Television Production Agreement

Television Production Agreement

This Television Production Agreement (the "Agreement") is entered into as of by and between Producer Name: a organized under the laws of , with principal place of business at (the "Producer"); and Company Name: , a organized under the laws of , with principal place of business at (the "Company"). Producer and Company may be referred to herein individually as a "Party" and collectively as the "Parties."

Recitals

WHEREAS, Company desires to engage Producer to prepare, produce and deliver a television program provisionally entitled (the "Program"); and

WHEREAS, Producer represents that it has the necessary experience, personnel, facilities and technical ability to produce the Program in accordance with the terms and specifications set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions under which Producer will render production services and grant rights in the Program to Company.

Now, Therefore

NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Deliverables" means all completed program masters, raw footage, outtakes, music cues, artwork, scripts and other materials to be delivered by Producer to Company pursuant to this Agreement.

1.2 "Territory" means .

2. Production Services

2.1 Scope. Producer shall develop, produce and deliver the Program in accordance with the creative concept, technical specifications and schedule set forth in Schedule A attached hereto and incorporated herein. Producer shall provide all creative, technical and production personnel and shall be solely responsible for the supervision and direction of the production.

2.2 Creative Control. Producer shall consult with Company on major creative decisions. Company shall have the right to approve final script and final cut in accordance with the acceptance procedures of Section 4. Producer retains day-to-day creative control of the production subject to Company’s approval rights expressly set forth in this Agreement.

3. Delivery and Acceptance

3.1 Delivery Schedule. Producer shall deliver the first assembly to Company by . Final delivery of the Program shall occur no later than , subject to adjustments for force majeure or changes authorized in writing.

3.2 Format and Materials. Deliverables shall conform to the technical delivery specifications set forth in Schedule A. Producer shall deliver final masters and all required ancillary materials in formats reasonably requested by Company.

3.3 Acceptance. Company shall have days following delivery to review and either accept the Deliverables or provide written notice of deficiencies. If Company provides timely notice of deficiencies, Producer shall correct such deficiencies at its expense within a commercially reasonable period.

4. Compensation

4.1 Fee. As full compensation for the services rendered and Deliverables delivered hereunder, Company shall pay Producer a fixed fee of (the "Fee"), payable in accordance with Section 4.2.

4.3 Taxes and Withholding. All payments to Producer are exclusive of taxes for which Producer is responsible, and Producer shall be solely responsible for reporting and remitting any taxes, withholdings or contributions required by applicable law.

5. Credits and Promotional Materials

Producer shall receive on-screen credit as specified: . Company shall have the right to use excerpts, stills and promotional materials from the Program for advertising, publicity and promotional purposes without additional compensation to Producer, subject to Producer's approval of usage where such approval is expressly required in Schedule A.

6. Rights and Ownership

6.1 Grant of Rights. Producer hereby grants to Company an exclusive, sublicensable license to exploit the Program throughout the Territory for the Term in all media now known or hereafter devised, subject to the payment and credit provisions of this Agreement.

6.2 Ownership. Unless otherwise agreed in writing in Schedule A, copyright in the underlying materials created by Producer shall remain with Producer, subject to the license granted to Company hereunder. Any pre-existing intellectual property of either Party shall remain the property of that Party.

7. Warranties and Representations

Each Party represents and warrants that it has full right, power and authority to enter into and perform this Agreement, and that the performance of its obligations will not violate any agreement with or right of any third party. Producer further warrants that the Program will be original and will not infringe the rights of any third party.

8. Indemnification

Producer shall indemnify, defend and hold harmless Company and its officers, directors and affiliates from and against any and all claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of any breach of Producer's representations, warranties or obligations under this Agreement, including claims of infringement of third‑party rights.

9. Insurance

Producer shall maintain at its own expense general liability, workers' compensation and production insurance customary in the industry with limits reasonably satisfactory to Company and shall provide certificates of insurance upon request.

10. Confidentiality

Each Party agrees to keep confidential and not to disclose the other Party's Confidential Information, except as required in the performance of this Agreement or as required by law. Confidential Information shall not include information that is publicly known other than by breach of this Agreement.

11. Term and Termination

11.1 Term. The license granted hereunder shall commence on the Effective Date and continue for the period set forth in Schedule A or until terminated pursuant to this Section 11 (the "Term").

11.2 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 days after receipt of notice.

12. Notices

Notices shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth above or to such other address as either Party may designate by notice to the other.

13. Amendments; Waiver; Counterparts

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver of any breach shall be deemed a waiver of any other or subsequent breach. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. Governing Law; Entire Agreement; Severability

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14.2 Entire Agreement. This Agreement, together with all Schedules hereto, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

14.3 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be construed or severed to the extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

15. Miscellaneous

15.1 Relationship of Parties. Producer is an independent contractor and nothing in this Agreement shall create an employment, partnership, joint venture or agency relationship between the Parties.

15.2 Assignment. Neither Party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to an affiliate or successor in interest in connection with a merger, acquisition or sale of substantially all of its assets.

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