Client-Friendly Video Production Agreement Template

In this Agreement, the following capitalized terms have the meanings set out below, unless the context requires otherwise.

"Acceptance" means the Client's written confirmation, given in accordance with this Agreement, that a Deliverable conforms to the Specifications and the requirements of this Agreement, and "Accepted" shall be construed accordingly.

"Business Day" means any day other than a Saturday, a Sunday or a public holiday in [jurisdiction of the Client] on which commercial banks are generally open for business.

"Deliverables" means the Final Video, the Raw Footage, the Project Files and all other items, materials and outputs to be delivered by the Production Company to the Client under this Agreement, as described in the section of this Agreement entitled Deliverables and Technical Specifications.

"Final Video" means the completed, edited and finished video production(s) described in the Specifications, including all versions, cut-downs, language versions and formats required hereunder, in the form Accepted by the Client.

"Intellectual Property Rights" means all copyrights, neighboring and related rights, moral rights, trademarks, design rights, database rights, rights in know-how and confidential information, and all other intellectual or industrial property rights, whether registered or unregistered, together with all applications, renewals and extensions thereof, in any part of the world.

"Personnel" means all employees, directors, officers, freelancers, crew members, performers, contractors, subcontractors and agents engaged by or on behalf of the Production Company in connection with the Services.

"Project Files" means all editable and source files created or used in the production of the Final Video, including project timelines, graphics files, animation files, audio stems, scripts, storyboards, color grading data, subtitle files and similar materials.

"Raw Footage" means all unedited video, audio, photographic and other recorded material captured or generated in the course of the Services, including outtakes, alternate takes, behind-the-scenes material and b-roll.

"Services" means all services to be performed by the Production Company under this Agreement, including pre-production, production, post-production, delivery, and all ancillary services reasonably necessary for the proper performance thereof.

"Specifications" means the creative, technical and content requirements for the Deliverables set out in this Agreement and in any written brief, script, treatment or storyboard approved in writing by the Client.

"Third-Party Materials" means any music, stock footage, images, fonts, software, artwork, text or other materials owned by a person other than the Production Company or the Client and incorporated in or used in connection with any Deliverable.

"Work Product" means all materials, works and results created, developed or produced by or on behalf of the Production Company in the course of performing the Services, including the Final Video, Raw Footage, Project Files, scripts, designs, graphics and all other Deliverables, but excluding Third-Party Materials.

Headings are for convenience only and do not affect interpretation. References to sections are to sections of this Agreement. The words "including" and "includes" are deemed to be followed by "without limitation". References to writing include email, except where this Agreement expressly requires otherwise. The singular includes the plural and vice versa.

If there is any conflict between the Specifications and the body of this Agreement, the body of this Agreement prevails, unless the Specifications expressly provide otherwise and are signed by authorized representatives of both Parties.

The Client hereby engages the Production Company, and the Production Company hereby accepts the engagement, to perform the Services and to create and deliver the Deliverables in accordance with this Agreement, for the project described as [project title and description] (the "Project").

The scope of the Services comprises [detailed description of the Services, including concept development, scripting, filming, editing, motion graphics, sound design, color grading, and any other services]. Any services not expressly described in this Agreement but reasonably necessary to produce the Deliverables in accordance with the Specifications shall be deemed included in the Services and in the Fees without additional charge.

The Production Company shall perform the Services with due skill, care and diligence, in accordance with the highest standards of professional video production prevailing in the industry, in compliance with all applicable laws, and in conformity with the Specifications and all reasonable written instructions of the Client.

The Production Company is an independent contractor. Nothing in this Agreement creates any employment, partnership, joint venture, agency or fiduciary relationship between the Parties. The Production Company is solely responsible for the remuneration, benefits, taxes, social contributions and insurance of its Personnel, and the Client shall have no liability in respect thereof.

The Production Company shall assign the following key personnel to the Project: [names and roles, including producer, director and editor] (the "Key Personnel"). The Production Company shall not replace any Key Personnel without the Client's prior written consent, save in the event of illness, death, resignation or similar circumstances beyond its control, in which case it shall promptly propose a replacement of equivalent qualifications and experience for the Client's approval.

The Production Company may engage subcontractors only with the Client's prior written consent. The Production Company shall remain fully responsible for the acts, omissions and performance of its subcontractors and Personnel as if they were its own, and shall ensure that each is bound by written terms consistent with the intellectual property, confidentiality and other obligations of this Agreement.

