PRODUCTION CONTRACT

THIS CONTRACT (the "Contract") is made and entered into as of the ________ day of ________________, ________

BETWEEN:

_________________________ of _________________________
(the "Producer")

- AND -

_________________________ of _________________________
(the "Client")

BACKGROUND:

1. The Producer is a professional producer specializing in film production.
   
2. The Client is seeking to engage the Producer to deliver a film production or productions that meet or exceed industry standards for quality.
   
3. The Producer agrees to provide these services to the Client in accordance with the terms and conditions set forth in this Contract.
   

IN CONSIDERATION OF the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Producer and the Client (individually the "Party" and collectively the "Parties" to this Contract) agree as follows:

1. The Project
   
1. The Client engages the services of the Producer in order to execute the following project or projects (the "Project"): __________________________________________________________
   __________________________________________________________
   
2. Services
   
2. The Producer agrees to provide the following film production services (the "Services") to the Client in furtherance of the Project:
   
   1. __________________________________________________________
      __________________________________________________________.
      
3. The completed Project will be subject to the Client's approval as commercially and technically satisfactory for its intended purpose according to reasonable and accepted industry standards. The Producer agrees to perform further work on the Project where necessary until the Project meets an acceptable standard of quality, at the sole discretion of the Client. In the event that any Project delivered by the Producer is deemed unsatisfactory by the Client, the Client will give notice of rejection to the Producer within ______ days of the receipt of the Project and the Producer will have ______ days to deliver the updated Project.
   
4. Term
   
4. The Term of this Contract will commence on October 16, 2025 and conclude on October 16, 2025 (the "Term").
   
5. The Project will be completed and delivered to the Client on or before the end of the Term, unless otherwise mutually agreed upon in writing by both Parties to extend the Contract.
   
6. Production Sessions
   
6. All production sessions will take place at _________________________ (the "Primary Venue"). The Producer will prepare the Primary Venue for each scheduled production session by providing all necessary equipment and personnel for setup and operation.
   
7. Compensation
   
7. In consideration for the Services rendered, the Client will pay the Producer as follows (the "Compensation"):  
   _______________________________________________________________
   _______________________________________________________________
   
8. The Producer will invoice the Client as follows:
   
9. Payment for invoices under this section submitted by the Producer to the Client are due within 30 days of receipt.
   
10. Expenses
    
10. The Producer will not be reimbursed for any expenses incurred in connection with providing the Services under this Contract, and any expenses incurred by the Producer is contemplated and provided for in the Compensation paid to the Producer.
    
11. Rights and Ownership
    
11. Upon full payment as set out in this Contract, the Producer acknowledges that the Project produced under this Contract is a work-made-for-hire, and the Producer grants the Client exclusive, worldwide, royalty-free ownership and all associated rights to the Project, including the right to use, reproduce, distribute, perform, license, and display the Project, as well as to create derivative works. The Producer retains the right to use the Project for portfolio use and promotional purposes, as well as to receive appropriate credit and attribution as specified in this Contract.
    
12. Credit and Attribution
    
12. The Client agrees to provide the Producer with appropriate credit and attribution by crediting the Producer as "producer" in all relevant materials associated with the Project, including but not limited to, promotional materials, packaging, end credits, marketing campaigns, press releases, and any form of distribution or broadcast. This credit will appear in a manner consistent with industry standards for the specific type of production, whether in print, on digital platforms, during live events, or across other media formats.
    
13. Copyright
    
13. The Client and parties authorized by the Client will own the copyright in the Project. The Client is authorized to renew such copyright as provided under the United States Copyright Act.
    
14. Confidentiality
    
14. Confidential information (the "Confidential Information") refers to any data or information relating to a Party, whether business or personal, which would reasonably be considered to be private or proprietary to the Party and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Party.
    
15. Both Parties agree to maintain the confidentiality of all Confidential Information disclosed under this Contract and will not disclose such information to any third party without the prior written consent of the other Party. These obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Contract.
    
16. All written and oral information and material disclosed or provided by one Party to the other Party under this Contract is Confidential Information regardless of whether it was provided before or after the date of this Contract or how it was provided to the Party.
    
17. Warranties
    
17. Each Party represents and warrants that:
    
    1. it has the full right and authority to enter into this Contract; and
       
    2. it is not a party to, and will not enter into, any other agreement of any kind that would conflict with the Party's obligations, duties or rights under this Contract.
       
18. The Producer represents and warrants that:
    
    1. the Services will be performed in a professional and workmanlike manner;
       
    2. all materials, content, or intellectual property used in the Project do not and will not violate any applicable laws or infringe upon the intellectual property rights of any third parties;
       
    3. the Producer will obtain and maintain all necessary licenses, permissions, and approvals required to perform the Services under this Contract; and
       
    4. all original content produced for the Project is original and does not infringe upon the rights of any third parties.
       
