Producers Services Agreement

PRODUCERS SERVICES AGREEMENT

This Producers Services Agreement (the "Agreement") is made and entered into as of by and between Client Name: , a company organized and existing under applicable law, and Producer Name: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Company desires to engage Producer to perform services in connection with the development, pre-production, production, and/or post-production of the audiovisual project currently entitled (the "Project"); and

WHEREAS, Producer represents that Producer has the skill, experience and personnel required to perform the services described in this Agreement and is willing to perform such services on the terms set forth below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the services, compensation and ownership of work product.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. SERVICES

1.1 Scope. Producer shall provide the services described in Exhibit A attached hereto and incorporated herein (the "Services"), including but not limited to development, procurement of key personnel, supervision of production, coordination of delivery materials and other production services reasonably necessary for the Project.

1.2 Deliverables. Producer shall deliver to Company the deliverables described in Exhibit A in accordance with the delivery schedule set forth therein. Producer will provide a written notice to Company when each deliverable is complete and ready for acceptance.

1.3 Acceptance. Company shall have days from receipt to notify Producer of any non-conformity. Absent timely notice, the deliverable shall be deemed accepted.

2. TERM

2.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until completion of the Services or termination in accordance with Section 12. The anticipated completion date is .

3. COMPENSATION

3.1 Fees. As full compensation for the Services, Company shall pay Producer the sum of USD, payable in accordance with the payment schedule set forth below.

3.2 Payment Schedule. Company shall pay Producer as follows: . All payments are due within days of invoice.

3.3 Taxes and Withholding. Producer is solely responsible for all federal, state and local taxes, and nothing in this Agreement will be construed to create a relationship of employment. Company may withhold amounts as required by law.

4. EXPENSES

4.1 Reimbursable Expenses. Company shall reimburse Producer for reasonable, pre-approved expenses incurred in connection with the Services upon submission of receipts. The Parties agree that reimbursable expenses shall not exceed USD without prior written approval.

5. OWNERSHIP; WORK PRODUCT

5.1 Work Made for Hire/Assignment. To the extent any Work Product (as defined below) does not qualify as a "work made for hire" under applicable law, Producer hereby irrevocably assigns, transfers and conveys to Company all right, title and interest in and to such Work Product, including all copyrights and other intellectual property rights. "Work Product" means all materials, recordings, scripts, footage, designs and other works created by Producer in connection with the Services.

5.2 Moral Rights. Producer hereby waives and agrees not to assert any moral rights or similar rights in the Work Product against Company, its licensees and assigns. Producer shall execute documents reasonably necessary to effectuate the foregoing assignment.

6. CREDIT; PROMOTION

6.1 Credit. If the Project is distributed or otherwise exploited, Producer shall receive on-screen credit in substantially the form and prominence set forth here: . The exact placement and form of credit shall be subject to reasonable approval by Company.

6.2 Promotional Use. Company shall have the right to use Producer's name, likeness and biographical material in connection with publicity and promotion of the Project, subject to Producer's right of prior review of written materials that materially alter Producer's credit or professional reputation.

7. CONFIDENTIALITY

7.1 Confidential Information. Each Party (the "Receiving Party") shall hold in confidence and not disclose to any third party any confidential or proprietary information of the other Party (the "Disclosing Party") disclosed in connection with this Agreement, except as permitted herein. Confidential Information does not include information which is or becomes publicly known other than by breach of this Agreement, is rightfully received from a third party without obligation of confidentiality, or is independently developed by the Receiving Party.

7.2 Compelled Disclosure. If the Receiving Party is required by law or legal process to disclose Confidential Information, it shall provide prompt notice to the Disclosing Party and reasonably cooperate in any lawful effort to limit disclosure or obtain protective treatment.

8. REPRESENTATIONS & WARRANTIES

Each Party represents and warrants to the other that: (a) it has full right, power and authority to enter into and perform its obligations under this Agreement; (b) the execution and performance will not violate any agreement or obligation to any third party; and (c) it will comply with all applicable laws and regulations in the performance of its obligations hereunder.

9. INDEMNIFICATION

9.1 Producer Indemnity. Producer shall indemnify, defend and hold Company, its officers, directors, employees and agents harmless from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of: (a) Producer's breach of any representation, warranty or obligation under this Agreement; (b) claims that the Work Product infringes the intellectual property or other rights of any third party; or (c) Producer's negligence or willful misconduct in performing the Services.

9.2 Company Indemnity. Company shall indemnify, defend and hold Producer harmless from and against any losses arising from Company's distribution, exploitation or alteration of the Work Product in a manner that exceeds the rights granted to Company herein.

10. INSURANCE

10.1 Coverage. Producer shall maintain commercial general liability insurance with limits not less than USD per occurrence and workers' compensation insurance as required by law. Producer shall, upon request, furnish certificates evidencing such coverage.

11. INDEPENDENT CONTRACTOR

Producer is an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership or joint venture between the Parties. Producer shall be responsible for all payroll taxes, benefits and other obligations for its employees and subcontractors.

12. TERMINATION

12.1 For Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party. Upon termination for convenience, Company shall pay Producer for Services performed and approved expenses incurred through the effective date of termination.

12.2 For Cause. Either Party may terminate for material breach if the other Party fails to cure such breach within days after receipt of written notice specifying the breach.

13. NOTICES

Notices shall be given in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three (3) days after deposit in the U.S. mail, postage prepaid, addressed to the addresses set forth above or such other address as a Party may designate by notice pursuant to this Section.

14. MISCELLANEOUS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state specified by Company and Producer as follows: , without regard to its conflicts of law principles.

14.2 Entire Agreement. This Agreement, together with any exhibits and attachments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

14.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that achieves, to the extent possible, the Parties' original intent.

14.4 Amendments; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any right will be effective unless in writing and signed by the Party against whom enforcement is sought.

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

14.6 Force Majeure. Neither Party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, strikes, governmental action, epidemics or other similar events; provided, however, that the Party so affected shall give prompt notice and use commercially reasonable efforts to resume performance.

EXHIBIT A — SERVICES

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