Video Mutual Agreement

VIDEO MUTUAL AGREEMENT

This Video Mutual Agreement ("Agreement") is entered into as of Effective Date: by and between Party A: and Party B: . Each a "Party" and collectively the "Parties".

RECITALS

WHEREAS, Party A possesses production resources, technical expertise and rights necessary to develop, record and deliver a video production (the "Project"); and

WHEREAS, Party B will contribute talent, materials or other creative input for the Project and the Parties desire to set forth their respective rights, payments and obligations with respect to ownership, use and confidentiality of the video and related materials; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows.

SCOPE OF WORK

The Parties will collaborate on the Project as described below. The Parties agree to cooperate in good faith to complete the Project in accordance with the specifications, delivery schedules and revisions set forth in this Agreement.

PAYMENT TERMS

Compensation for services and deliverables shall be as follows.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either Party may terminate this Agreement for material breach by the other Party if the breach remains uncured for a period of fifteen (15) days after written notice. Either Party may terminate immediately for a material breach involving unauthorized disclosure of Confidential Information or infringement of intellectual property obligations.

Upon termination, all unpaid fees accrued through the termination date shall become immediately due and payable. Each Party shall promptly return or destroy the other Party's Confidential Information and any physical or digital materials as directed.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, creative, financial or other information disclosed by one Party to the other that is designated confidential or that a reasonable person would understand to be confidential under the circumstances. Each Party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted under this Agreement; and (c) use Confidential Information only to perform obligations under this Agreement.

Confidentiality obligations shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other Party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing Party gives prompt notice to the other Party to seek protective relief.

INTELLECTUAL PROPERTY AND RIGHTS

Unless otherwise agreed in writing, the Parties grant each other a non-exclusive, royalty-free license to use the jointly created deliverables for the limited purposes described in this Agreement. Ownership of footage, raw materials and deliverables shall be allocated as follows: the Parties may select joint ownership, or specify distinct ownership in the Scope of Work. Any grant of rights must be set forth in writing and executed by authorized representatives of both Parties.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each Party shall indemnify and hold harmless the other Party from and against third-party claims arising from the indemnifying Party's breach of this Agreement, negligence or willful misconduct. In no event shall either Party be liable to the other for indirect, incidental, consequential or exemplary damages, except for liability arising from breach of confidentiality or infringement of third-party intellectual property rights.

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. Exclusive venue for disputes shall be in the state or federal courts located within that State.

ENTIRE AGREEMENT

This Agreement, including any attachments or written exhibits expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, proposals or agreements, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both Parties.

MISCELLANEOUS

Assignment: Neither Party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other Party, except to a successor in interest by merger or sale of substantially all assets.

Notices: All notices required or permitted under this Agreement shall be in writing and delivered to the addresses provided by the Parties. Such notices shall be deemed given when received.

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