Television Contract

TELEVISION CONTRACT

This Television Contract (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , a legal entity of type Corporation LLC Individual , and Producer Name: , with principal place of business at Address: (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client desires to engage Producer to produce one or more television program episodes or a series identified as Production Title: (the "Production"); and

WHEREAS, Producer has the expertise, personnel and equipment necessary to develop, produce and deliver the Production in accordance with the terms of this Agreement; and

WHEREAS, the Parties wish to set forth their respective rights, obligations, compensation and other terms governing the Production.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1. "Delivery Materials" means all masters, footage, digital files, scripts, rushes, edits, artwork and other materials created in connection with the Production that are required to be delivered to Client under this Agreement.

1.2. "Broadcast" means any transmission of the Production by means of terrestrial, cable, satellite, IPTV or other electronic transmission now known or hereafter developed.

2. GRANT OF RIGHTS

2.1. Producer grants to Client the exclusive right to Broadcast the Production throughout Territory: for the Term defined below, subject to the license restrictions and payment provisions set forth herein.

2.2. Producer retains all underlying rights in any pre-existing materials and intellectual property not specifically transferred in writing. Client's rights do not include the right to create derivative works beyond edits necessary for Broadcast without Producer's prior written consent.

3. TERM

3.1. The license granted herein commences on Commencement Date: and shall continue for a period of years, unless earlier terminated in accordance with Section 12.

4. COMPENSATION AND PAYMENT

4.1. As full consideration for the rights granted and services rendered under this Agreement, Client shall pay Producer Total Fee: payable according to the schedule below.

4.2. Unless otherwise set forth, payments shall be made within Payment Days: days of receipt of undisputed invoice. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. DELIVERABLES AND SCHEDULE

5.1. Producer shall deliver Delivery Materials in formats and to technical specifications reasonably required by Client. Initial delivery date for first episode or deliverable: .

6. CREATIVE CONTROL; APPROVAL

6.1. Producer shall exercise primary creative control over the Production. Client shall have approval rights limited to material breaches of agreed creative brief and technical delivery. Client's approval, if required, shall not be unreasonably withheld and shall be provided within Approval Days: days of receipt of submitted work.

7. WARRANTIES AND REPRESENTATIONS

7.1. Each Party represents and warrants that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that performance will not violate any other agreement or obligation.

7.2. Producer further warrants that the Delivery Materials will be original to Producer or properly licensed and that Producer will obtain all releases, consents and licenses necessary for Client's use as contemplated herein.

8. CONFIDENTIALITY

8.1. Each Party shall keep confidential all non-public business, creative and technical information disclosed by the other Party that is identified as confidential or that reasonably should be understood to be confidential, and shall use such information only to perform its obligations under this Agreement.

9. INDEMNIFICATION

9.1. Each Party shall indemnify, defend and hold harmless the other Party from and against any third party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of a breach of its representations, warranties or obligations under this Agreement.

10. INSURANCE

10.1. Producer shall maintain at its expense customary production liability insurance, workers' compensation and any other insurance required by applicable law or reasonably requested by Client, and shall provide certificates of insurance upon reasonable request.

11. CREDITS AND PROMOTION

11.1. Client shall provide on-air and/or promotional credit to Producer in substantially the form Credit Line: where appropriate and as mutually agreed by the Parties.

12. TERMINATION

12.1. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within Cure Period Days: days after written notice specifying the breach.

12.2. Upon termination, Client shall pay for all services performed and expenses reasonably incurred through the effective date of termination.

13. NOTICES

13.1. All notices under this Agreement shall be in writing and delivered by hand, recognized overnight courier, or certified mail to the addresses set forth above and shall be effective upon receipt.

14. AMENDMENTS; WAIVER; COUNTERPARTS

14.1. No amendment to this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

14.2. 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.

15. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

15.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of law principles.

15.2. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the Production and supersedes all prior negotiations, understandings and agreements, whether written or oral.

15.3. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be replaced with a valid provision that most closely reflects the Parties' intent.

MISCELLANEOUS

16.1. Relationship of Parties: Producer is engaged as an independent contractor and not as an employee, partner or joint venturer of Client. Producer shall be responsible for all taxes and withholdings arising from amounts paid to Producer.

16.2. Assignment: Neither Party may assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, except that Client may assign to an affiliate or successor entity in connection with a merger or sale.

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