Production Approval Release

PRODUCTION APPROVAL RELEASE

Client Name:     Producer Name:

RECITALS

WHEREAS, Client Name: engaged Producer Name: to prepare certain audio, visual, photographic, and/or digital materials in connection with the Production identified above (the "Deliverables");

WHEREAS, Producer has delivered to Client the final Deliverables described in this Release and Client has had reasonable opportunity to review such Deliverables; and

WHEREAS, the parties desire to set forth Client's approval, the terms for release and use of the Deliverables, and the allocation of responsibilities, payment and indemnification associated with final acceptance.

SCOPE OF WORK

The Deliverables consist of the following final materials and specifications. Describe each deliverable, format, resolution, versioning and any accompanying assets.

DELIVERABLES & ACCEPTANCE

Description of delivered items:

Delivery Date:     Client acknowledges review period of days from delivery to notify Producer of any material deficiencies.

By executing this Production Approval Release, Client affirms that the Deliverables delivered as of the Delivery Date meet the agreed specifications except as specifically noted in writing and attached to this Release.

PAYMENT TERMS

Late Fee: will apply to any undisputed invoice not paid within days of invoice date. Costs of collection, including reasonable attorneys' fees, will also be recoverable.

TERM AND TERMINATION

Effective Date:     Termination Date:

Either party may terminate this Release for material breach if the breaching party fails to cure the breach within days after written notice. Termination does not relieve Client of payment obligations for accepted Deliverables or for work properly performed prior to termination.

CONFIDENTIALITY

Each party will maintain as confidential all non-public information disclosed in connection with the Production and will not disclose such information to third parties except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidential information does not include information that is publicly known through no breach by the receiving party or is rightfully obtained from a third party without restriction.

APPROVAL, RELEASE AND LICENSE

Upon Client's execution of this Release, Client irrevocably accepts the Deliverables described above and releases Producer from any further obligation to modify the accepted Deliverables except as may be agreed in a separate written change order. Client grants Producer a non-exclusive right to use Client-provided materials solely to perform the obligations under this Release and grants Producer a license to use Deliverables for Producer's portfolio and promotional purposes unless otherwise limited below.

Additional Restrictions on Use (if any):

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Producer represents that, to Producer's knowledge, the Deliverables do not infringe third-party intellectual property rights and are original or properly licensed. Client agrees to indemnify and hold harmless Producer from third-party claims arising out of Client-supplied materials, instructions, or uses of the Deliverables beyond the scope expressly granted herein.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN THE PARTIES, PRODUCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS RELEASE.

GOVERNING LAW

This Release will be governed by and construed in accordance with the laws of: without regard to conflict of law principles.

ENTIRE AGREEMENT

This Release, together with any attachments, exhibits and written change orders signed by the parties, 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.

ACKNOWLEDGEMENT

Client hereby acknowledges that approval and acceptance of the Deliverables as set forth in this Release constitutes final acceptance and that any subsequent requests for changes will be treated as additional work and billed in accordance with Producer's then-current rates and payment terms.

Client further certifies that the individual signing below has full authority to approve the Deliverables and to bind Client to the terms of this Release.

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