Production Guidelines Document

PRODUCTION GUIDELINES DOCUMENT

This Production Guidelines Document (the "Document") is entered into as of between Client Name: and Producer Name: .

WHEREAS

WHEREAS, Client Name has commissioned Producer Name to perform production services for the project described in this Document, and Producer Name represents that it possesses the experience, personnel, equipment, and facilities necessary to perform such services in accordance with the standards set forth herein;

WHEREAS, the parties desire to establish binding production standards, deliverable requirements, payment terms, acceptance criteria, and other commercial and legal terms governing the production work; and

WHEREAS, the parties intend this Document to operate as a binding statement of guidelines and obligations that shall supplement any separate agreement that governs the broader business relationship between the parties.

SCOPE OF WORK

PRODUCTION STANDARDS AND DELIVERABLES

Producer shall perform all work in a professional manner consistent with industry standards applicable to the specific production type. Deliverables must conform to the technical and creative specifications below and to any mockups or approvals separately provided by Client Name.

PAYMENT TERMS

Client shall pay Producer fees in accordance with the schedule set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

TERM AND TERMINATION

This Document shall commence on the Start Date and continue until the End Date or until earlier terminated as provided herein.

Start Date:     End Date:

Termination for cause may be effected immediately upon written notice if the other party materially breaches this Document and fails to cure within a reasonable period not to exceed the notice period above. Upon termination, Client shall pay Producer for all work performed and reasonable demobilization costs through the effective date of termination.

CONFIDENTIALITY

Each party acknowledges that it may receive Confidential Information from the other. "Confidential Information" means non-public, proprietary information disclosed in connection with the Services. Recipient shall (a) hold such Confidential Information in strict confidence, (b) not use it except to perform its obligations hereunder, and (c) not disclose it to any third party without prior written consent. Confidential obligations do not apply to information that is or becomes publicly available through no breach by Recipient, is independently developed by Recipient, or is required to be disclosed by law (provided notice is given to the disclosing party where lawful).

INTELLECTUAL PROPERTY

All original works created by Producer specifically for Client pursuant to this Document and accepted by Client shall be considered works made for hire. To the extent any such work is not a work made for hire, Producer hereby irrevocably assigns to Client all right, title and interest in such deliverables upon full payment. Producer retains the right to use non-confidential, non-client-specific know-how and techniques developed prior to or independent of this engagement.

CHANGE ORDERS

Any change to the scope, schedule, or fees must be documented in a written change order signed by authorized representatives of both parties. Producer shall not proceed with any change expecting additional compensation unless an executed change order is in effect.

ACCEPTANCE CRITERIA

EQUIPMENT, FACILITIES, AND PERSONNEL

SAFETY AND COMPLIANCE

WARRANTIES, LIABILITY, AND INDEMNITIES

Producer warrants that the services will be performed in a professional manner in accordance with this Document and that deliverables will materially conform to the agreed specifications for a period of thirty (30) days from acceptance unless a different warranty period is set forth in writing. Except for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, or punitive damages. Producer shall indemnify and hold harmless Client from third-party claims arising from Producer's negligent performance or breach of this Document.

REPORTING, MEETINGS, AND NOTICE

GOVERNING LAW

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

ENTIRE AGREEMENT

This Document, together with any executed change orders and any referenced attachments specifically incorporated by written agreement of the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, understandings, and agreements, whether written or oral, relating to such subject matter. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

If any provision of this Document is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The parties acknowledge that monetary damages may not be an adequate remedy for breach and that equitable relief may be appropriate in addition to other remedies.

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