Production Development Plan

Production Development Plan

This Production Development Plan (the Plan) is entered into by and between the following parties for the development, production, and delivery of the Project described below.

WHEREAS

WHEREAS, Client seeks to commission development and production services for the Project identified as to achieve specified deliverables and commercial objectives; and

WHEREAS, Developer represents that it has the necessary expertise, personnel, equipment, and experience to perform the development, production, testing, and delivery described in this Plan; and

WHEREAS, the parties desire to document the scope, milestones, payment terms, confidentiality obligations, and other material terms governing performance of the Project.

SCOPE OF WORK

Acceptance testing period: days following delivery of each deliverable during which Client may test and accept or reject the deliverable in accordance with the Acceptance Criteria set forth in this Plan.

MILESTONES & SCHEDULE

Milestone 1 — Description: Due Date: Payment on completion: $

Milestone 2 — Description: Due Date: Payment on completion: $

Milestone 3 — Description: Due Date: Payment on completion: $

PAYMENT TERMS

Client shall pay Developer the Total Estimated Budget or such amounts as invoiced pursuant to the Milestones above. Invoices shall be submitted in accordance with the schedule:

Payment terms: Net days from invoice date. Late payments will accrue interest at the rate of per month (or the maximum lawful rate) and Client shall reimburse Developer for reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date: . Estimated Completion / Termination Date:

Either party may terminate this Plan for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach that remains uncured for days following written notice of such breach.

Upon termination, Developer shall deliver all completed Deliverables and be compensated for performed work through the date of termination in accordance with the Payment Terms, less offsets for Client's damages arising from Developer's uncured breach.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information excludes information that: (a) is or becomes publicly available without breach of this Plan; (b) is rightfully received from a third party without restriction; (c) is independently developed without use of the other party's Confidential Information; or (d) was known by the receiving party prior to disclosure as evidenced by written records.

The receiving party shall (i) keep Confidential Information confidential using at least the same degree of care it uses for its own similar information, but not less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Plan; and (iii) not disclose Confidential Information except to employees, contractors, or affiliates who have a need to know and are bound to protect such information. The obligations in this Section shall continue for years after termination or expiration of this Plan, except to the extent that trade secret protection extends longer under applicable law.

INTELLECTUAL PROPERTY

Except as otherwise agreed in writing, Developer retains ownership of its pre-existing intellectual property, tools, methods, and general know-how. Client shall own the final deliverables specifically commissioned under this Plan upon full payment, subject to Developer's ownership of pre-existing components and third-party materials. Where Developer incorporates pre-existing or third-party components, Developer grants Client a non-exclusive, worldwide, royalty-free license to use those components solely as part of the delivered Project.

CHANGE CONTROL

WARRANTIES, LIMITATIONS, AND INDEMNITY

Developer warrants that the services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND DEVELOPER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES. EACH PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS PLAN SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO DEVELOPER UNDER THIS PLAN DURING THE SIX-MONTH PERIOD PRECEDING THE CLAIM.

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Plan, together with any attachments, statements of work, and executed change orders, 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. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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