Any change to the scope of the Services shall be effective only if agreed in a written change order signed by authorized representatives of both Parties, specifying the adjustment, if any, to the Fees and the schedule. The Production Company shall not be entitled to additional payment for work performed without such a signed change order.

The engagement is non-exclusive as regards the Client, which remains free to engage other providers for any services. The Production Company shall not, during the term of this Agreement, undertake any engagement that would conflict with its obligations hereunder or with the Client's legitimate interests.

The Production Company shall deliver the following Deliverables: [description and number of videos, running time of each, and any cut-downs, versions or language adaptations], together with the Raw Footage and the Project Files.

The Final Video shall conform to the following technical specifications: resolution [resolution]; frame rate [frame rate]; aspect ratio [aspect ratio]; video codec and container format [format]; audio format and loudness standard [audio specification]; color space [color space]; subtitles and captions [requirements]; and such other specifications as set out in the Client's brief.

The Production Company shall deliver the Final Video in the master format and in each additional distribution format specified by the Client, including formats suitable for [intended platforms and channels], at no additional charge.

The Raw Footage shall be delivered in its original, uncompressed native format as captured, complete, organized, labeled and accompanied by an index of contents, and the Project Files shall be delivered in a form that permits the Client or a third party to open, edit and re-render the Final Video without restriction.

Deliverables shall be delivered by [secure electronic transfer method] to [Client delivery address or account], and, where requested by the Client, on [storage medium]. Delivery is complete only when the Client has received all Deliverables in full and has been able to access them without defect.

The Production Company shall retain secure back-up copies of all Deliverables for a period of [number] months after Acceptance of the Final Video and shall, upon request, promptly provide further copies to the Client at no charge. After such period it shall not delete any Deliverable without first offering the Client a final copy.

Each Deliverable shall be free from technical defects, including dropped frames, audio distortion, synchronization errors, visual artifacts, malware and corrupted files, and shall be suitable for broadcast and online distribution in accordance with the Specifications.

The Final Video shall comply with the Client's brand guidelines, which the Client shall provide, and shall include such credits, logos, disclaimers and legal notices as the Client may reasonably direct. The Production Company shall not include any credit, logo or reference to itself without the Client's prior written approval.

The Production Company shall prepare and submit to the Client, within [number] Business Days after the Effective Date, a detailed pre-production plan including the script, treatment, storyboard, shooting schedule, locations, casting proposals, crew list and budget breakdown, for the Client's written approval before any production activities commence.

The Parties shall adhere to the following milestones (the "Milestones"): pre-production plan submitted by [date]; script and storyboard approved by [date]; principal photography completed by [date]; first cut delivered by [date]; final cut delivered by [date]; and delivery of all Deliverables by [date] (the "Final Delivery Date").

Time is of the essence with respect to each Milestone and the Final Delivery Date. The Production Company acknowledges that the Client has commercial commitments, including [launch, campaign or event], which depend upon timely delivery.

The Production Company shall attend such production meetings, whether in person or remotely, as the Client may reasonably request, and shall provide written progress reports at intervals of [frequency], identifying progress against the Milestones, any anticipated delay, and any issue requiring the Client's decision.

The Client shall be entitled to attend and observe any shoot and to access all production premises and materials within the Production Company's control, subject to reasonable health and safety requirements.

The Production Company shall immediately notify the Client in writing upon becoming aware of any circumstance likely to delay or jeopardize any Milestone, describing the cause, the expected duration and the mitigation measures proposed. Such notice shall not relieve the Production Company of its obligations or liabilities.

Any Milestone shall be extended only to the extent that a delay is caused directly by the Client's failure to provide a required approval, feedback or material within the time stated in this Agreement, and provided that the Production Company has given written notice of such failure within [number] Business Days of its occurrence and has used reasonable efforts to mitigate its effect.

The Production Company shall maintain a contingency plan, including for weather, equipment failure and the unavailability of Personnel or talent, sufficient to ensure that the Final Delivery Date is met.

Upon delivery of each Deliverable or draft stage, including the script, rough cut and final cut, the Client shall have [number] Business Days (the "Review Period") to review the same and to provide written comments or notify the Production Company of Acceptance or rejection.

The Client shall be entitled to [number] rounds of revisions of each of the rough cut and the final cut (the "Revision Rounds") at no additional charge. A Revision Round comprises one consolidated set of comments from the Client and the Production Company's implementation of them. Revisions required to correct non-conformity with the Specifications or defects in the Deliverables shall not count as Revision Rounds.

