Video Production Project

VIDEO PRODUCTION PROJECT AGREEMENT

Project Title:

Client Name:    Production Company:

RECITALS

WHEREAS, Client Name: desires to procure professional video production services for the Project Title identified above; and

WHEREAS, Production Company: represents that it has the personnel, equipment, and expertise to perform such services in accordance with the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

SCOPE OF WORK

PAYMENT TERMS

Total Fee: $. The fee covers all labor and standard equipment listed in the Scope of Work unless otherwise stated in this Agreement.

Late Payment: In the event Client fails to make any payment within days of its due date, Client shall pay a late fee equal to per month on the overdue amount, compounded monthly, in addition to any collection costs and attorneys' fees incurred by Producer.

Reimbursable Expenses: Producer may incur out-of-pocket expenses (travel, location fees, permits, special equipment rental). Reimbursable expenses shall be pre-approved in writing by Client when over $ and will be invoiced separately and due within days of invoice.

TERM AND TERMINATION

Term Commencement Date: . Anticipated Completion Date: .

Either party may terminate this Agreement for convenience upon days' written notice to the other. Termination for material breach may be effective immediately upon written notice if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

Upon termination, Client will pay Producer for all services performed and expenses incurred through the effective date of termination, together with reasonable wind-down costs incurred by Producer.

CONFIDENTIALITY

Each party acknowledges that, in the course of performing this Agreement, it may obtain confidential information of the other party. Confidential information shall include business, technical, creative, financial, and marketing information disclosed in any form. The receiving party agrees to (a) hold such information in strict confidence, (b) not disclose it to any third party except to employees, contractors, or agents with a need to know and who are bound by confidentiality obligations no less protective than those set forth herein, and (c) use the confidential information solely to perform its obligations under this Agreement. Confidentiality obligations shall not apply to information that is (i) already in the public domain without breach of this Agreement, (ii) rightfully received from a third party without restriction, or (iii) required to be disclosed by law or legal process, provided the receiving party gives prompt written notice to the disclosing party to permit seeking protective relief.

INTELLECTUAL PROPERTY

Ownership of Work Product: Unless otherwise agreed in writing, upon full payment of all fees and expenses due, Producer assigns to Client all right, title and interest in and to the final deliverables specifically created under this Agreement. Producer retains all rights in its pre-existing materials, underlying footage, raw files, editing tools, project files, and methodologies, except where Producer has expressly assigned such rights in writing. Client is granted a non-exclusive, perpetual license to use any pre-existing Producer materials only to the extent incorporated into the final deliverables.

Third-Party Materials and Clearances: Client is responsible for securing any necessary releases, clearances, or licenses for third-party materials, music, or talent unless the parties agree that Producer will obtain such clearances and the parties have documented allocation of costs in the Payment Schedule.

INSURANCE AND WARRANTIES

Producer warrants that it will perform services in a professional manner consistent with industry standards. Producer shall maintain, at its expense, general liability insurance and workers' compensation insurance as required by applicable law. Certificates of insurance shall be provided to Client upon request.

INDEMNIFICATION

Each party agrees to indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's negligence, willful misconduct, or breach of this Agreement, except to the extent such claims arise from the indemnitee's own negligence or willful misconduct.

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties agree to first attempt to resolve disputes through good-faith negotiation. If unresolved within 30 days, disputes shall be resolved by binding arbitration in the applicable jurisdiction, unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Agreement, together with any written exhibits, schedules, and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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