Project Production Schedule

PROJECT PRODUCTION SCHEDULE

Client Name:   Production Company:

RECITALS (WHEREAS)

WHEREAS, Client engages Producer to deliver the production services and deliverables described in this Project Production Schedule (the "Schedule") in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend that this Schedule set forth the definitive timeline, milestone deliverables, responsibilities, payment structure and related obligations for the project identified below and that it be incorporated into the governing agreement between the parties.

WHEREAS, the parties acknowledge that adherence to the schedule, timely approvals and payments are essential to successful completion of the work described herein.

PROJECT OVERVIEW

SCOPE OF WORK

The Producer will perform the services, tasks and deliverables specified below in accordance with the milestones and acceptance criteria in this Schedule. The Producer's obligations include project management, staffing, procurement of necessary production resources, coordination with Client reviewers, and delivery of final assets as set forth in the milestones.

PRODUCTION SCHEDULE — MILESTONES

List each major milestone, responsible party, planned dates, dependencies, acceptance criteria and current status. Dates entered are planned target dates and subject to the Change Order procedure below for material revisions.

PAYMENT TERMS

The Client shall pay Producer for the services and deliverables set forth in this Schedule pursuant to the following terms. Payment obligations are independent from acceptance obligations; final acceptance as defined in each milestone is a condition to final deliverable approval but does not relieve Client of timely payment for approved billings.

If any undisputed payment is not received by Producer within days after the due date, Client will pay a late fee equal to per month on the past-due amount, calculated monthly, together with all collection costs and reasonable attorneys' fees incurred by Producer in collecting past-due amounts.

TERM AND TERMINATION

This Schedule commences on Start Date: and will continue in effect until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Schedule for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Either party may also terminate this Schedule without cause upon days' prior written notice to the other party; in such event, Client shall pay Producer for work performed through the effective date of termination and for reasonable costs incurred in winding down.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party to the other party, whether disclosed orally or in writing, that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, creative concepts, scripts, pre-production materials, budgets, schedules, pricing and trade secrets.

The receiving party shall (a) hold Confidential Information in strict confidence, (b) not disclose such information to any third party except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and (c) use the Confidential Information solely for the purposes of performing under this Schedule. The obligations in this clause do not apply to information that (i) is or becomes generally available to the public through no fault of the receiving party, (ii) is rightfully received from a third party without restriction, (iii) was in the receiving party's possession prior to disclosure, or (iv) is independently developed without reference to the Confidential Information.

Upon termination or expiration of this Schedule, each party shall promptly return or destroy the other party's Confidential Information and certify in writing to such return or destruction upon request.

CHANGE ORDERS

Any material change to the Scope of Work, schedule or fees shall be documented in a written change order signed by authorized representatives of both parties. Change orders shall set forth the revised scope, schedule impact and any adjustment to compensation. Producer shall not be required to perform material changes without a signed change order and, where applicable, equitable adjustment to the schedule and fees.

GOVERNING LAW; DISPUTE RESOLUTION

This Schedule shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles. The parties shall attempt in good faith to resolve any dispute arising under this Schedule through negotiation between senior representatives. If negotiation fails, the parties agree to submit the dispute to mediation prior to initiating litigation; either party may seek injunctive or other equitable relief to protect Confidential Information or intellectual property.

ENTIRE AGREEMENT

This Project Production Schedule, together with any referenced agreement between Client and Producer, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements. No amendment to this Schedule is effective unless in writing and signed by authorized representatives of both parties.

NOTICES

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