The Production Company shall implement the Client's comments in each Revision Round and redeliver the revised Deliverable within [number] Business Days after receipt of the comments. The Client may, at its discretion, request additional revision rounds, which shall be charged at the rate of [rate] per round, subject to the Client's prior written approval of such charge.

The Final Video shall be deemed Accepted only upon the Client's express written Acceptance. Use of a Deliverable by the Client, or the expiry of a Review Period, shall not constitute Acceptance, and no failure by the Client to respond shall be deemed approval.

If a Deliverable does not conform to the Specifications or this Agreement, the Client may reject it by written notice stating the reasons in reasonable detail. The Production Company shall, at its own cost, correct the non-conformity and redeliver the Deliverable within [number] Business Days, and the Review Period shall begin anew upon each redelivery.

If, after [number] rejections of the same Deliverable, the Deliverable still fails to conform, the Client may, without prejudice to its other rights and remedies, terminate this Agreement in accordance with the section governing termination or accept the Deliverable subject to an equitable reduction of the Fees.

Acceptance shall not waive any right or remedy of the Client in respect of latent defects, breach of warranty, or infringement, which the Client may assert at any time during the warranty period or as otherwise permitted by this Agreement.

If the Production Company fails to meet any Milestone or the Final Delivery Date for any reason other than a delay caused by the Client as described in this Agreement, the Production Company shall pay to the Client liquidated damages of [amount or percentage] of the total Fees for each [day/week] of delay, up to a maximum of [percentage] of the total Fees.

The Parties acknowledge that the Client's losses arising from delay would be difficult to quantify and that the liquidated damages are a genuine and reasonable pre-estimate of such losses and not a penalty. The Client may deduct accrued liquidated damages from any sum otherwise payable to the Production Company.

Payment of liquidated damages shall not relieve the Production Company of its obligation to complete the Services and deliver the Deliverables, nor shall it limit the Client's rights under this Agreement, except that the liquidated damages shall constitute the Client's sole monetary remedy for delay itself up to the maximum amount stated above, without prejudice to the Client's other rights set out in this section and to termination.

If delay in respect of the Final Delivery Date exceeds [number] days, or if any Milestone is missed by more than [number] days, the Client may, by written notice and without liability, terminate this Agreement in whole or in part, in addition to its right to liquidated damages accrued to the date of termination.

Upon termination for delay, the Production Company shall immediately deliver to the Client all Work Product, including Raw Footage and Project Files, in whatever state of completion, and shall refund all Fees paid for Services not performed or Deliverables not delivered. The Client may, at its option, engage a replacement provider to complete the Services, and the Production Company shall bear the reasonable additional costs thereby incurred by the Client in excess of the Fees that would have been payable hereunder.

The Production Company shall, at the Client's request, take all reasonable additional measures to recover lost time, including the deployment of additional Personnel and resources, at its own cost.

Neither Party shall be liable for delay caused by an event beyond its reasonable control that could not have been prevented by reasonable precautions, including natural disaster, war, epidemic or governmental order, provided that it promptly notifies the other Party, uses best efforts to mitigate and resumes performance without delay. Failures of the Production Company's Personnel, subcontractors, suppliers, talent or equipment shall not constitute such an event. If such an event continues for more than [number] days, the Client may terminate this Agreement by written notice.

In consideration of the full and proper performance of the Services, the Client shall pay the Production Company the total fixed fee of [amount and currency] (the "Fees"), payable in the following installments: [percentage or amount] upon signature of this Agreement; [percentage or amount] upon Acceptance of the rough cut; and [percentage or amount] upon Acceptance of the Final Video and delivery of all Deliverables.

The Fees are the entire consideration for the Services, the Deliverables and the rights granted to the Client under this Agreement, and include all costs of Personnel, equipment, travel, accommodation, insurance, post-production, storage, delivery and all licenses and clearances required for the Deliverables, except for the expenses expressly approved under this Agreement.

The Production Company shall invoice each installment only after the corresponding event has occurred. Each invoice shall be addressed to the Client, shall state the Client's purchase order or reference number [reference], and shall contain reasonable detail. The Client shall pay each undisputed invoice within [number] days after receipt of a correct invoice.

