Production Agreement

PRODUCTION AGREEMENT

This Production Agreement (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires to engage Producer to render production services in connection with the project entitled (the Project); and

WHEREAS, Producer has the professional skills, personnel and equipment necessary to perform the services described herein and is willing to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth their complete understanding with respect to the production services to be provided.

SCOPE OF WORK

Producer shall furnish all labor, materials, equipment, facilities and supervision necessary to perform the production services described below (Services). The Services shall include, without limitation, the creation, filming, editing and delivery of the Deliverables described in this Agreement in accordance with the specifications and schedule set forth by Client.

PAYMENT TERMS

As full compensation for the Services and Deliverables, Client shall pay Producer the total fee of (the Fees), subject to the schedule and conditions below.

Deposit due upon execution: . Final payment due upon delivery of final Deliverables and acceptance by Client consistent with acceptance criteria set forth in the Scope of Work.

Late Payment: Unpaid amounts shall accrue interest at from the due date until paid. Client shall also be responsible for reasonable collection costs incurred by Producer.

TERM AND TERMINATION

Term: This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement upon days' prior written notice to the other party. Termination shall not relieve Client of obligation to pay for Services performed and non-cancellable commitments incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate immediately for material breach if the breaching party fails to cure within fifteen (15) days after written notice describing the breach with specificity. Upon termination for cause by Client, Producer shall deliver all completed work and invoices for Services performed through the effective date of termination.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties any Confidential Information of the other party, except as required to perform under this Agreement or as required by law. "Confidential Information" includes non-public business, technical and creative information, scripts, storyboards, budgets and client lists. Confidential Information does not include information that is or becomes publicly available other than by breach of this Section, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.

Upon written request or upon termination of this Agreement, each party shall return or destroy Confidential Information of the other party and certify such return or destruction in writing.

INTELLECTUAL PROPERTY; LICENSES

Deliverables: Subject to full payment of Fees, Producer assigns to Client all right, title and interest in and to the final Deliverables created specifically for the Project (excluding Producer Pre-Existing Materials), including all copyrights. Producer retains no ownership in the final Deliverables after assignment.

Producer Pre-Existing Materials: Producer retains ownership of its pre-existing materials, methodologies and tools incorporated into the Deliverables. Producer grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, distribute and publicly display any Producer Pre-Existing Materials to the extent incorporated into the Deliverables.

Moral Rights: To the extent permitted by law, Producer hereby irrevocably waives and agrees not to assert any moral rights in the Deliverables assigned to Client.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full authority to enter into this Agreement and perform its obligations. Producer represents and warrants that the Deliverables shall be original to Producer and shall not knowingly infringe the rights of any third party.

Indemnification: Producer agrees to indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of a breach of the foregoing Producer representations and warranties or Producer's negligence or willful misconduct. Client agrees to indemnify Producer for claims arising from Client materials or Client's breach of this Agreement.

INSURANCE

Producer shall maintain at its expense commercial general liability insurance and workers' compensation as required by law, and, if applicable, production-specific insurance covering equipment and cast. Producer shall provide certificates of insurance upon request prior to commencement of Services.

LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for incidental, special, consequential or punitive damages. The aggregate liability of either party for any claim arising out of this Agreement shall not exceed the total Fees actually paid by Client to Producer under this Agreement.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, strikes, epidemics, governmental action or failure of suppliers to perform. The affected party shall give prompt written notice and shall use commercially reasonable efforts to resume performance.

INDEPENDENT CONTRACTOR; ASSIGNMENT

Producer is an independent contractor. Nothing in this Agreement creates an employment, partnership or joint venture relationship. Neither party may assign its rights or delegate its obligations without the prior written consent of the other party, except that Client may assign to an affiliate or successor in interest provided Client remains liable for payment.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth above or to such other address as a party may specify in writing. Notices are effective upon personal delivery, confirmed electronic transmission, or three (3) days after deposit in the U.S. mail, certified or registered, return receipt requested.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall first attempt in good faith to resolve disputes by negotiation. If the dispute cannot be resolved by negotiation within forty-five (45) days, the parties may pursue any remedy available at law or in equity.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any attachments, schedules and statements of work) 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. This Agreement may be amended only by a written instrument signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

SIGNATURES

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