Production Television Series Agreement

PRODUCTION TELEVISION SERIES AGREEMENT

This Production Television Series Agreement ("Agreement") is entered into as of by and between:

WHEREAS

WHEREAS, Producer is engaged in the development, production and delivery of television programming and has developed a concept and episodic material for a television series currently entitled ("Series"); and

WHEREAS, Licensee desires to obtain certain rights to exhibit and distribute the Series according to the terms and conditions set forth in this Agreement; and

WHEREAS, Producer represents that it has the right to grant the rights herein and will produce the Series in accordance with accepted industry standards and the specifications contained in this Agreement.

SCOPE OF WORK

Producer shall develop, produce and deliver the Series in accordance with the creative concept, episode outlines and technical specifications agreed to by the parties. Producer's obligations include securing all creative and technical personnel, facilities, equipment and clearances necessary to deliver the Series as set forth below.

PAYMENT TERMS

In consideration for the rights granted herein and the delivery of the Series, Licensee shall pay Producer the fees set forth below in lawful currency. All amounts are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at per month (or the maximum permitted by applicable law), calculated monthly from the date payment was due until paid. All invoices must be accompanied by reasonable supporting documentation as requested by Licensee.

RIGHTS, OWNERSHIP AND LICENSE

Subject to receipt of all payments due hereunder and subject to Producer's retained underlying rights as set forth below, Producer grants to Licensee an exclusive/non-exclusive (select as applicable in practice) license to exhibit, distribute, and exploit the Series in the Territory for the License Term specified below.

CREDITS AND PROMOTION

Licensee shall accord Producer on-screen credit in substantially the form and prominence consistent with industry practice. Producer shall have approval rights over the primary credit wording as to producer credit placement.

WARRANTIES, REPRESENTATIONS AND COVENANTS

Producer represents and warrants that (a) it has full right, power and authority to enter into this Agreement and to grant the rights granted herein; (b) the Series will be original to Producer or properly licensed/cleared; (c) the Series will not infringe or violate the rights of any third party; and (d) all necessary clearances, consents and releases will be obtained prior to delivery. Producer further covenants to deliver the Series free and clear of liens and encumbrances.

INDEMNIFICATION

Producer shall indemnify, defend and hold harmless Licensee and its officers, directors and affiliates from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of any breach of the representations and warranties set forth in this Agreement or any claim that the Series infringes a third party's rights, except to the extent such claim arises from Licensee's exploitation beyond the rights granted or Licensee-provided materials.

INSURANCE

Producer shall maintain and provide evidence of production insurance customary in the industry, including general liability and workers' compensation. Minimum limits shall be per occurrence unless otherwise agreed in writing.

CONFIDENTIALITY

Each party shall hold in confidence and not disclose to third parties any Confidential Information of the other party disclosed in connection with this Agreement, except to the extent disclosure is required by law or necessary for performance and provided the receiving party uses commercially reasonable measures to protect such information.

TERM AND TERMINATION

This Agreement shall commence on the Start Date and, unless earlier terminated in accordance with this Agreement, shall continue through the End Date.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for days after written notice. Licensee may terminate for convenience upon payment of agreed termination compensation as set forth in the schedule below.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the courts of that jurisdiction unless the parties agree to arbitration in writing.

ENTIRE AGREEMENT

This Agreement, together with any schedules, exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations and agreements, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and sent to the addresses below via certified mail, courier, or email with confirmation where specified.

MISCELLANEOUS

Force Majeure: Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, labor disputes, war, governmental action or public health emergencies; provided that the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

Assignment: This Agreement and the rights hereunder may not be assigned without the prior written consent of the other party, except that Licensee may assign to an affiliate or successor in interest to substantially all of Licensee's business without Producer's consent.

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

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