The Client shall reimburse only those out-of-pocket expenses that (a) are listed in the approved budget or (b) have been approved in advance in writing by the Client, up to a cap of [amount]. Reimbursement shall be made at actual cost without markup upon presentation of receipts.

The Client may withhold payment of any amount that it disputes in good faith, provided that it notifies the Production Company of the dispute and pays any undisputed portion. The Parties shall seek to resolve the dispute promptly. The Client may set off against any amount payable to the Production Company any amount owed by the Production Company to the Client under this Agreement.

All amounts stated in this Agreement are exclusive of value added, sales, goods and services and similar taxes, which, where properly chargeable, the Client shall pay in addition against a valid tax invoice. The Production Company shall be solely responsible for all taxes on its own income, and the Client may deduct any withholding tax required by applicable law, in which case the amount withheld shall be treated as paid to the Production Company.

If the Client fails to pay an undisputed amount when due, the Production Company may, after giving written notice and a further period of [number] Business Days to remedy, charge simple interest at the rate of [rate] per annum on the overdue amount until payment. The Production Company shall not suspend the Services or withhold any Deliverable on account of any non-payment that is disputed in good faith.

As between the Parties, the Client shall be the sole and exclusive owner of all right, title and interest in and to the Raw Footage, the Final Video, the Project Files and all other Work Product, throughout the world and in perpetuity, from the moment of creation, free of any claim, lien or encumbrance of the Production Company or any third party.

To the extent that any ownership right in any Work Product does not vest automatically in the Client, the Production Company hereby irrevocably assigns, and shall procure that all Personnel assign, to the Client all such right, title and interest, as and when created, without any further consideration beyond the Fees.

The Production Company shall not use, reproduce, publish, exhibit, license, sell or otherwise exploit any Work Product, including for its own portfolio, showreel, promotional or award purposes, without the Client's prior written consent, which the Client may grant, withhold or condition at its sole discretion.

Title to all physical media and storage devices containing Work Product shall pass to the Client upon delivery or upon payment for the relevant stage, whichever is earlier. The Production Company shall hold any Work Product in its possession as bailee for the Client and shall deliver it to the Client on demand.

The Production Company retains ownership of its pre-existing tools, templates, methodologies and know-how that were developed independently of the Project and are not specific to the Client ("Production Company Background Materials"). To the extent any Production Company Background Materials are incorporated in any Deliverable, the Production Company grants the Client a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable license to use, reproduce, modify, adapt, distribute and otherwise exploit them as part of or in connection with the Deliverables.

The Production Company shall promptly identify all Production Company Background Materials incorporated in the Deliverables in writing to the Client. Any Background Material not so identified shall be deemed Work Product owned by the Client.

The Client may use, edit, modify, adapt, translate, re-edit, combine with other works, sub-license, sell, distribute and otherwise exploit the Raw Footage and the Final Video in any medium or format now known or later developed, for any purpose, without further payment, credit or consent.

The Production Company hereby assigns to the Client, with full title guarantee, by way of present assignment of future rights, all Intellectual Property Rights in the Work Product, including the right to register, renew and enforce them and to sue for past, present and future infringement, throughout the world, for the full duration of such rights, including all renewals and extensions.

The assignment covers all forms of exploitation, including reproduction, distribution, public performance, communication to the public, making available, broadcasting, adaptation, translation, rental, lending, and exploitation in any media, platform or technology, whether now existing or developed in the future, in all languages and territories.

To the fullest extent permitted by applicable law, the Production Company, on behalf of itself, and shall procure that all Personnel, irrevocably and unconditionally waive, and agree not to assert against the Client or its successors, licensees or assigns, all moral rights, including the rights of attribution, integrity and to object to derogatory treatment, in respect of the Work Product.

Where a waiver of any right is not permitted by applicable law, the Production Company undertakes, and shall procure that the relevant Personnel undertake, not to exercise or enforce such right in a manner that would restrict or interfere with the Client's use and exploitation of the Work Product, and hereby grants to the Client an exclusive, perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable license of such rights to the fullest extent permitted.

The Production Company shall procure, before any Personnel commences work, written agreements with each of its employees, freelancers and contractors containing assignments and waivers sufficient to give effect to this section and shall provide copies to the Client upon request.

The Production Company shall, at the Client's request and expense limited to reasonable out-of-pocket costs, execute all documents and do all acts necessary to perfect, record, register or enforce the Client's rights. The Production Company irrevocably appoints the Client as its attorney-in-fact to execute such documents in its name if it fails to do so within [number] Business Days of request.

