Multimedia Videos Agreement

MULTIMEDIA VIDEOS AGREEMENT

This Multimedia Videos Agreement (the Agreement) is made between Producer Name: and Client Name: .

RECITALS

WHEREAS, Producer is engaged in the business of producing multimedia video content and has the expertise, equipment, personnel and creative capability to produce audiovisual works; and

WHEREAS, Client desires to engage Producer to produce certain video materials described in this Agreement for use as set forth herein, and Producer is willing to perform such services pursuant to the terms and conditions of this Agreement.

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the production, delivery, payment and ownership of the video deliverables.

CONTACT AND NOTICE INFORMATION

SCOPE OF WORK

Producer shall provide the services and deliverables described below (Deliverables). Producer will perform the services in a professional manner consistent with industry standards and the agreed schedule.

Deliverables shall include final edited video files, one (1) set of master files and any ancillary files identified above. Delivery format(s) shall be specified in the Scope of Work. Client shall have an acceptance period of days following delivery to review and provide written notice of rejection if the Deliverables do not materially conform to the agreed specifications. If Client does not provide such notice within the acceptance period, the Deliverables shall be deemed accepted.

PAYMENT TERMS

As consideration for the services and Deliverables, Client shall pay Producer the total amount of (Total Fee), pursuant to the following schedule:

A non-refundable deposit of is due upon execution. The balance is due in accordance with the Payment Schedule and, unless otherwise agreed in writing, all amounts are due within days of invoice.

Late payments shall accrue interest at the lesser of (a) the rate of or (b) the maximum rate permitted by law. Client shall also be responsible for any collection costs, including reasonable attorneys' fees.

All fees are exclusive of applicable taxes. Client is responsible for sales, use, VAT, or other taxes unless Client provides valid exemption documentation.

TERM AND TERMINATION

The term of 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 providing days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Producer for all work performed up to the effective date of termination and for non-cancellable commitments reasonably incurred.

Either party may terminate this Agreement immediately for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach.

INTELLECTUAL PROPERTY AND LICENSE

Unless otherwise agreed in writing, Producer shall retain the copyright in raw footage and underlying materials. Upon Client's full payment of all amounts due under this Agreement, Producer grants Client a perpetual, worldwide, non-exclusive, sublicensable license to use, reproduce, distribute and publicly display the final Deliverables for the purposes specified in the Scope of Work. If the parties intend full assignment of copyright, check and initial below.

Assignment of copyright to Client upon final payment (if checked, Producer agrees to execute necessary instruments of transfer).

CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to third parties any Confidential Information of the other party disclosed in connection with this Agreement, except to employees, contractors and advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement, (b) was rightfully known prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the other party's Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years, provided that trade secrets shall be protected for as long as such information remains a trade secret under applicable law.

WARRANTIES, REPRESENTATIONS AND DISCLAIMER

Each party represents and warrants that it has full power and authority to enter into this Agreement. Producer warrants that the Deliverables will materially conform to the specifications set forth in the Scope of Work and will be produced in a professional manner consistent with industry standards. Client represents that any materials or third-party content provided to Producer are owned by Client or properly licensed for the intended use, and Client will secure and deliver all necessary releases and permissions.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, PRODUCER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Client shall indemnify, defend and hold harmless Producer and its affiliates from and against any claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client-provided materials, or Client's use of the Deliverables in a manner not authorized by this Agreement.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO PRODUCER BY CLIENT UNDER THIS AGREEMENT.

INSURANCE

Producer represents that it carries business liability insurance and, upon reasonable request, will provide certificates evidencing coverage. Nothing in this Agreement limits either party's obligations under insurance policies.

DELIVERY; STORAGE; BACKUPS

Producer will deliver the agreed Deliverables in the formats specified. Producer will retain backup copies for a period of days following final delivery unless otherwise agreed in writing. Client is responsible for maintaining its own archival copies thereafter.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve disputes in good faith through negotiation. If negotiation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration in the governing state, unless otherwise mutually agreed in writing.

ASSIGNMENT; SUBCONTRACTING

Neither party may assign this Agreement without the other party's prior written consent, except that Producer may engage subcontractors and assign to affiliates provided Producer remains responsible for performance. Any permitted assignee shall assume all obligations of the assigning party.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all attachments and the Scope of Work and Payment Schedule incorporated herein, constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous agreements, understandings and representations. Any amendment or modification to this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties are independent contractors and nothing in this Agreement shall create a partnership, joint venture or employment relationship.

NOTICES

All notices under this Agreement must be in writing and delivered to the addresses provided above or such other address as a party may designate in writing. Notices shall be deemed given when delivered personally, by certified mail, or by confirmed email to the contact addresses set forth in this Agreement.

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