Product Placement Agreement

PRODUCT PLACEMENT AGREEMENT

This Product Placement Agreement (the Agreement) is entered into as of Effective Date: by and between Brand: , a Corporation LLC Individual , with principal place of business at ; and Producer: , a Corporation LLC Individual , with principal place of business at (each a Party and collectively the Parties).

RECITALS

WHEREAS, Brand manufactures or distributes the product described as Product Name: and wishes to obtain placement of such product within audiovisual content; and

WHEREAS, Producer is producing the Program described as Program Title: intended for distribution by the channels identified in Section 3 and has the capability to incorporate Brand's product into the Program in accordance with the Parties' specifications; and

WHEREAS, the Parties desire to set forth the terms and conditions upon which Brand will provide Product to Producer and Producer will deliver the Product Placement services.

NOW, THEREFORE

In consideration of the mutual covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. GRANT OF RIGHTS

1.1 Placement. Producer shall incorporate Brand's Product into the Program in the manner and at the time set forth in this Agreement. Producer grants Brand the non-exclusive right to identify and reference the placement in Brand's marketing materials for the sole purpose of documenting the placement, subject to Producer's approval as provided in Section 4.

1.2 Territory and Media. The rights granted hereunder shall apply in the Territory: and across the following media: .

2. PLACEMENT SPECIFICATIONS

2.1 Product Description. Brand will supply Product described as:

2.2 Manner of Placement. Producer shall place the Product in the Program in accordance with the Placement Requirements below and shall use reasonable efforts to capture the Product in continuity and close-ups where appropriate.

3. DELIVERY, APPROVAL AND INSPECTION

3.1 Delivery. Brand shall deliver Product to Delivery Address:

3.2 Delivery Deadline: . Producer shall inspect and notify Brand of any defects or nonconforming Product within days of receipt. Failure to timely notify shall constitute acceptance.

4. COMPENSATION

4.1 Fee. In consideration for the placement services, Brand shall pay Producer a Fee in the amount of payable as follows:

4.2 Invoices. Producer shall submit invoices to Brand at:

5. CREDITS, NOTICES AND PUBLICITY

5.1 Credit. If the Program contains a cast and/or production credits sequence, Producer shall provide Brand with a credit in substantially the following form:

5.2 Publicity. Any press release or publicity referencing the placement shall require the prior written approval of the other Party, not to be unreasonably withheld.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Brand retains all right, title and interest in and to its trademarks, trade names, logos and product designs. Nothing in this Agreement grants Producer any right to exploit Brand's intellectual property except as necessary to effect the placement permitted hereunder.

6.2 License to Use Marks. Brand grants Producer a limited, non-exclusive, non-transferable license to use Brand's marks solely to depict the Product in the Program and to promote the Program in distribution materially consistent with the placement; any other use requires Brand's prior written consent.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, that the execution of this Agreement will not violate any other agreement to which it is a party, and that the performance of its obligations will not infringe the rights of any third party.

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Indemnification. Each Party (the Indemnifying Party) shall indemnify, defend and hold harmless the other Party (the Indemnified Party) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's breach of this Agreement, negligence or willful misconduct.

8.2 Limitation. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO PRODUCER UNDER THIS AGREEMENT.

9. TERM AND TERMINATION

9.1 Term. The term of this Agreement shall commence on the Effective Date and continue until the later of Program delivery or , unless earlier terminated in accordance with this Agreement.

9.2 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach.

10. INSURANCE

Producer shall maintain, at Producer's expense, commercial general liability insurance with limits of not less than per occurrence and shall name Brand as an additional insured with respect to claims arising from Producer's production activities.

11. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement, including, where applicable, laws governing advertising disclosures, consumer protection and product safety.

12. CONFIDENTIALITY

Each Party agrees to keep confidential any non-public business information received from the other Party in connection with this Agreement and to use such information solely for the purposes contemplated by this Agreement, except as required by law or with the other Party's prior written consent.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses specified below or to such other address as either Party may designate by notice:

14. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

15. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed only to the extent necessary to make it enforceable.

16. ENTIRE AGREEMENT

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

17. 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 laws rules.

18. 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 transmitted by electronic means shall be deemed binding.

19. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Each Party shall execute such further instruments and take such further actions as may be reasonably necessary to give full effect to this Agreement.

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