The Client's rights under this section shall survive the expiry or termination of this Agreement for any reason, including the Production Company's breach, and shall not be affected by any dispute between the Parties, including any dispute regarding the Fees.

The Production Company shall not incorporate any Third-Party Materials in any Deliverable without the Client's prior written approval and shall present to the Client, for approval in advance, a list of all proposed music tracks, stock footage, images and other Third-Party Materials, with their source, license terms and cost.

The Production Company shall obtain, in the Client's name or in such manner as the Client may direct, and at its own cost (save for fees approved by the Client in writing in the budget), all licenses necessary for the Client to use the Final Video, including all Third-Party Materials contained therein, in all media, in all territories, in perpetuity, and for all purposes of the Client's business, including advertising and promotion, unless the Client agrees in writing to a narrower license scope set out in [description of limited scope, if any].

Each license for Third-Party Materials shall be irrevocable, shall permit the Client to edit and adapt the materials as part of the Final Video, shall be transferable to the Client's affiliates, successors and assigns, shall permit sublicensing to the Client's agencies, distributors and broadcasters, and shall not be conditioned upon any additional royalty or payment by the Client unless approved in writing in advance.

Where music is used, the Production Company shall obtain all synchronization, master use, performance, mechanical and other rights, and shall provide to the Client cue sheets, license documentation and all information necessary for the Client to report to collecting societies. Where original music is commissioned, it shall constitute Work Product owned by the Client in accordance with this Agreement.

The Production Company shall deliver to the Client, with the Final Video, copies of all licenses and proof of payment for all Third-Party Materials, and shall maintain a register of all such materials for [number] years after Acceptance.

If any license for Third-Party Materials is limited in scope, territory or duration contrary to this section, or if any license is terminated, challenged or found ineffective, the Production Company shall, at its own cost and without delay, either obtain the necessary rights or replace the Third-Party Materials with materials of equivalent quality approved by the Client, and shall reimburse the Client's costs arising from the necessary re-editing and redistribution.

The Production Company shall not use any open-source, Creative Commons or similar licensed materials, or any generative or AI-created material, in any Deliverable without the Client's prior written approval and without ensuring that such use does not impose any obligation, attribution or restriction upon the Client.

The Production Company shall obtain, before any filming, written releases in a form approved by the Client from each person who appears in, or whose voice, name, likeness or performance is recorded in, any Deliverable ("Talent"), granting to the Client the unrestricted right to use such Talent's name, voice, image, likeness and performance in the Deliverables and in connection with the Client's business, in all media, worldwide, in perpetuity.

Each talent release shall be assigned to or expressly run in favor of the Client and its successors, licensees and assigns, shall include a waiver of moral rights and a waiver of any right to inspect or approve the Final Video, and shall provide for any residuals, usage fees, union payments or reuse fees, all of which shall be solely the responsibility of the Production Company and included in the Fees, unless otherwise approved in writing by the Client in advance and stated in [description].

The Production Company shall obtain, for minors, the signed consent of a parent or legal guardian and any additional approvals required by law, and shall comply with all laws applicable to the engagement of minors and vulnerable persons, including those concerning working hours, supervision and welfare.

The Production Company shall obtain all permits, licenses, consents and permissions necessary for filming at each location, including from owners, authorities and any other third parties, and shall provide written location releases that permit the Client to exploit the Final Video, including the depiction of the location, without restriction or additional payment.

The Production Company shall ensure that no trademarks, logos, artworks, architecture, products or other identifiable third-party content appear in the Deliverables unless the Production Company has obtained the necessary clearances in writing, or unless the Client has approved such appearance in advance after being informed of the lack of clearance.

The Production Company shall deliver to the Client, at or before delivery of the Final Video, complete copies of all releases, permits and clearances, organized and indexed. The Client shall not be required to accept the Final Video, and may withhold the final installment of the Fees, until such documents are delivered.

The Production Company shall be solely responsible for compliance with all health, safety, security, drone, environmental and other regulations applicable at any location and in the conduct of any shoot, and shall obtain any permission required for aerial or specialist filming.

The Production Company represents, warrants and undertakes to the Client, as of the Effective Date and on each date of delivery, that it is duly organized, validly existing and in good standing, has full power and authority to enter into and perform this Agreement, and that this Agreement constitutes its legal, valid and binding obligation.

