Media Services Contract

MEDIA SERVICES CONTRACT

This Media Services Contract (the "Agreement") is entered into as of by and between Client Name: with principal place of business at ("Client"), and Service Provider Name: with principal place of business at ("Provider"). Client and Provider are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Client desires to engage Provider to perform certain media, production, post-production, distribution, advertising, promotional and related services as described herein; and

WHEREAS, Provider represents that it has the expertise, personnel, equipment and licenses necessary to provide the services described in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions governing Provider's performance and Client's payment for such services.

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

1. SCOPE OF SERVICES

1.1 Services. Provider shall provide the media services described in the Statement of Work attached hereto as Exhibit A and incorporated herein. Brief description of primary services:

1.2 Changes. Any changes to the scope, schedule or deliverables must be documented in a written change order signed by authorized representatives of both Parties. Provider shall not be obligated to perform changes absent such written change order.

2. TERM; TERMINATION

2.1 Term. The term of this Agreement shall commence on the effective date above and shall continue until unless earlier terminated as provided herein.

2.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party, subject to payment for Services performed through the effective date of termination.

2.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

3. FEES AND PAYMENT

3.1 Fees. Client shall pay Provider the fees set forth in Exhibit B. The initial fee for the Services is $ unless otherwise adjusted by written change order.

3.2 Expenses. Client shall reimburse Provider for pre-approved out-of-pocket expenses incurred in connection with performance, subject to an aggregate cap of $ unless otherwise agreed in writing.

3.3 Late Payment. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum amount permitted by law. The late payment interest rate is % per month.

4. INTELLECTUAL PROPERTY

4.1 Work Product Ownership. Except as otherwise set forth in this Agreement, all deliverables, final edited media, and other tangible embodiments of the Services delivered to Client (collectively, "Work Product") shall be considered a "work made for hire" and ownership shall vest in Client Provider (select applicable). If the Work Product is not a work made for hire, Provider hereby assigns to Client all right, title and interest in such Work Product, subject to Provider's retained rights in pre-existing materials.

4.2 Provider Materials. Provider shall retain ownership of its pre-existing materials, tools, templates, processes and know-how used in performing the Services ("Provider Materials"). Provider grants Client a non-exclusive, non-transferable license to use Provider Materials only to the extent embedded in the Work Product.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means any non-public information disclosed by one Party to the other in connection with this Agreement, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential.

5.2 Obligations. Each Party shall (a) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information, (b) not disclose Confidential Information to third parties except as required to perform under this Agreement or as required by law, and (c) use Confidential Information solely to exercise its rights and perform its obligations under this Agreement. Confidentiality obligations shall survive termination for .

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that it has the right and authority to enter into this Agreement and to perform its obligations hereunder.

6.2 Provider Warranties. Provider warrants that (a) the Services will be performed in a professional and workmanlike manner in accordance with industry standards, and (b) to Provider's knowledge, the Work Product as delivered to Client will not infringe any third-party intellectual property rights. Provider's sole obligation and Client's exclusive remedy for breach of the foregoing warranty shall be, at Provider's option, re-performance of the Services or refund of fees paid for the nonconforming Services.

7. INDEMNIFICATION

7.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or resulting from (a) Provider's breach of any representation or warranty in this Agreement, (b) Provider's negligence or willful misconduct, or (c) any allegation that the Work Product infringes a third party's intellectual property rights, provided Client gives Provider prompt written notice of any claim and cooperates in the defense.

7.2 Client Indemnity. Client shall indemnify, defend and hold harmless Provider for claims arising from Client materials, Client's use of Work Product in combination with third-party materials, or Client's breach of this Agreement.

8. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or a Party's indemnification obligations, the aggregate liability of either Party for any and all claims arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement during the preceding months. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES.

9. INSURANCE

10. INDEPENDENT CONTRACTOR

Provider is an independent contractor and not an employee, agent or partner of Client. Provider shall be solely responsible for all payroll taxes, withholdings and other statutory obligations for its employees and subcontractors.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of receipt.

12. ASSIGNMENT; SUBCONTRACTING

Neither Party shall assign this Agreement or delegate its duties without the prior written consent of the other Party; provided, however, Provider may engage subcontractors so long as Provider remains responsible for performance and compliance with this Agreement.

13. PUBLICITY

Neither Party shall issue any press release or make any public announcement regarding the existence or terms of this Agreement without the prior written consent of the other Party, except that Provider may include Client's name in a list of clients for general marketing purposes unless Client provides written objection.

14. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, fire, flood, pandemic, war, terrorism, civil unrest, strikes, government actions or failures of telecommunications or power, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

15. MISCELLANEOUS

15.1 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.

15.2 Entire Agreement. This Agreement, including all exhibits and written change orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties.

15.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid provision that most closely approximates the Parties' intent.

15.4 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The waiver of any breach shall not constitute a waiver of any subsequent breach.

15.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be binding.

Sign Now