Media Services Agreement

MEDIA SERVICES AGREEMENT

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

WHEREAS

WHEREAS, Client desires to retain Service Provider to perform media services, including production, editing, distribution strategy, and related creative services, as set forth in this Agreement; and

WHEREAS, Service Provider has the professional expertise and resources necessary to deliver the media services described in this Agreement and is willing to provide such services to Client on the terms and conditions set forth herein.

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

SCOPE OF WORK

Service Provider shall provide media services as described below. The parties acknowledge that specific deliverables, milestones, and acceptance criteria will be set forth in writing and attached to this Agreement or agreed via written amendment.

PAYMENT TERMS

In consideration for the services performed by Service Provider, Client shall pay Service Provider the fees set forth below in accordance with the schedule and conditions stated herein.

All amounts payable under this Agreement are exclusive of applicable taxes. Client shall reimburse Service Provider for reasonable, preapproved out-of-pocket expenses incurred in the performance of services upon submission of receipts.

TERM AND TERMINATION

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice_period_days specified above following written notice. Termination for cause is effective immediately where a party engages in gross negligence, willful misconduct, or material violation of law in connection with the services.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given its nature. Each party agrees to: (a) use Confidential Information solely to perform obligations under this Agreement; (b) restrict disclosure to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that: (i) is or becomes publicly available other than through a breach of this Agreement; (ii) was lawfully in the receiving party's possession prior to disclosure; or (iii) is rightfully received from a third party without restriction.

Upon termination or upon written request, receiving party shall promptly return or destroy Confidential Information and certify such return or destruction, except as required to be retained by law or to the extent reasonably necessary for archival backup or to pursue post-termination obligations.

OWNERSHIP; LICENSES

Unless otherwise agreed in writing, Service Provider retains ownership of preexisting materials, tools, templates, and methodologies. Upon full payment of fees due for a specific deliverable, Service Provider grants Client a nonexclusive, worldwide license to use the final deliverables for the purposes agreed in this Agreement. Service Provider warrants that to the best of its knowledge the deliverables will not infringe third-party intellectual property rights and will assign or cause to be assigned to Client any rights it can validly assign in works created specifically for Client under this Agreement.

INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or material violation of law, provided the indemnitee promptly notifies the indemnitor of any such claim and cooperates in the defense.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Agreement, together with any written attachments or statements of work signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or employment relationship. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. Notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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