The Production Company represents, warrants and undertakes that the Services shall be performed in a professional and workmanlike manner by suitably qualified and experienced Personnel, and that each Deliverable shall conform to the Specifications and this Agreement and shall be free from defects.

The Production Company represents, warrants and undertakes that the Work Product (excluding materials supplied by the Client) is and shall be original to the Production Company, and that neither the Work Product nor the Third-Party Materials nor the Client's use thereof in accordance with this Agreement shall infringe, misappropriate or violate any Intellectual Property Right, right of privacy or publicity, or any other right of any third party.

The Production Company represents, warrants and undertakes that it has and shall have all rights, licenses, releases, consents and clearances necessary to perform the Services and to grant to the Client all rights provided for herein, that no Work Product contains any defamatory, obscene, unlawful or misleading content, and that it has not granted and shall not grant to any person any right inconsistent with this Agreement.

The Production Company represents, warrants and undertakes that it shall comply with all laws applicable to the Services, including those relating to employment, health and safety, anti-bribery, sanctions, data protection, advertising standards and the environment, and that it has not and shall not offer or accept any improper payment or advantage in connection with this Agreement.

The Production Company warrants that, for a period of [number] months following Acceptance (the "Warranty Period"), it shall, at its own cost and promptly upon notice, correct any defect or non-conformity in any Deliverable. This remedy is without prejudice to any other right or remedy of the Client.

The Client represents and warrants that it is duly organized and has authority to enter into this Agreement, and that, to its knowledge, materials that it supplies to the Production Company for incorporation in the Deliverables do not infringe the rights of any third party, provided that the Production Company shall not use such materials otherwise than as permitted by this Agreement.

The Production Company shall indemnify, defend and hold harmless the Client, its affiliates and their respective directors, officers, employees, agents, successors, licensees and assigns (the "Client Indemnitees") from and against all claims, demands, actions, proceedings, losses, liabilities, damages, penalties, costs and expenses, including reasonable legal fees, arising out of or in connection with (a) any breach by the Production Company of this Agreement, including any warranty; (b) any actual or alleged infringement or violation of any third-party right by the Work Product or Third-Party Materials; (c) any negligent or wrongful act or omission of the Production Company or its Personnel; (d) any bodily injury, death or property damage occurring in the course of the Services; and (e) any claim by Personnel or Talent, including for payment, employment status, taxes or residuals.

The Client Indemnitees shall give the Production Company prompt notice of any claim for which indemnity is sought, provided that delay shall relieve the Production Company only to the extent it is materially prejudiced. The Production Company shall assume the defense with counsel reasonably acceptable to the Client, but the Client may participate with its own counsel at its own cost, and the Production Company shall not settle any claim in a manner that imposes any obligation or admission on the Client without its prior written consent.

If any Deliverable becomes, or in the Client's reasonable opinion is likely to become, the subject of an infringement claim, the Production Company shall, in addition to its other obligations and at its own cost, promptly procure for the Client the right to continue using it, or modify or replace it so that it becomes non-infringing without loss of functionality or quality, as approved by the Client.

The Client shall not be liable to the Production Company for any indirect, incidental, consequential, special or punitive damages, loss of profit or loss of business opportunity arising out of or in connection with this Agreement. The total aggregate liability of the Client under or in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the Fees actually payable and unpaid under this Agreement.

The liability of the Production Company shall not be limited by any provision of this Agreement, except to the extent expressly stated. In any event, no limitation or exclusion shall apply to the Production Company's liability under the indemnities in this section, for breach of confidentiality, for infringement of Intellectual Property Rights, for gross negligence, fraud or willful misconduct, or for any liability that cannot be limited by law.

The Production Company's liability for any other claims under this Agreement shall be limited to [amount or multiple of the Fees], and such limit shall not apply to the matters described in the preceding clause.

The indemnities and obligations in this section shall survive the expiry or termination of this Agreement.

The Production Company shall, at its own cost, obtain and maintain throughout the term of this Agreement and for [number] years thereafter, with reputable insurers, the following insurance: commercial general liability insurance with a limit of not less than [amount] per occurrence; professional indemnity or errors and omissions insurance with a limit of not less than [amount]; production equipment and media insurance for the full replacement value; employer's liability and workers' compensation insurance as required by law; and such other insurance as is customary or required for the Services, including [other insurance, e.g., cast, drone or vehicle insurance].

