Video Editing Agreement

VIDEO EDITING AGREEMENT

Parties

Recitals

WHEREAS, Client desires to obtain professional video editing services in connection with Client's raw footage and related materials; and

WHEREAS, Editor represents that Editor has the professional skill, experience and equipment necessary to perform the services described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the editing, delivery, payment and ownership of the edited video (the "Services") effective as of (the "Effective Date").

Scope of Work

Editor shall perform professional video editing services as set forth below. Editor will edit raw footage, assemble sequences, perform color correction, audio balancing, and deliver final master files in the format(s) specified. The scope may include motion graphics, basic titles, and simple transitions as described in the field below.

Timeline and Milestones

Editor will commence work no later than: and will use commercially reasonable efforts to complete the Services by: unless extended by mutual written agreement or by delays caused by Client.

Payment Terms

As full compensation for the Services, Client shall pay Editor the amounts and according to the schedule set forth below. All fees are exclusive of applicable taxes unless otherwise stated.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall be responsible for all collection costs, including reasonable attorneys' fees, for overdue amounts.

Revisions and Acceptance

Client is entitled to a limited number of revision rounds as set forth below. Additional revisions requested by Client beyond the included rounds will be billed at Editor's standard hourly rate or a mutually agreed flat fee.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until completion of the Services or termination as provided herein. Either party may terminate this Agreement for material breach if the other party fails to cure such breach within the notice period described below.

Confidentiality

Each party agrees that all non-public information disclosed by the other party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances ("Confidential Information") shall be held in confidence and used only for the purposes of performing obligations under this Agreement. Confidential Information does not include information that is or becomes publicly available through no breach by the receiving party or that is independently developed by the receiving party without use of Confidential Information.

Intellectual Property

Subject to full payment of all fees due hereunder, Editor grants to Client a worldwide, non-exclusive license to use the final edited video deliverables for Client's business purposes. Ownership of raw footage remains with the party who provided it unless otherwise agreed in writing. If Client requires an assignment of copyright in the final edited works, such assignment must be separately negotiated and documented below.

Editor grants Client a perpetual, royalty-free license to use the final deliverables for all purposes.

Editor assigns all copyrights in the final deliverables to Client upon full payment (subject to separate written assignment if required).

Warranties; Indemnification; Limitation of Liability

Editor warrants that the Services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, EDITOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED. CLIENT WARRANTS IT has the rights to provide any materials and grants to Editor the license to use such materials for the Services.

Each party shall indemnify and hold harmless the other from and against claims, damages and liabilities arising from the indemnifying party's breach of this Agreement or negligent acts. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE TOTAL FEES PAID BY CLIENT TO EDITOR UNDER THIS AGREEMENT.

Force Majeure

Neither party shall be liable for delays or failures due to causes beyond its reasonable control, including acts of God, government action, strike, labor disputes, fire, flood, pandemic, or interruption of utilities. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to conflict of law principles. The parties shall first attempt in good faith to resolve disputes through negotiation. If unresolved, disputes shall be submitted to binding arbitration in the designated state unless otherwise mutually agreed.

Entire Agreement; Amendments

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

Miscellaneous

Neither party's failure to enforce any provision of this Agreement will constitute a waiver. If any provision is held unenforceable, the remainder of the Agreement will remain in full force and effect. Notices shall be given in writing to the addresses provided above.

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