Video Partnership Agreement

Video Partnership Agreement

This Video Partnership Agreement (the Agreement) is made and entered into as of (Effective Date), by and between:

Parties

Individual Corporation LLC Other

Individual Corporation LLC Other

Recitals

WHEREAS, Party A is engaged in the creation, production, and distribution of video content and possesses production resources and distribution channels; and

WHEREAS, Party B has expertise, talent, or rights in connection with certain video content and desires to collaborate with Party A to produce, market, and monetize such content under the terms set forth herein; and

WHEREAS, the parties desire to set forth the scope, financial terms, ownership, confidentiality, and other obligations governing their partnership with respect to the video projects described below.

Scope of Work

Payment Terms

Total Production Budget: $ . Payment and revenue allocation will be governed as follows.

Party A shall receive of net revenues and Party B shall receive of net revenues, where "net revenues" means gross receipts actually received less third-party platform fees, payment processing fees, and direct out-of-pocket production expenses pre-approved in writing by both parties.

Any undisputed payment not received within the invoicing period shall accrue interest at a rate of compounded monthly, plus any reasonable collection costs.

Intellectual Property; License

Ownership of the raw footage, underlying materials, and final edited videos shall be allocated as follows unless otherwise agreed in writing: pre-existing materials remain the property of the originating party. For jointly created materials, the parties grant each other a non-exclusive, worldwide, royalty-free license to exploit the jointly created video content in accordance with the revenue share provisions above. Any third-party materials used in the videos must be properly licensed by the party introducing them and remain that party's responsibility.

Confidentiality

Each party (the Receiving Party) shall hold in strict confidence all Confidential Information disclosed by the other party (the Disclosing Party) and shall not use such Confidential Information except to perform obligations under this Agreement. "Confidential Information" includes non-public business, financial, creative, technical, distribution, and marketing information, but does not include information that: (a) is or becomes generally available to the public other than through breach of this Agreement; (b) was lawfully in the Receiving Party's possession prior to disclosure; or (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information. Confidentiality obligations survive termination for a period of three (3) years.

Term and Termination

This Agreement shall commence on the Effective Date and shall continue until , unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice. Either party may also terminate for convenience upon days' prior written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment and confidentiality obligations.

Representations and Warranties

Each party represents and warrants that it has full right, authority, and capacity to enter into this Agreement and to grant the rights and licenses granted herein, and that the performance of its obligations will not violate any agreement with third parties.

Indemnification

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

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation. If negotiation fails, disputes shall be resolved by final and binding arbitration conducted in the county where the Lead Partner maintains its principal place of business, unless the parties agree otherwise in writing.

Limitation of Liability; Insurance

Except for liability arising from gross negligence, willful misconduct, or indemnification obligations, neither party shall be liable for indirect, incidental, special, or consequential damages. Each party shall maintain, at its own expense, commercial general liability insurance and any additional coverages reasonably related to the production and distribution of video content.

Entire Agreement; Amendments

This Agreement, including any exhibits and attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and understandings, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

Notices shall be sent to the contact addresses listed above. Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an acquirer of substantially all of its business related to this Agreement. If any provision is held invalid, the remainder of the Agreement shall remain in full force and effect.

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