Video Scouting Agreement

VIDEO SCOUTING AGREEMENT

This Video Scouting Agreement ("Agreement") is entered into between Client Name: and Scout Name: as of Effective Date: .

WHEREAS

WHEREAS, Client requires location scouting services, video capture of potential locations, and assembled scouting materials for production development and is engaging Scout to provide such services under the terms and conditions set forth herein;

WHEREAS, Scout represents that Scout has the experience, personnel, equipment, and legal authority to perform the scouting services and will provide work in a professional manner consistent with industry standards;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

SCOPE OF WORK

Deliverables (select all deliverables to be provided): Raw scout footage Edited location clips Written location reports and still frames Other:

PAYMENT TERMS

Total Fee: $. Client shall pay Scout in accordance with the schedule below.

Late Payment: Any unpaid amounts shall accrue interest at or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Scout for reasonable collection costs, including attorneys' fees.

Expense Reimbursement: Client will reimburse pre‑approved out‑of‑pocket expenses incurred by Scout up to $ unless otherwise agreed in writing.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for cause may occur immediately upon written notice if the other party materially breaches any provision and fails to cure within 10 days after receipt of notice.

Upon termination, Client shall pay Scout for all services rendered and unreimbursed expenses incurred through the effective date of termination and any non‑cancellable commitments made in good faith.

CONFIDENTIALITY

Definition: "Confidential Information" means non‑public information disclosed by either party relating to business plans, locations, creative concepts, budgets, pricing, talent, or technical information, whether disclosed orally, in writing, or by inspection of tangible materials.

Obligations: Each party shall (a) maintain Confidential Information in strict confidence, (b) not disclose it to third parties except to those employees, contractors, or agents with a need to know under confidentiality obligations at least as protective as those herein, and (c) use Confidential Information solely to perform obligations under this Agreement. The obligations shall survive termination for years.

Exceptions: Confidential Information does not include information that is (i) publicly known through no breach; (ii) rightfully received from a third party without restriction; (iii) independently developed without use of Confidential Information; or (iv) required to be disclosed by law, provided the receiving party gives prompt written notice and cooperates to limit disclosure.

INTELLECTUAL PROPERTY AND USAGE RIGHTS

Ownership: Unless otherwise agreed in writing, Scout hereby assigns to Client all right, title, and interest in and to the scouting deliverables produced under this Agreement, including raw footage, edited clips and reports, as a work made for hire. If a jurisdiction does not recognize such assignment as work made for hire, Scout assigns all rights to Client effective upon creation and full payment.

License Back: Scout may retain a non‑exclusive, non‑commercial license to use short excerpts of the deliverables in Scout's promotional reels, subject to prior written approval by Client and provided such use does not disclose Client Confidential Information.

REPRESENTATIONS, WARRANTIES AND INDEMNITY

Each party represents that it has full power and authority to enter into this Agreement. Scout represents that deliverables will be original, will not infringe third‑party rights, and will comply with applicable laws. Scout shall indemnify and hold harmless Client from third‑party claims arising out of Scout's negligence or breach of representation. Client shall indemnify Scout for claims arising from Client-supplied materials or instructions.

LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnification obligations, in no event shall either party be liable for incidental, consequential, special, or punitive damages. The aggregate liability for direct damages shall not exceed the total fees paid to Scout under this Agreement.

GOVERNING LAW

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.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any attachments and written change orders signed by both parties, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, negotiations, or agreements, whether written or oral. Any amendment or waiver must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Neither party may assign this Agreement without the other party's prior written consent, except to a successor in interest of substantially all assets or stock.

Notices shall be in writing and delivered to the addresses below or to the email addresses supplied by the parties in a contemporaneous written communication.

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