The Production Company shall cause the Client to be named as an additional insured or indemnified party under the liability policies, where permitted, and shall ensure that such policies are primary to any insurance maintained by the Client and include a waiver of subrogation against the Client.

The Production Company shall provide to the Client, before commencement of the Services and upon each renewal or upon request, certificates of insurance evidencing the required coverage, and shall give the Client not less than [number] days' written notice of any cancellation, non-renewal or material reduction of coverage.

The Production Company's insurance shall not limit its liability under this Agreement. Failure to maintain required insurance constitutes a material breach, and the Client may, in addition to its other remedies, procure such insurance and deduct the cost from amounts due to the Production Company.

The risk of loss of, or damage to, the Raw Footage, the Work Product, the Project Files and any media, equipment or materials used in the Services shall remain with the Production Company until the Client has received all Deliverables in full and in good condition in accordance with this Agreement. Any loss or damage prior to that time shall be remedied by the Production Company at its own cost, including by re-shooting or re-creating the affected material.

The Production Company shall bear the risk of loss of or damage to its own equipment, and of any property of its Personnel, Talent and subcontractors, and the Client shall have no liability therefor. Materials supplied by the Client shall remain the Client's property and shall be returned in good condition upon request.

"Confidential Information" means all non-public information, in any form, disclosed by or on behalf of the Client to the Production Company or obtained by it in connection with this Agreement, including the Client's business plans, products, campaigns, scripts, brand materials, pricing, customer information, the existence and terms of this Agreement, and all Raw Footage, Final Video and Work Product, whether or not marked confidential. It does not include information that is or becomes public other than by breach, was lawfully known to the recipient before disclosure without restriction, or is independently developed without use of Confidential Information.

The Production Company shall hold the Confidential Information in strict confidence, shall use it only for the performance of this Agreement, shall protect it with at least the same degree of care it applies to its own confidential information and no less than a reasonable standard of care, and shall disclose it only to Personnel who need to know it and who are bound by written obligations of confidentiality no less protective than this section.

The Production Company may disclose Confidential Information to the extent required by law or by a court or competent authority, provided that it gives the Client prompt prior written notice, where lawful, cooperates with any effort to obtain protective treatment, and discloses only the minimum required.

The Production Company shall implement appropriate technical and organizational security measures for all Work Product and Confidential Information in its possession, including controls to prevent unauthorized access, leaks or premature release of the Final Video, and shall notify the Client without undue delay, and in any event within [number] hours, of any actual or suspected breach.

The Production Company shall not make any public announcement, press release, social media post or other publication regarding this Agreement, the Project or the Client, nor use the Client's name, logo or trademarks or any Work Product in any publicity, portfolio, case study or client list, without the Client's prior written consent in each instance. The Client may make such announcements and publicity regarding the Project as it sees fit.

Upon the Client's request, or upon expiry or termination of this Agreement, the Production Company shall promptly return or, at the Client's election, securely destroy all Confidential Information, subject to its delivery obligations in respect of Work Product, and shall certify such return or destruction in writing. Where the Production Company handles personal data on the Client's behalf, it shall do so only on the Client's documented instructions and in accordance with applicable data protection law and any data processing terms the Parties agree in writing.

The obligations in this section shall continue during the term of this Agreement and for [number] years after its expiry or termination, and, in respect of trade secrets and Work Product, for so long as they remain confidential.

This Agreement shall commence on the Effective Date and, unless terminated earlier in accordance with its terms, shall continue until the Final Video and all other Deliverables have been delivered and Accepted, all payments due have been made, and all Warranty Period obligations have been satisfied or have expired (the "Term").

The Client may terminate this Agreement for convenience at any time, in whole or in part, by giving the Production Company not less than [number] days' written notice. In such event, the Client's sole liability shall be to pay for Services properly performed and Deliverables properly delivered up to the date of termination, and for pre-approved non-cancellable expenses reasonably incurred and documented, in proportion to the work completed, and not to exceed the Fees.

The Client may terminate this Agreement with immediate effect by written notice if the Production Company (a) commits a material breach that is incapable of remedy, or that is not remedied within [number] days after notice; (b) fails to meet the conditions of the section governing delay; (c) becomes insolvent, enters into any arrangement with creditors, has a receiver, administrator or liquidator appointed, or ceases to carry on business; (d) breaches the confidentiality, intellectual property or compliance provisions of this Agreement; or (e) engages in conduct that, in the Client's reasonable opinion, may damage the Client's reputation.

