Production Partner Agreement

Production Partner Agreement

This Production Partner Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , a with principal place of business at , and Production Partner Name: , a with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client desires to engage Partner to provide production, coordination, and related services in connection with the project described as Project Name: (the "Project"); and

WHEREAS, Partner has represented that it possesses the necessary expertise, personnel, equipment, and licenses to perform the services required for the Project; and

WHEREAS, the Parties wish to set forth the terms and conditions under which Partner will provide such services to Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Deliverables" means all materials, recordings, footage, edits, masters, stills, and other work product delivered by Partner under this Agreement as described in Section 2 and Schedule A.

1.2 "Confidential Information" means non-public business, technical and financial information disclosed by a Party to the other Party, whether disclosed orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

2. SCOPE OF SERVICES

2.1 Services. Partner shall provide production services, including pre-production planning, crew and equipment procurement, on-site production, post-production editing, and delivery of Deliverables in accordance with the schedule and specifications set forth herein and in Schedule A.

2.2 Deliverables. Partner will deliver the Deliverables in the formats and by the deadlines set out in Schedule A. Client's written acceptance shall be required for final payment under Section 4.

3. TERM; TERMINATION

3.1 Term. The term of this Agreement commences on Start Date: and continues until Completion Date: unless earlier terminated in accordance with this Section.

3.2 Termination for Cause. Either Party may terminate this Agreement upon material breach by the other Party, if such breach remains uncured for a period of Notice Period (days): days after written notice of such breach.

3.3 Termination for Convenience. Client may terminate this Agreement for convenience upon prior written notice to Partner of Termination Notice (days): days, in which event Partner shall be compensated for Services properly performed through the effective date of termination and reimbursed for reasonable non-cancellable obligations incurred prior to termination.

4. COMPENSATION AND PAYMENT

4.1 Fees. Client shall pay Partner Fees: for the Services, payable according to the Payment Schedule described below.

4.2 Invoicing. Partner shall invoice Client for amounts due. Invoices shall be payable within Payment Terms (days): days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

4.3 Expenses and Taxes. Client shall reimburse Partner for pre-approved, reasonable out-of-pocket expenses. Each Party is responsible for its own taxes arising from payments made under this Agreement, except that Client will withhold taxes where applicable by law.

5. INTELLECTUAL PROPERTY

5.1 Ownership of Deliverables. Unless otherwise agreed in writing, Deliverables created by Partner specifically for Client under this Agreement shall be considered Work Made for Hire and ownership shall vest in Client upon full payment. To the extent any Deliverable does not qualify as Work Made for Hire, Partner hereby irrevocably assigns to Client all right, title and interest in and to such Deliverables, subject to payment in full.

5.2 Pre-Existing Materials; License. Partner shall retain ownership of any pre-existing materials or tools used in providing the Services. Partner grants Client a perpetual, worldwide, royalty-free, non-exclusive license to incorporate such pre-existing materials to the extent necessary for Client's use of the Deliverables.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party shall hold Confidential Information of the other Party in strict confidence, shall not disclose such information to third parties except as required for performance, and shall use at least the same degree of care to protect the other Party's Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

6.2 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known without breach by the receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving Party; or (d) is required to be disclosed by law, provided the disclosing Party is given prompt notice and an opportunity to seek protective measures.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1 Mutual Representations. Each Party represents and warrants that it has full power and authority to enter into this Agreement and perform its obligations hereunder, and that the execution and performance of this Agreement will not violate any agreement with a third party.

7.2 Partner Warranties. Partner warrants that (a) the Services will be performed in a professional and workmanlike manner consistent with industry standards; (b) Deliverables will not infringe the intellectual property rights of any third party; and (c) Partner will obtain all necessary rights, consents and clearances for any third-party materials used in the Deliverables.

8. INDEMNIFICATION

8.1 Partner Indemnity. Partner shall indemnify, defend and hold harmless Client and its officers, directors and employees from and against any third-party claim, liability, loss, damage or expense (including reasonable attorneys' fees) arising out of or relating to (a) Partner's breach of its representations, warranties or obligations under this Agreement; (b) infringement of any third-party intellectual property rights by the Deliverables; or (c) negligent acts or willful misconduct of Partner in performing the Services.

8.2 Client Indemnity. Client shall indemnify, defend and hold harmless Partner from and against any third-party claim, liability, loss, damage or expense (including reasonable attorneys' fees) arising from Client materials provided to Partner that infringe third-party rights or Client's breach of this Agreement.

9. INSURANCE

9.1 Insurance Requirements. During the term of this Agreement Partner shall maintain commercial general liability insurance, workers' compensation as required by law, and professional liability/errors and omissions insurance with limits sufficient to cover the Services, with minimum limits for general liability of Minimum General Liability (per occurrence): .

10. INDEPENDENT CONTRACTOR

Partner is an independent contractor and not an employee, agent, joint venturer or partner of Client. Partner shall be solely responsible for withholding and payment of all taxes and benefits with respect to its personnel.

11. COMPLIANCE WITH LAWS

Each Party shall comply with all applicable laws, regulations and industry standards in performing its obligations under this Agreement, including labor and health and safety requirements at production sites.

12. NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses below or to such other address as either Party may designate by notice in accordance with this section. Notices shall be deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the U.S. mail, certified or registered, postage prepaid.

13. AMENDMENTS; WAIVER

No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties. The waiver by either Party of any breach shall not be construed as a waiver of any subsequent breach.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of Governing Law State: without regard to conflict of laws principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any disputes arising under this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement (including all Schedules and attachments) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior negotiations, agreements and understandings. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. COUNTERPARTS; ASSIGNMENT; SURVIVAL

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Provisions intended to survive termination, including Sections 4 (Compensation), 5 (Intellectual Property), 6 (Confidentiality), 8 (Indemnification) and 15 (Entire Agreement; Severability), shall survive any expiration or termination of this Agreement.

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