Review Scripts Document

Review Scripts Document

This Review Scripts Document (the Agreement) is made effective as of Effective Date: by and between Client Name: and Reviewer Name: .

RECITALS

WHEREAS, Client is engaged in the development of a script or scripts described as Project Title: (the Project); and

WHEREAS, Reviewer has professional experience in script development, editorial review, and providing written and verbal notes; and

WHEREAS, Client desires to engage Reviewer, and Reviewer agrees to provide review services on the terms and conditions set forth herein.

SCOPE OF WORK

Reviewer shall perform script review services including, but not limited to, structural notes, character analysis, scene-by-scene feedback, and suggested revisions. Reviewer shall prepare Deliverables as described below and shall provide feedback in the format and on the schedule agreed by the parties.

PAYMENT TERMS

Client shall pay Reviewer compensation for the Services as set forth below. All fees are payable in U.S. dollars unless otherwise agreed in writing.

Any amount not paid when due shall accrue a late fee of and/or a fixed late fee of . Client shall also reimburse Reviewer for reasonable collection costs, including attorneys' fees, incurred to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to termination. Either party may terminate for material breach if the breaching party fails to cure the breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party (the Disclosing Party) to the other (the Receiving Party) in connection with the Project, whether oral, written or electronic, and includes but is not limited to scripts, notes, outlines, business plans, budgets and creative materials. Confidential Information shall not include information that (i) is or becomes generally available to the public other than through a breach of this Agreement; (ii) was lawfully in the Receiving Party's possession prior to disclosure; or (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purposes of performing this Agreement, shall not disclose it to third parties except to those employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those herein, and shall take commercially reasonable measures to protect it. The obligations of confidentiality shall survive termination of this Agreement for a period of years.

OWNERSHIP AND LICENSES

The parties agree as follows regarding ownership of materials and deliverables arising from Reviewer's Services:

Reviewer acknowledges that any materials expressly provided by Client for review are the property of Client. To the extent Reviewer creates written notes, editorial comments, or other materials specifically prepared for Client under this Agreement, the parties agree that:

Work made for hire: Reviewer acknowledges such materials are commissioned as a work made for hire and, to the extent not a work made for hire, Reviewer assigns all right, title and interest in such materials to Client upon payment in full.

Non-exclusive license: Alternatively, if checked, Reviewer grants Client a perpetual, worldwide, non-exclusive, transferable license to use the review notes and deliverables for exploitation, development, and production of the Project, subject to payment in full.

WARRANTIES; INDEMNITY

Reviewer represents and warrants that Reviewer has the right to enter into this Agreement and that the Services will be performed with reasonable skill and care in accordance with industry standards. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND REVIEWER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, costs and expenses arising out of breach of that party's representations, warranties or obligations under this Agreement, except to the extent caused by the indemnified party's gross negligence or willful misconduct.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, or a party's breach of the confidentiality obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages. The aggregate liability of each party arising out of or related to this Agreement shall not exceed the total fees paid by Client to Reviewer under this Agreement.

GOVERNING LAW

This Agreement 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 Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and representations, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the parties' original intent.

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