Producer-Contractor Agreement

PRODUCER-CONTRACTOR AGREEMENT

This Producer-Contractor Agreement ("Agreement") is made and entered into as of by and between Producer Name: , an entity of type Individual Corporation LLC, with principal place of business at (hereinafter "Producer"), and Contractor Name: , an entity of type Individual Corporation LLC, with principal place of business at (hereinafter "Contractor").

RECITALS

WHEREAS, Producer develops, finances, and/or distributes audio-visual and related content and requires production, technical and creative services for certain projects; and

WHEREAS, Contractor represents that Contractor has the necessary professional skill, personnel, and equipment to perform the services described below and desires to perform such services for Producer on the terms set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Contractor will provide services to Producer.

NOW, THEREFORE

In consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

Producer hereby engages Contractor, and Contractor accepts such engagement, to perform the services and deliver the deliverables described in the Statement of Work attached hereto as Exhibit A and incorporated herein. Contractor shall perform services in a professional and workmanlike manner consistent with industry standards.

2. TERM; SCHEDULE

The term of this Agreement shall commence on and shall continue until unless earlier terminated as provided herein. Time is of the essence for all milestone and delivery dates set forth in Exhibit A.

3. COMPENSATION; PAYMENT

As full and complete compensation for the services and deliverables, Producer shall pay Contractor the amounts and on the schedule set forth below. Contractor shall submit invoices in accordance with this Section and Producer shall pay undisputed amounts within the number of days specified following receipt of a proper invoice.

Unless otherwise agreed in writing, Producer shall not withhold taxes from amounts paid to Contractor, and Contractor shall be solely responsible for all federal, state and local taxes, contributions and assessments arising from the compensation paid hereunder.

4. INDEPENDENT CONTRACTOR; NO EMPLOYMENT RELATIONSHIP

Contractor acknowledges that Contractor is an independent contractor and not an employee, agent or partner of Producer. Contractor shall have sole control over the manner and means of performing its obligations hereunder, subject to Producer's reasonable approval of results. Contractor has no authority to bind Producer except as expressly authorized in writing.

5. SUBCONTRACTING

Contractor may not subcontract performance of material portions of the services without Producer's prior written consent. Contractor shall remain fully responsible for the acts and omissions of any permitted subcontractor and shall ensure that any subcontractor is bound by confidentiality and ownership provisions at least as protective as those in this Agreement.

6. INTELLECTUAL PROPERTY; WORK PRODUCT

Contractor agrees that all works of authorship, deliverables, inventions, improvements, discoveries, processes and other materials created or developed by Contractor specifically for Producer under this Agreement (collectively, "Work Product") are "works made for hire" to the extent permitted by law. To the extent any Work Product does not qualify as a work made for hire, Contractor irrevocably assigns and transfers to Producer all right, title and interest in and to such Work Product, including all copyrights, patents and other intellectual property rights.

Contractor hereby waives and agrees not to assert any moral rights in the Work Product and shall execute such further instruments as Producer may reasonably request to effectuate the foregoing assignment.

7. CONFIDENTIALITY

Contractor will hold in confidence and will not use or disclose any confidential information of Producer, including without limitation business plans, creative materials, trade secrets, technical information and financial information ("Confidential Information"), except as necessary to perform under this Agreement or as required by law. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owed to Producer; (b) was known to Contractor prior to disclosure by Producer as demonstrated by written records; or (c) is received from a third party without a duty of confidentiality.

8. REPRESENTATIONS AND WARRANTIES

Contractor represents and warrants that: (a) Contractor has the full right and authority to enter into and perform this Agreement; (b) the services and Work Product will be original, and will not infringe any third party right or violate any law; and (c) Contractor will comply with applicable laws, rules and regulations in performing services. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION

Contractor shall indemnify, defend and hold harmless Producer and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of (a) Contractor's breach of any representation, warranty or covenant under this Agreement; (b) Contractor's negligence or willful misconduct; or (c) any claim that the Work Product infringes a third party's intellectual property rights. Producer shall promptly notify Contractor of any claim for which it seeks indemnification and shall cooperate in the defense.

10. INSURANCE

Contractor shall, at its own expense, maintain insurance coverage customary in the industry and sufficient to cover Contractor's liabilities under this Agreement, including commercial general liability and, where applicable, professional liability and workers' compensation insurance. Upon request, Contractor shall provide certificates evidencing such coverage. Minimum limits of liability shall be:

11. TERMINATION

Either party may terminate this Agreement for cause upon material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Producer may terminate this Agreement for convenience upon ten (10) days' written notice. Upon termination, Contractor shall deliver to Producer all completed Work Product and all work in progress and Producer shall pay Contractor for services performed and authorized reimbursable expenses incurred through the effective date of termination.

12. SURVIVAL

The obligations of the parties under Sections 6 (Intellectual Property), 7 (Confidentiality), 9 (Indemnification), 13 (Governing Law), and other provisions that by their nature survive termination shall survive expiration or termination of this Agreement.

13. NOTICES

All notices, requests, consents, approvals and other communications hereunder shall be in writing and shall be deemed delivered when delivered in person, by nationally recognized overnight courier, by certified mail (return receipt requested), or by electronic mail followed by confirmation delivered by one of the foregoing methods, to the addresses set forth below or to such other address as a party may specify by notice:

14. AMENDMENTS; WAIVER

No amendment or modification of this Agreement will be effective unless made in writing and signed by authorized representatives of both parties. No waiver of any breach will be effective unless in writing.

15. 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 law principles.

16. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any attached exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will remain in full force and effect and the invalid or unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.

17. COUNTERPARTS

This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by electronic means shall be binding.

18. MISCELLANEOUS PROVISIONS

The headings in this Agreement are for convenience only and will not affect the interpretation of this Agreement. Neither party will assign this Agreement without the prior written consent of the other, except that Producer may assign to an affiliate or in connection with a sale of substantially all of its assets or a merger.

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