Miscellaneous Soup Series

MISCELLANEOUS SOUP SERIES AGREEMENT

This Miscellaneous Soup Series Agreement (the Agreement) is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Producer is engaged in the business of developing, producing, and delivering culinary content and related services, including a recurring series entitled Series Title: (the Series);

WHEREAS, Client desires to retain Producer to create and deliver the Series in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that the Series and ancillary materials be provided pursuant to a limited-scope production engagement on the terms set forth below.

Scope of Work

Producer shall provide the following services and deliverables for the Series in a professional manner consistent with industry standards. Producer's obligations include but are not limited to development, recipe creation, filming coordination, editing, and delivery of final episodes as described below.

Payment Terms

In consideration for the services and deliverables, Client shall pay Producer the fees set forth below in accordance with the schedule and conditions specified. All amounts are payable in lawful currency and are exclusive of taxes unless otherwise required by law.

Payment Structure (select applicable):

Late Payment: Amounts not paid within the period set forth above shall accrue a late fee equal to per month, or the maximum allowed by law, whichever is less. Client shall also be responsible for reasonable collection costs and legal fees incurred to collect delinquent amounts.

Term and Termination

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach by the other party that remains uncured after fifteen (15) days' written notice.

Confidentiality

Definition: "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 and the circumstances of disclosure, including but not limited to recipes, production methods, business plans, pricing, and unpublished episode content.

Obligations: The receiving party shall (i) hold Confidential Information in confidence using at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) not use Confidential Information except to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors who have a need to know and who are bound by confidentiality obligations no less protective than those contained herein.

Exclusions: Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement by the receiving party, is independently developed without use of the disclosing party's Confidential Information, or is rightfully obtained from a third party without restriction.

Survival: The confidentiality obligations shall survive for three (3) years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they remain trade secrets under applicable law.

Intellectual Property; License

Ownership: Unless otherwise agreed in writing, Producer retains all ownership and intellectual property rights in materials, recipes, formats, and creative elements pre-existing or developed by Producer in connection with the Series. Producer grants Client a limited, non-exclusive, non-transferable license to use final delivered episodes for Client's agreed-upon distribution channels and purposes as set forth in the Scope of Work.

License Restrictions: Client shall not alter, sublicense, sell, or exploit the Series beyond the scope set forth in this Agreement without Producer's prior written consent.

Indemnification and Limitation of Liability

Indemnification: Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, losses, liabilities, and expenses arising from the indemnifying party's breach of this Agreement, negligence, or willful misconduct.

Limitation of Liability: Except for liability arising from a party's willful misconduct or breach of the confidentiality or indemnification provisions, neither party's aggregate liability for claims arising out of this Agreement shall exceed the total fees paid by Client to Producer under this Agreement during the twelve (12) month period preceding the claim.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be resolved by litigation in courts located in the governing state.

Entire Agreement; Amendment

This Agreement, including any schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. Any amendment or modification must be in writing and signed by duly authorized representatives of both parties.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party may designate by written notice.

Miscellaneous Provisions

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to a successor in interest by merger or acquisition provided the assignee assumes all obligations hereunder.

Independent Contractors: The parties are independent contractors. Nothing in this Agreement shall create an employment, agency, joint venture, or partnership relationship between the parties.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.

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