Video Production Video Recording Contract

VIDEO PRODUCTION VIDEO RECORDING CONTRACT

This Video Production Video Recording Contract (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client desires to engage Producer to perform video recording and production services for the project described below, and Producer is willing to provide such services under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to establish the scope of services, payment schedule, ownership of recorded materials, confidentiality obligations and other key terms necessary to the orderly performance of the project.

WHEREAS, the parties agree that the rights and obligations set forth herein constitute the entire agreement between them with respect to the subject matter.

PROJECT IDENTIFICATION

SCOPE OF WORK

Producer shall provide video recording and production services as described below. Producer will furnish qualified personnel, equipment, and technical expertise reasonably necessary to complete the services.

DELIVERABLES & SCHEDULE

Number of final edited videos:   Format/resolution:

Recording start date:   Recording end date:   Call time:

PAYMENT TERMS

Total Fee (USD):

Deposit amount (due to secure date):   Deposit due by:

Balance due (upon delivery / on completion):   Balance due by:

Late payment fee: on any overdue amount. Client agrees that Producer may withhold final deliverables and raw footage until all undisputed amounts are paid in full.

TERM AND TERMINATION

Commencement date: ; Anticipated completion date: .

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after written notice. Client may cancel the scheduled recording without cause by providing at least days’ notice; in such event the deposit shall be treated as liquidated damages unless otherwise agreed in writing.

CONFIDENTIALITY

Each party shall hold in confidence all non-public information and materials disclosed by the other party that are identified as confidential or that reasonably should be understood to be confidential given their nature ("Confidential Information"). Confidential Information shall not include information that is (a) publicly known through no breach of this Agreement; (b) lawfully received from a third party; or (c) independently developed without use of the disclosing party’s Confidential Information. The receiving party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

INTELLECTUAL PROPERTY AND LICENSE

All raw footage, source files, camera negatives and original materials are the sole property of Producer unless otherwise assigned in writing. Upon receipt of full payment, Producer grants Client a non-exclusive, non-transferable license to use the final delivered videos in perpetuity for the purposes agreed herein: .

If Client requires transfer of copyright or work-for-hire treatment, such assignment must be expressly documented and compensated in a separate written amendment signed by both parties.

WARRANTIES, INDEMNITY & LIMITATION OF LIABILITY

Producer warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT AS EXPRESSLY PROVIDED, PRODUCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Client shall indemnify and hold Producer harmless from and against any claims, losses, liabilities or expenses (including reasonable attorneys’ fees) arising out of Client’s breach of this Agreement, Client-provided materials, or Client’s use of the deliverables beyond the scope of the license granted herein. Producer shall indemnify Client for claims arising from Producer’s gross negligence or willful misconduct.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PRODUCER UNDER THIS AGREEMENT.

FORCE MAJEURE

Neither party shall be liable for delay or failure to perform any obligation under this Agreement if such delay or failure is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, public health emergencies, strikes, government restrictions, or severe weather. The affected party shall give prompt written notice to the other and use commercially reasonable efforts to resume performance.

GOVERNING LAW

This Agreement 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 Agreement 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. Any modification or amendment must be in writing and signed by both parties.

NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail, return receipt requested, or sent by nationally recognized overnight courier, to the addresses set forth above or such other address as a party may designate in writing.

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