Media Services CapMedia Agreement

Media Services CapMedia Agreement

This Media Services Agreement ("Agreement") is made and entered into as of by and between:

WHEREAS

WHEREAS Party A (Client) desires to engage Service Provider to perform professional media, production, and related services as specified herein; and

WHEREAS Service Provider represents that it has the experience, personnel, equipment and facilities necessary to perform the Media Services and is willing to provide such services to Client pursuant to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. Scope of Work

Service Provider shall provide media services, including but not limited to concept development, production, post-production, editing, graphics, and delivery of final media files as detailed below. Specific deliverables, formats, milestones, and acceptance criteria shall be described in the scope statement:

Delivery schedule for the principal deliverables:

2. Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the Services. All amounts are in U.S. dollars unless otherwise stated.

Deposit or Upfront Payment:

Late Payment: Any past due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus all costs of collection, including reasonable attorneys' fees.

3. Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice.

4. Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not use or disclose to any third party any Confidential Information of the other party (the "Disclosing Party") except as necessary to perform under this Agreement. "Confidential Information" means information that is marked confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement by the Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or court order, provided the Disclosing Party receives prompt notice and an opportunity to seek protective measures.

5. Intellectual Property and Deliverables

Unless otherwise agreed in writing, Service Provider grants to Client a non-exclusive, perpetual, worldwide license to use, reproduce, and distribute final deliverables produced under this Agreement for Client's business purposes. Service Provider retains ownership of preexisting materials, underlying technology, raw footage, and tools, subject to a license to Client for any incorporated elements expressly assigned in writing.

If any third-party licenses are required for use of third-party materials, Service Provider will notify Client and obtain necessary licenses prior to delivery; costs for such licenses will be charged to Client unless otherwise agreed.

6. Warranties; Indemnification

Each party represents that it has the full power and authority to enter into this Agreement. Service Provider warrants that Services will be performed in a professional manner consistent with industry standards. Client shall indemnify and hold Service Provider harmless from claims arising from Client-provided materials, instructions, or uses of deliverables outside the scope of this Agreement. Service Provider shall indemnify Client for third-party claims of infringement directly resulting from Service Provider's breach of warranty.

7. 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. Venue for any dispute arising under this Agreement shall lie in the state and federal courts located in that state.

8. Entire Agreement

This Agreement, including any exhibits, schedules, or statements of work executed hereunder, 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 amendment or modification must be in writing and signed by both parties.

9. Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor by merger or sale of substantially all assets.

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