Owner-Producer Agreement

OWNER-PRODUCER AGREEMENT

This Owner-Producer Agreement ("Agreement") is entered into as of Effective Date: by and between Owner Name: with principal address at ("Owner"), and Producer Name: with principal address at ("Producer").

RECITALS

WHEREAS, Owner is the lawful owner of certain property, assets and rights described herein and possesses authority to authorize use of such property for motion picture, television, photographic, commercial or other audiovisual productions;

WHEREAS, Producer is engaged in the business of developing, producing and distributing audiovisual works and desires to obtain access, rights and licenses to use Owner's property in connection with a production;

WHEREAS, Owner and Producer desire to set forth the terms under which Producer will produce the production and Owner will grant such rights and provide access to Owner's property.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Production" means the audiovisual work titled ; "Materials" means all footage, stills, recordings and deliverables created in connection with the Production.

2. GRANT OF RIGHTS; ACCESS

Owner hereby grants to Producer and its affiliates a non-exclusive (or exclusive if applicable — specify below) license and permission to enter, occupy, photograph, record and otherwise use the property described above and any related assets owned by Owner solely for the purpose of producing, editing, advertising, and exploiting the Production and promotional materials in all media now known or hereafter devised throughout the universe in perpetuity.

Exclusive license (if applicable): exclusive

3. SCOPE OF SERVICES; DELIVERABLES

4. COMPENSATION; PAYMENT

In consideration for the rights and access granted herein, Producer shall pay Owner a fee of (the "Fee"), payable as follows:

First payment due on or before:

5. EXPENSES; COSTS; PERMITS

Producer shall be responsible for all costs and expenses incurred in connection with the Production, except that Owner shall be entitled to reimbursement for pre-approved out-of-pocket expenses not to exceed unless otherwise agreed in writing.

Producer shall obtain and pay for all permits, consents and licenses required for production and shall comply with all applicable laws, ordinances and regulations in connection with the Production.

6. TERM; TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue until completion of the Production and final payment, unless earlier terminated as provided herein. Either party may terminate this Agreement upon written notice to the other if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination Producer shall pay Owner all amounts due for Services performed through the effective date of termination and shall return or account for all Owner property in Producer's possession.

7. REPRESENTATIONS AND WARRANTIES

Owner represents and warrants that Owner has full right, title and authority to grant the rights and licenses granted herein and that the exercise of such rights will not violate any agreement, encumbrance or third-party right.

Producer represents and warrants that it will perform the Production in a professional manner and will obtain and maintain all insurance and permits required by law or reasonably requested by Owner.

Owner warrants clear title: Owner warrants it holds clear title to the property and has authority to license it.

Producer warrants insurance: Producer will secure and maintain required insurance as set forth below.

8. INSURANCE

Producer shall procure and maintain at its expense commercial general liability insurance, automobile liability insurance and workers' compensation insurance with limits not less than per occurrence (or such other amounts as mutually agreed), naming Owner as an additional insured where required by Owner.

9. INDEMNIFICATION

Producer shall indemnify, defend and hold harmless Owner and its officers, directors, employees and agents from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Producer's performance of the Production, breach of this Agreement, negligence, willful misconduct or violation of law by Producer or its contractors, except to the extent caused by Owner's gross negligence or willful misconduct.

10. INTELLECTUAL PROPERTY; OWNERSHIP

All Materials created by Producer in the course of the Production shall be the sole and exclusive property of Producer, subject to Owner's limited license as set forth in Section 2, except that Owner retains all right, title and interest in and to Owner's pre-existing property and intellectual property. To the extent any Materials incorporate Owner's proprietary elements, Owner grants Producer a license to incorporate such elements in the Production as set forth in this Agreement.

License term and scope (if different than above):

11. CREDITS; PROMOTION

Producer shall provide Owner with appropriate credit in the Production and in related promotional materials as follows: Producer may use stills and clips of the Production and Owner property for promotion provided such use does not materially disparage Owner.

12. CONFIDENTIALITY

Each party will keep confidential and not disclose any non-public, proprietary or confidential information disclosed by the other party in connection with the Production, except as required by law or as necessary for the performance of obligations under this Agreement. Confidential information shall not include information that is publicly available through no breach of this Agreement.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the parties at the addresses set forth below by certified mail, national overnight courier, or personal delivery, and shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. MISCELLANEOUS

Each party acknowledges that it has had the opportunity to review this Agreement with counsel and that no provision shall be construed against either party by reason of authorship. Headings are for convenience only and shall not affect interpretation.

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