Video Marketing Proposal

VIDEO MARKETING PROPOSAL

Client Name:    Service Provider Name:

Effective Date:

WHEREAS

WHEREAS, Client desires to retain Service Provider to develop professional video marketing content and associated deliverables to promote Client's products and services in accordance with the terms set forth herein; and

WHEREAS, Service Provider has represented that it possesses the personnel, technical capacity and creative expertise necessary to produce video content, post-production assets, and distribution guidance in a professional manner; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Proposal and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows.

SCOPE OF WORK

TIMELINE AND MILESTONES

Milestone 1 — Description:   Due Date:   Payment: $

Milestone 2 — Description:   Due Date:   Payment: $

Final Delivery — Description:   Due Date:   Payment: $

PAYMENT TERMS

Total Fee: $

Late Fee:   (applies to overdue amounts)

TERM AND TERMINATION

Term Commencement Date:    Term Expiration Date:

Notice Period for Termination for Convenience: days.

Either party may terminate this Proposal for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice. Termination does not relieve the Client of its obligation to pay for work performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party agrees to hold in confidence all confidential information disclosed by the other party, including but not limited to creative concepts, campaign strategies, raw footage, and marketing analytics. Confidential information shall not include information that is public through no fault of the receiving party, independently developed by the receiving party without use of disclosed confidential information, or rightfully received from a third party without restriction. The obligations of confidentiality shall survive termination or expiration of this Proposal for a period of three (3) years.

INTELLECTUAL PROPERTY & USAGE RIGHTS

Unless otherwise agreed in writing, Service Provider grants Client a non-exclusive, worldwide license to use the final delivered videos and derived assets for Client's marketing, promotional, and social channels in perpetuity. Raw footage and source project files remain the property of the Service Provider unless an assignment of ownership is specifically agreed and paid for; any assignment must be set out in writing and is subject to additional fees.

WARRANTIES, LIMITATIONS, AND INDEMNIFICATION

Service Provider warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING, SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Client agrees to indemnify and hold harmless Service Provider from claims arising out of Client-provided materials, content, or instructions that infringe third-party rights or violate applicable law.

GOVERNING LAW

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

ENTIRE AGREEMENT

This Proposal, together with any attachments and accepted change orders signed by authorized representatives of both parties, constitutes the entire agreement between Client and Service Provider regarding the subject matter hereof and supersedes all prior and contemporaneous understandings, proposals, negotiations, and agreements, whether written or oral.

CHANGE ORDERS

Any changes to scope, schedule or price must be documented in a written change order signed by authorized representatives of both parties. Service Provider is not required to proceed with work outside the scope until a change order is agreed and payments adjusted accordingly.

NOTICES

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