Videography Services Agreement

VIDEOGRAPHY SERVICES AGREEMENT

This Videography Services Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal place of business at , and Videographer Name: with principal place of business at .

RECITALS

WHEREAS, Client desires to obtain professional videography services for the project described herein and identified in Schedule A; and

WHEREAS, Videographer is engaged in the business of providing professional videography, editing, and post-production services and warrants the skill, expertise and equipment necessary to perform such services; and

WHEREAS, the parties wish to set forth the terms and conditions under which Videographer will perform and deliver the work and Client will pay for the same.

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

1. SERVICES

Videographer shall provide professional videography, editing and post-production services (the "Services") as specifically described in Schedule A attached to this Agreement. Services shall include, without limitation, pre-production planning, on-site capture, lighting and sound setup, raw footage management, editing, color correction, and delivery of final deliverables in the format(s) set forth in Schedule A.

2. DELIVERABLES; DELIVERY SCHEDULE

Videographer shall deliver the final edited video files and any ancillary deliverables (collectively, "Deliverables") described in Schedule A. Delivery format(s) and delivery method shall be as specified in Schedule A. Unless otherwise agreed in writing, delivery of final Deliverables shall occur by Delivery Due Date:

3. TERM

The term of this Agreement shall commence on the Effective Date and shall continue until completion of Services and delivery of Deliverables, unless earlier terminated in accordance with Section 13. Anticipated Completion Date:

4. COMPENSATION; PAYMENT

Client shall pay Videographer the total fee of $ (the "Fee") in accordance with the following schedule: Deposit of $ due upon execution of this Agreement; balance due of $ due upon delivery of final Deliverables.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also be responsible for any collection costs and attorneys' fees incurred by Videographer in enforcing payment obligations.

5. EXPENSES; TRAVEL

Client shall reimburse Videographer for reasonable, pre-approved out-of-pocket expenses directly incurred in connection with the Services, including travel, lodging and equipment rental. Estimated reimbursable expenses: .

6. CHANGE ORDERS

Any material changes to the scope, schedule or budget shall be made only by a written change order signed by authorized representatives of both parties. Change orders shall describe the change, any adjustment to compensation, and any change to delivery schedule.

7. CLIENT RESPONSIBILITIES

Client shall provide timely access to locations, talent releases, necessary permits, and any materials or information reasonably required by Videographer to perform the Services. Client acknowledges and warrants that it has obtained all consents and releases necessary for the recording and use of its personnel, property, trademarks and any third-party content.

8. INTELLECTUAL PROPERTY; LICENSES

Subject to full payment of all Fees, Videographer grants Client a non-exclusive, worldwide, perpetual license to use, reproduce, distribute, publicly display and perform, and prepare derivative works of the final Deliverables for the permitted uses set forth in this Agreement. Videographer retains copyright and ownership in all raw footage, outtakes, project files and underlying materials created in connection with the Services, except to the extent expressly assigned in writing. Permitted uses:

Any use outside the scope of the license granted above, including resale of raw footage or sale to third parties, requires Videographer's prior written consent and may be subject to additional fees.

9. CONFIDENTIALITY

Each party agrees to keep confidential and not disclose to any third party any non-public information that the other party designates as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential information does not include information that is or becomes publicly available other than through breach of this Agreement.

10. WARRANTIES

Videographer represents and warrants that (a) Videographer has the right and authority to enter into this Agreement and to grant the rights granted herein; (b) the Services will be performed in a professional manner in accordance with industry standards; and (c) to Videographer's knowledge, the Deliverables will not infringe any third-party intellectual property rights based on materials provided by Videographer. Client represents and warrants that it has all rights and permissions necessary for any materials, talent, trademarks or third-party content provided to Videographer.

11. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees and agents from and against any third-party claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of (a) a breach of the indemnifying party's representations or warranties under this Agreement; or (b) the gross negligence or willful misconduct of the indemnifying party in performing its obligations hereunder. The indemnified party shall provide prompt written notice of any claim and cooperate, at the indemnifying party's expense, in the defense and settlement of any claim.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT. EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO VIDEOGRAPHER UNDER THIS AGREEMENT.

13. TERMINATION

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after receipt of written notice. In addition, Client may terminate for convenience upon written notice to Videographer; in such event, Client shall pay Videographer for all Services performed and expenses incurred through the effective date of termination, plus any reasonable wind-down costs.

14. INSURANCE

Videographer shall maintain general liability insurance in commercially reasonable amounts and, where applicable, workers' compensation and automobile insurance. Upon Client's request, Videographer shall provide certificates of insurance evidencing coverage.

15. INDEPENDENT CONTRACTOR

Videographer is an independent contractor and not an employee, partner, or joint venturer of Client. Videographer shall be responsible for all taxes and other withholdings with respect to its personnel.

16. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as either party may designate by written notice).

17. 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 negotiate in good faith to resolve any dispute arising out of this Agreement prior to initiating litigation.

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, including any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. AMENDMENT; WAIVER; COUNTERPARTS

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

20. MISCELLANEOUS PROVISIONS

The headings in this Agreement are for convenience only and shall not affect its interpretation. Each party acknowledges that it has read and understands this Agreement and has had the opportunity to consult counsel prior to execution.

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