Stock Video Management Agreement

STOCK VIDEO MANAGEMENT AGREEMENT

This Stock Video Management Agreement (the Agreement) is made and entered into as of Effective Date: between Owner Name: (referred to herein as "Owner") and Manager Name: (referred to herein as "Manager").

WHEREAS

WHEREAS, Owner creates, owns and licenses moving-image content and related assets, including raw footage, edited clips, and metadata (collectively, "Assets"); and

WHEREAS, Manager is experienced in the marketing, distribution and licensing of stock video Assets and is willing to manage, license and collect revenues for such Assets under the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

PARTIES' CONTACT INFORMATION

1. DEFINITIONS

Capitalized terms used in this Agreement have the following meanings: "Assets" means all video clips, masters, stills, metadata and derivative files delivered by Owner to Manager; "Gross Revenue" means all amounts actually received by Manager from licensing, sublicensing, sale or other exploitation of the Assets, net of refunds, chargebacks and taxes required by law but before deduction of Manager's fees and expenses.

2. SCOPE OF WORK

Manager shall perform the following services with respect to the Assets delivered by Owner: identification and ingestion of Assets into digital distribution channels; metadata enhancement and keywording; encoding and transcoding to marketplace standards; marketing and promotion; negotiation and execution of licensing transactions; collection of license fees; and reporting to Owner pursuant to Section 4. Specific services, deliverables and timelines are described in detail below.

3. GRANT OF RIGHTS AND OWNERSHIP

Owner retains all right, title and interest in and to the Assets, subject to the non-exclusive or exclusive management rights granted to Manager below. Owner represents and warrants that it has full authority to grant rights described herein and that the Assets do not infringe third-party rights.

Exclusive management engagement for the Assets
Non-exclusive management engagement

4. PAYMENT TERMS

Manager shall be compensated as follows. All fees payable to Manager shall be calculated from Gross Revenue.

5. TERM AND TERMINATION

The term of this Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate for material breach if the breach remains uncured for a period of thirty (30) days after written notice. Upon termination, Manager shall cease further exploitation of Assets and shall deliver to Owner all Assets, records and accounting relating to the Assets within thirty (30) days, subject to payment of amounts due.

6. CONFIDENTIALITY

Each party shall treat as confidential all non-public business, technical and financial information of the other party ("Confidential Information") disclosed in connection with this Agreement. Confidential Information shall not include information that is or becomes generally available to the public other than by a breach of this Agreement. The receiving party shall not disclose or use Confidential Information except as necessary to perform its obligations. The confidentiality obligations shall survive termination for a period of from the date of termination.

7. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Owner represents and warrants that it owns or controls the rights in the Assets and that exploitation of the Assets in accordance with this Agreement will not violate third-party rights. Manager represents and warrants that it will perform services in a commercially reasonable manner in accordance with industry standards. Each party agrees to indemnify, defend and hold harmless the other from and against any claims, liabilities, losses and expenses arising out of a breach of its representations, warranties or obligations under this Agreement.

8. ACCOUNTING, RECORDS AND AUDIT

Manager shall prepare periodic statements showing Gross Revenue, deductions and amounts due to Owner consistent with the Payment Schedule. Owner shall have the right, upon reasonable notice and during normal business hours, to inspect Manager's records relevant to the Assets no more than once per twelve-month period. Any underpayment discovered by audit shall be promptly remitted; any overpayment shall be corrected by mutual adjustment.

9. ASSIGNMENT

Neither party may assign this Agreement without the prior written consent of the other, except that Manager may assign this Agreement to an affiliate or in connection with a merger or sale of substantially all of its assets provided the assignee assumes Manager's obligations hereunder in writing.

10. 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 law principles.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any written schedules or exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be in writing and signed by both parties.

12. NOTICES

All notices shall be in writing and delivered to the addresses set forth below or to such other address as a party shall specify in writing. Notices shall be deemed given upon personal delivery, three (3) days after deposit in the U.S. mail as certified mail, or upon delivery by a nationally recognized courier service.

13. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors. Neither party's performance under this Agreement shall be excused because of any cause beyond its reasonable control, including acts of God, war, strikes, or governmental actions.

Sign Now