19. The Client represents and warrants that:
    
    1. the Client is and will remain the sole and exclusive owner of all intellectual property rights, copyrights, trademarks, and any other proprietary rights in and to any materials, content, or intellectual property provided to the Producer for use in the Project ("Client Materials"), including all registrations and applications for registration thereof;
       
    2. the Client possesses all necessary rights, licenses and permissions to provide the Client Materials to the Producer for use in the Project;
       
    3. the Client has full authority to grant the Producer the rights and licenses described herein and to fulfill all obligations under this Contract without violating any other agreement or legal obligation;
       
    4. the Client Materials provided to the Producer do not and will not violate any applicable laws or infringe upon the intellectual property rights, proprietary rights, or any other rights of any third parties; and
       
    5. the use of the Client Materials and the execution of the Project as contemplated under this Contract do not and will not infringe upon or violate any intellectual property rights, proprietary rights, or any other rights of any third parties.
       
20. Indemnification
    
20. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Contract. This indemnification will survive the termination of this Contract.
    
21. Non-Performance by the Producer
    
21. Upon providing written notice to the Producer, the Client may terminate this Contract for non-performance if the Producer fails to complete the Project within _____ days after the expiration of the Term. Alternatively, the Client may, at its sole discretion, extend the Term by written notice, specifying a new delivery date. If the Producer fails to deliver by the extended date, the Client may terminate this Contract for non-performance.
    
22. Governing Law
    
22. The Producer and the Client agree to submit to the jurisdiction of the courts of the State of Ohio for the enforcement of this Contract or any award or decision arising from this Contract. This Contract will be enforced or construed according to the laws of the State of Ohio.
    
23. Mediation and Arbitration
    
23. In the event a dispute arises out of or in connection with this Contract, the Parties agree to first attempt to resolve the dispute through good faith negotiations.
    
24. If the dispute is not resolved within 30 days then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unsuccessful in resolving the entire dispute or is unavailable, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the State of Ohio. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the State of Ohio.
    
25. Advertising
    
25. Neither Party will use the other Party's name, logo, trademarks, or any proprietary materials in any advertising, promotional, or marketing materials without the prior written consent of the other Party, or as otherwise permitted under this Contract.
    
26. Independent Contractor
    
26. This Contract does not and will not be construed to create a partnership, joint venture, agency, or employer-employee relationship between the Parties. It is expressly understood and agreed that the Producer is engaged as an independent contractor.
    
27. Notices
    
27. All notices, requests, demands or other communications required or permitted by the terms of this Contract will be given in writing and delivered to the Parties at the following addresses:
    
    1. _________________________
       _________________________
       _______________________
       
    2. _________________________
       _________________________
       _______________________
       

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, (c) the following day after being deposited with an overnight courier, (d) the same day when sent by email between the hours of 9:00 a.m. - 5:00 p.m. in the recipient's time zone, or (e) the next day when sent by email after the hours of 9:00 a.m. - 5:00 p.m. in the recipient's time zone.

28. Assignment
    
28. Neither Party may voluntarily, nor by operation of law, assign or otherwise transfer its rights or obligations under this Contract without the prior written consent of the other Party. Any attempted assignment in violation of this provision will be null and void.
    
29. Binding Effect
    
29. The obligations, rights and benefits of this Contract will be binding upon and inure to the benefit of the Parties and their respective successors, permitted assigns, executors, administrators, beneficiaries and legal representatives.
    
30. Covenant of Good Faith and Fair Dealing
    
30. The Parties agree to perform their obligations under this Contract, in all respects, in good faith.
    
31. General Provisions
    
31. Time is of the essence in this Contract. No extension or variation of this Contract will operate as a waiver of this provision.
    
32. This Contract may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.
    
33. The Parties acknowledge that this Contract is reasonable, valid and enforceable. However, if a court of competent jurisdiction finds any of the provisions of this Contract to be invalid or enforceable, it is the Parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable.
    
34. Headings are inserted for convenience only and are not to be considered when interpreting this Contract. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
    
35. In the event that a Party is required to obtain legal counsel to enforce the terms of this Contract, the prevailing Party in such action will be entitled to recover reasonable attorney's fees and costs incurred in such action.
    
36. This Contract may be modified or changed only by an instrument in writing executed by both the Producer and the Client. The failure of either Party to enforce any right or provision will not constitute a waiver of such right or provision.
    
37. This Contract constitutes the entire agreement between the Parties, and all negotiations and understandings have been included in this Contract. Statements or representations which may have been made by one Party to another Party in the negotiation stages of this Contract may in some way be inconsistent with this final written Contract, therefore, all such statements are hereby declared to be of no value. Only the written terms of this Contract will bind the Parties.
    
38. In the event that either Party is unable to fulfill, or is delayed or prevented from the fulfillment of, any obligation in this Contract due to causes beyond their reasonable control, including but not limited to strikes, lockouts, acts of God, acts of nature, natural disasters, pandemics, riots, insurrections or other similar events, and provided that such Party alerts the other Party of the issue as soon as practicable and uses all reasonable diligence to overcome it, then the Party will not be liable for losses suffered by the other Party. If the delay or prevention continues for a period of 30 days, either Party may terminate this Contract without penalty upon written notice to the other Party.
    

IN WITNESS WHEREOF the Parties have duly affixed their signatures on this ________ day of ________________, ________.