The Production Company may terminate this Agreement by written notice only if the Client fails to pay any undisputed amount within [number] days after receiving written notice of non-payment specifying that the Production Company intends to terminate, and provided that the Production Company has complied with its own obligations.

Upon expiry or termination for any reason, the Production Company shall promptly, and in any event within [number] Business Days, deliver to the Client all Work Product, including Raw Footage, Project Files and all completed and partially completed Deliverables, together with all licenses, releases and clearances, in the state they exist at the date of termination, and shall cease all use of Confidential Information. The Client's rights in all Work Product delivered or created up to the date of termination shall remain unaffected.

Where the Client terminates for the Production Company's breach, the Production Company shall refund any amounts paid for Services not performed or Deliverables not delivered or not conforming, and the Client shall be entitled to recover its losses in accordance with this Agreement.

Termination or expiry shall not affect any rights, remedies, obligations or liabilities accrued up to the date thereof. The following sections shall survive termination or expiry: those concerning ownership, assignment of rights, third-party licenses, warranties, indemnification, insurance, confidentiality and governing law, and any other provision which by its nature is intended to survive.

This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws rules.

The Parties shall first attempt to resolve any dispute, controversy or claim arising out of or in connection with this Agreement, including its formation, validity, breach or termination (a "Dispute"), through good faith negotiations between senior representatives of the Parties. Either Party may commence such negotiations by written notice, and if the Dispute is not resolved within [number] days of such notice, either Party may refer it for resolution in accordance with this section.

If the Dispute has not been resolved by negotiation, the Parties may agree in writing to submit it to mediation under the rules of [mediation institution], in which case the mediation shall take place in [city], and costs shall be shared equally.

Any Dispute not resolved under the preceding clauses shall be finally resolved by [courts of [jurisdiction/city] / arbitration under the rules of [arbitration institution] by [number] arbitrator(s), with the seat of arbitration in [city], conducted in the English language]. The Parties submit to the exclusive jurisdiction of the foregoing forum, [subject to the Client's rights under the following clause].

Notwithstanding the foregoing, the Client may at any time seek urgent injunctive relief, specific performance or other equitable or interim remedies from any court of competent jurisdiction to protect its Intellectual Property Rights, Confidential Information or Work Product, or to compel delivery of any Raw Footage, Final Video or Project Files, without first following the negotiation or mediation steps. The Production Company acknowledges that damages alone would not be an adequate remedy for breach of its obligations in respect of such matters.

The Production Company shall not suspend performance, withhold any Work Product or Deliverable, or exercise any lien over them during the pendency of any Dispute, and shall continue to perform its obligations that are not the subject of the Dispute.

The prevailing Party in any proceeding relating to a Dispute shall be entitled to recover its reasonable legal fees, costs and expenses from the other Party, as determined by the forum.

This Agreement, together with any written change orders and approved Specifications, constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior negotiations, proposals, representations, understandings and agreements, whether written or oral. The Production Company's standard terms and conditions shall not apply, even if referred to in any quotation, invoice or other document.

No amendment or variation of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver thereof.

The Production Company shall not assign, transfer, novate, subcontract or otherwise deal with any of its rights or obligations under this Agreement without the Client's prior written consent. The Client may assign or transfer this Agreement or any of its rights, in whole or in part, to any affiliate or to any successor to or acquirer of all or part of its business or the Project, upon written notice to the Production Company.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if not possible, severed, and the remaining provisions shall continue in full force and effect.

Any notice under this Agreement shall be in writing and delivered by hand, by recognized courier or by email to the address of the receiving Party set out in the signature section, or to such other address as a Party may notify. Notices shall be deemed received upon delivery if by hand or courier, and at the time of transmission if by email, provided that no notice of non-delivery is received, and if outside business hours, on the next Business Day.

The rights and remedies of the Client under this Agreement are cumulative and in addition to any rights and remedies provided by law. Nothing in this Agreement shall limit the Client's right to seek any other remedy available to it.

Each Party shall bear its own costs of negotiating and entering into this Agreement. The Parties shall, at the request of the other, execute such further documents and take such further actions as are reasonably necessary to give effect to this Agreement.

This Agreement may be executed in any number of counterparts, including by electronic signature or electronic exchange of signed copies, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Nothing in this Agreement confers any right on any person who is not a Party, except for the Client Indemnitees.