Project, business operations, scripts, raw footage, edits, proprietary techniques and financial terms shall be treated as Confidential Information and shall not be disclosed to any third party except as reasonably required to perform the obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available without breach, is lawfully obtained from a third party, or is independently developed.

  Confidentiality obligations are mutual and bind both parties.

INTELLECTUAL PROPERTY; DELIVERY

Unless otherwise agreed in writing, Producer agrees to deliver to Client the finished deliverables described in the Scope of Work. Upon full payment of all fees, Producer assigns to Client all right, title and interest in the final edited masters and deliverables created specifically for Client under this Agreement, subject to Producer's retained rights in pre-existing materials and any third-party materials licensed to Producer. Producer shall obtain and pay for all necessary clearances, releases and licenses for third-party materials incorporated in the deliverables unless otherwise specified in writing.

INDEMNIFICATION

Each party shall indemnify and hold harmless the other party from claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising from the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party rights in materials provided by that party.

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. The parties submit to the exclusive jurisdiction of the competent courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any attachments and statements of work expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

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