Video Production Services Agreement

VIDEO PRODUCTION SERVICES AGREEMENT

This Video Production Services Agreement (the Agreement) is entered into between:

RECITALS

WHEREAS, Client desires to engage Producer to perform video production services for the project titled for use as described in this Agreement; and

WHEREAS, Producer represents that it possesses the personnel, equipment, facilities and expertise necessary to perform professional video production services and agrees to provide such services under the terms and conditions set forth herein.

WHEREAS, the parties wish to set forth their respective rights and obligations regarding the production, delivery, payment and ownership of the final deliverables.

SCOPE OF WORK

Producer shall perform video production services consisting of pre-production, production and post-production activities as described below. All services shall be performed in a professional manner consistent with industry standards.

PAYMENT TERMS

Client shall pay Producer the fees set forth below in consideration for the Services. Unless expressly stated otherwise, fees are exclusive of applicable taxes and third-party costs.

All invoices shall be payable within the number of days specified in the payment schedule. If Client fails to pay any undisputed amount when due, Producer may suspend services after providing written notice and the opportunity to cure as set forth in the Term and Termination section below.

TERM AND TERMINATION

The term of this Agreement commences on and, unless earlier terminated in accordance with this Agreement, will continue until .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above after receiving written notice. Either party may also terminate for insolvency or bankruptcy of the other party. In the event of termination, Client shall pay Producer for all services performed and costs incurred through the effective date of termination, including reimbursable third-party costs and any non-cancellable commitments.

CONFIDENTIALITY

Each party agrees to hold confidential and not disclose to third parties any non-public information disclosed by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

INTELLECTUAL PROPERTY AND DELIVERABLES

Subject to Client's timely payment in full of all amounts due under this Agreement, Producer grants to Client a worldwide, non-exclusive, transferable license to use the final delivered video files in the media and for the purposes specified in the Scope of Work. Ownership of raw footage, rushes and Producer's underlying pre-existing intellectual property shall remain with Producer unless the parties expressly agree in writing to an assignment. If Client requires an assignment of rights in the final deliverables, such assignment must be set forth in writing and may be subject to additional consideration.

REVISIONS AND ACCEPTANCE

WARRANTIES, INDEMNIFICATION AND LIMITATION OF LIABILITY

Producer warrants that it will perform services in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED. Client shall indemnify and hold harmless Producer from claims arising from Client-provided materials, instructions or uses inconsistent with this Agreement. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, AND THE AGGREGATE LIABILITY SHALL BE LIMITED TO THE FEES PAID TO PRODUCER UNDER THIS AGREEMENT DURING THE PRIOR TWELVE MONTHS.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from acts beyond its reasonable control, including but not limited to acts of God, labor disputes, governmental actions, pandemics, or equipment failure. Affected party shall notify the other promptly and make reasonable efforts to resume performance.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in such jurisdiction for any disputes arising under this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any statements of work or exhibits executed by the parties, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing signed by both parties.

MISCELLANEOUS PROVISIONS

Notices shall be in writing and delivered to the addresses set forth above. Neither party may assign this Agreement without the other party's prior written consent, except that Producer may assign to an affiliate or in connection with a sale of substantially all its assets. If any provision is found invalid, the remaining provisions shall remain in full force and effect.

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