Post Production Services Agreement

POST PRODUCTION SERVICES AGREEMENT

This Post Production Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address (\"Client\"), and Provider Name: with principal address (\"Provider\").

RECITALS

WHEREAS, Client has produced certain raw and edited media and requires post production services, including but not limited to editing, color grading, sound mixing, visual effects, and delivery of final masters; and

WHEREAS, Provider possesses the personnel, facilities and expertise to perform such post production services under the terms set forth herein; and

WHEREAS, Client and Provider desire to set forth the terms and conditions under which Provider will perform the post production services described in this Agreement.

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

1. DEFINITIONS

1.1 "Services" means the post production tasks described in Section 2 and any accepted Change Orders. 1.2 "Deliverables" means the final files, masters, stems, versions, and associated metadata to be delivered to Client. 1.3 "Work Product" means all deliverables and materials created by Provider in performance of the Services.

2. SCOPE OF SERVICES

Provider shall perform professional post production services including, as applicable, editing, color correction and grading, sound editing and mixing, VFX integration, conforming, motion graphics, encoding and delivery. A detailed description of the specific services to be provided on the Project is set out below:

3. DELIVERABLES AND SCHEDULE

Provider shall deliver the Deliverables in accordance with the delivery schedule and milestones set forth below. Time is of the essence for milestone delivery dates set forth in the Schedule. If Client requests acceleration, Provider may charge additional fees.

4. COMPENSATION; INVOICING; EXPENSES

Client shall pay Provider the fees set forth below for the Services. Fees shall be invoiced in accordance with the payment milestones and are due within the number of days set forth in Payment Terms after receipt of an undisputed invoice.

5. CHANGE ORDERS

Any changes to the Scope of Services shall be made only by written Change Order signed by authorized representatives of both parties. A Change Order shall describe the change, the effect on schedule, and any adjustment to fees. Provider will not be required to perform work outside the original scope without an executed Change Order.

6. ACCEPTANCE; CORRECTIONS

Client shall review deliverables and notify Provider in writing of any nonconformities within the Acceptance Period set forth below. If Client fails to provide timely written notice, the deliverable will be deemed accepted. Provider shall correct confirmed nonconformities at Provider's expense within a commercially reasonable time.

7. INTELLECTUAL PROPERTY; LICENSES

7.1 Ownership: Unless otherwise agreed in a separate written instrument, Client retains ownership of Client-supplied materials and the underlying footage. Provider retains ownership of any Provider pre-existing materials and tools. 7.2 License to Deliverables: Upon full payment of fees, Provider assigns to Client all right, title and interest in and to the Work Product delivered under this Agreement to the extent assignable. Provider expressly reserves any underlying proprietary tools, software, routines, templates and methodologies used in creating the Deliverables. 7.3 Third-Party Materials: Provider shall identify any third-party materials used in Deliverables. Client is responsible for securing and paying for any third-party licenses required for Client's intended use beyond that granted herein.

8. CONFIDENTIALITY

Each party shall maintain in confidence and not disclose to third parties any Confidential Information of the other party. Confidential Information includes nonpublic business and creative materials, scripts, footage, rough cuts, technical specifications and pricing. Confidentiality obligations shall survive termination for three (3) years, except as to Work Product, for which confidentiality shall endure as necessary to effect the licenses granted herein.

9. WARRANTIES; DISCLAIMER

Provider warrants that it will perform Services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims arising from the indemnitor's breach of this Agreement or willful misconduct. 10.2 Limitation of Liability: Except for indemnification obligations or breaches of confidentiality, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Provider's aggregate liability for any claim arising out of or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

11. TERM; TERMINATION

This Agreement commences on the Effective Date and continues until completion of the Services unless earlier terminated as set forth herein. Either party may terminate for material breach if the other party fails to cure such breach within thirty (30) days after written notice. Upon termination, Client shall pay Provider for Services performed and non-cancelable commitments made through the effective date of termination.

12. INSURANCE

Provider shall maintain commercially reasonable insurance coverages appropriate for its performance under this Agreement, including general liability and professional liability insurance. Upon Client's request, Provider shall provide certificates of insurance evidencing such coverage.

13. NOTICES

All notices under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as a party may designate by notice.

14. MISCELLANEOUS

14.1 Independent Contractor: Provider is an independent contractor and not an employee, agent, or partner of Client. 14.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the governing_jurisdiction specified below without regard to conflicts of law principles. 14.3 Entire Agreement: This Agreement, including any executed Change Orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. 14.4 Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. 14.5 Amendments; Waiver: No amendment or waiver shall be effective except in a writing signed by both parties. 14.6 Counterparts: This Agreement may be executed in counterparts, each of which shall be an original but all of which together shall constitute one instrument.

REPRESENTATIONS AND AUTHORITY

Each party represents and warrants that it has the full corporate or individual power and authority to enter into and perform this Agreement, that the person signing below is authorized to sign on behalf of that party, and that the execution and delivery of this Agreement and the performance of its obligations will not violate any other agreement to which it is a party.

ADDITIONAL PROVISIONS

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