Professional Television Services Agreement

PROFESSIONAL TELEVISION SERVICES AGREEMENT

This Professional Television Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Client Name: (the "Client") and Producer Name: (the "Producer").

RECITALS

WHEREAS, Client desires to engage Producer to provide professional television production services for a program or series provisionally titled Production Title: ; and

WHEREAS, Producer represents that it has the experience, personnel, equipment and facilities required to produce the program in accordance with the terms of this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the services, deliverables and compensation described herein.

NOW, THEREFORE, in consideration of the mutual covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. ENGAGEMENT; SCOPE OF SERVICES

1.1 Engagement. Client engages Producer, and Producer accepts such engagement, to provide the services described in this Agreement and in Schedule A (Scope of Services), attached hereto and incorporated by reference. Producer shall perform services as an independent contractor and not as an employee of Client.

1.2 Changes. Any material change to the scope, schedule, or budget shall require a written change order executed by both parties. Producer shall not be required to perform services outside the agreed scope without such a change order.

2. TERM; DELIVERY; ACCEPTANCE

2.1 Term. The services shall commence on Commencement Date: and shall continue until Completion Date: , unless earlier terminated in accordance with this Agreement.

2.2 Acceptance. Client shall have a period of Ten (10) business days following delivery of a deliverable to review and either accept it or provide written notice of deficiencies. If Client fails to provide timely notice, the deliverable will be deemed accepted.

3. COMPENSATION; EXPENSES

3.1 Fee. Client shall pay Producer a total fee of $ (the "Fee") in accordance with the payment schedule set forth below.

3.2 Deposit. A non-refundable deposit of $ shall be payable upon execution of this Agreement.

3.3 Expenses. Client shall reimburse Producer for pre-approved, reasonable out-of-pocket expenses directly related to the production (including location fees, permits, travel and equipment rentals) upon presentation of receipts. Reimbursable expenses shall be limited to those expressly authorized in writing by Client.

4. RIGHTS; OWNERSHIP; LICENSE

4.1 Work Made for Hire. Subject to payment in full of the Fee, Producer hereby grants to Client an exclusive, worldwide, perpetual license to use and exploit the final delivered program(s) and deliverables solely in the media and for the purposes agreed in this Agreement. To the extent any deliverable does not qualify as a work made for hire, Producer assigns to Client all right, title and interest in and to the deliverable upon full payment.

4.2 Underlying Materials. Producer shall retain ownership of Producer's underlying materials, raw footage and producer archives, except as expressly assigned in writing. Client's license does not include Producer's underlying materials except where necessary for Client's exploitation of the deliverables.

5. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not disclose such information to any third party except to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. The obligations in this Section shall survive termination of this Agreement for a period of years.

6. REPRESENTATIONS; WARRANTIES; COVENANTS

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder, that performance will not violate any agreement or obligation of such party, and that all materials provided to the other party will not infringe the rights of any third party. Producer further warrants that the services will be performed in a professional manner consistent with industry standards.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each party (the "Indemnitor") shall indemnify, defend and hold harmless the other party (the "Indemnitee") from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnitor's breach of this Agreement, negligence or willful misconduct.

7.2 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct or breach of the confidentiality or indemnification obligations, neither party's aggregate liability for claims arising under this Agreement shall exceed the total fees actually paid by Client to Producer under this Agreement.

8. INSURANCE

Producer shall maintain, at its expense, commercial general liability insurance, workers' compensation and employer's liability insurance, and automobile liability insurance, in amounts customary for productions of similar scope. Upon Client's request, Producer shall provide certificates of insurance evidencing such coverage.

9. TERMINATION

9.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing thirty (30) days' prior written notice to the other party. In the event of termination for convenience, Client shall pay Producer for all services performed and non-cancellable commitments made up to the effective date of termination.

9.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice specifying the breach.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate in writing).

11. MISCELLANEOUS

11.1 Independent Contractor. Producer is an independent contractor and shall be solely responsible for payment of all employment taxes and benefits for its personnel.

11.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the governing_state specified below without regard to conflict of laws principles.

11.3 Entire Agreement. This Agreement, including all exhibits and schedules, 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.

11.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed so as to give effect to the parties' intent to the greatest extent permitted by law.

11.5 Amendments; Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver shall be deemed to be a waiver of any subsequent breach or default.

11.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

12. ATTACHMENTS

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