Producer Services Agreement

Producer Services Agreement

This Producer Services Agreement ("Agreement") is entered into as of by and between Client Name: (hereinafter "Client"), and Producer Name: (hereinafter "Producer").

Recitals

WHEREAS, Client desires to retain Producer to provide producing, coordinating, creative and related services in connection with the production described as: (the "Project"); and

WHEREAS, Producer represents that Producer has the necessary skill, personnel, facilities and expertise to perform the Services set forth in this Agreement and is willing to render such Services as an independent contractor under the terms and conditions contained herein; and

WHEREAS, the parties wish to set forth the terms and conditions pursuant to which Producer will perform and Client will compensate Producer for the Services.

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

1. Engagement; Services

1.1 Engagement. Client hereby engages Producer, and Producer accepts such engagement, to provide producing and related services (the "Services") in connection with the Project as further described in Exhibit A attached hereto and incorporated by reference. If no Exhibit A is attached, the Services shall include:

1.2 Performance Standard. Producer shall perform the Services in a professional manner, consistent with industry standards and applicable law, and shall use commercially reasonable efforts to meet any delivery dates agreed in writing by the parties.

2. Term

2.1 Term. The term of this Agreement shall commence on the Effective Date and continue until completion of the Services or until terminated as provided in Section 10. The estimated term or milestone dates are: Commencement Date: ; Estimated Completion Date: .

3. Compensation

3.1 Fee. In consideration for the Services, Client shall pay Producer a fee of $ (the "Fee") pursuant to the payment schedule: .

3.2 Expenses. Client shall reimburse Producer for pre-approved, reasonable, and documented out-of-pocket expenses incurred in connection with the Services. Expense reimbursement shall be subject to Client's written approval and submission of receipts. Reimbursable expenses: .

3.3 Invoicing; Payment. Producer shall invoice Client in accordance with the payment schedule. Client shall pay undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4. Independent Contractor; No Employment

Producer is an independent contractor and not an employee, partner, agent or joint venturer of Client. Producer shall be solely responsible for all payroll taxes, benefits, insurance, and other obligations imposed by law with respect to Producer and Producer's personnel.

5. Ownership and Intellectual Property

5.1 Work Product. All tangible and intangible materials, deliverables, recordings, scripts, edits, masters, mixes and other work product created, conceived or reduced to practice by Producer specifically for the Project (collectively, "Work Product") shall be considered a work made for hire to the fullest extent permitted by law. To the extent any Work Product does not qualify as a work made for hire, Producer hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to the Work Product upon full payment of all amounts due under this Agreement.

5.2 Pre-Existing Materials. Producer may incorporate pre-existing materials or third-party elements; Producer shall identify any such elements in writing prior to delivery. Producer grants Client a perpetual, worldwide, royalty-free license to use such pre-existing materials as part of the Work Product to the extent Producer has the right to grant such license.

6. Confidentiality

6.1 Confidential Information. "Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Producer shall not use or disclose Client Confidential Information except as necessary to perform the Services. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) is rightfully received from a third party without breach of any obligation of confidentiality; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice to the other party to seek protective measures.

7. Representations and Warranties

Producer represents and warrants that: (a) Producer has the full right and authority to enter into and perform this Agreement; (b) the Services and Work Product will be original to Producer and will not infringe or misappropriate any third-party rights; and (c) Producer will comply with all applicable laws and obtain all necessary clearances, consents and releases from performers and other contributors engaged by Producer.

8. Indemnification

Producer shall defend, indemnify and hold harmless Client and its officers, directors, affiliates and employees from and against any claims, damages, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of or arising from: (a) any breach of Producer's representations, warranties or obligations under this Agreement; or (b) any claim that the Work Product infringes or misappropriates a third party's intellectual property rights, except to the extent such claim arises solely from Client's modifications or use outside the scope of this Agreement.

9. Insurance

Producer shall maintain, at Producer's expense, commercial general liability and professional liability insurance with limits not less than $ per occurrence, and workers' compensation as required by law. Upon request, Producer shall provide certificates of insurance evidencing such coverage.

10. Termination

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date. Upon termination for convenience, Client shall pay Producer for Services performed and unreimbursed expenses incurred through the effective date of termination.

10.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the nature of the breach.

11. Notices

Notices shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth above or to such other address as either party may designate by notice to the other.

12. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in that state, and the parties submit to the personal jurisdiction of such courts.

13. Miscellaneous

13.1 Entire Agreement. This Agreement, together with any exhibits and written schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

13.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.3 Waiver. The failure of either party to enforce any right under this Agreement shall not be construed as a waiver of that or any other right.

13.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

13.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned copies or electronic signature service) shall be binding.

Exhibits

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