Production Agreement

This Agreement is made as of this date, [DATE], between

Contracting Client ("Client"), and [PRODUCER] Production Company ("Producer").

Producer hereby agrees to produce and deliver to Client the production of the below referenced
media(s) (“Specified Media(s)”), subject to and in accordance with all terms, conditions, and
specifications set forth herein. Producer responsibilities for furnishing media are detailed in
attached Addendum A Production Specifications and Bid Estimate Form.

PROJECT
Producer and Client agree to the below project summary, project contract price and the more
detailed production outline of Addendum A Production Specifications and Bid Estimate Form.

Project Title Max Media Type Sound Design Sound Clearance

Length (35mm, digital, (Yes/No) (Yes/No)
(S or M) anim, etc)
[1. PROJECT [LENGTH] [MEDIA TYPE] [SOUND [SOUND
TITLE] DESIGN] CLEARANCE]
[2. PROJECT [LENGTH- [MEDIA TYPE- [SOUND [SOUND
TITLE] 2] 2] DESIGN-2] CLEARANCE-2]
[3. PROJECT [LENGTH- [MEDIA TYPE- [SOUND [SOUND
TITLE] 3] 3] DESIGN-3] CLEARANCE-3]

*Project does not include subcontracting a third party editor or post producer.

Project Scope and Description: [SCOPE AND DESCRIPTION]

Total Project Cost: $ [PROJECT COST].

Contingency Day Cost: $ [DAY COST].

Due upon signing of contract: % [DUE ON SIGNING] $ [CONTRACT AMOUNT].

Due upon approval of storyboard & scripts: % [DUE ON APPROVAL] $ [APPROVAL

AMOUNT].

Due upon final completion and delivery of all media: % [DUE ON COMPLETION] $
[DELIVERY AMOUNT]. Client shall have three opportunities to request edits or changes prior
to final completion and delivery of all media

Project Date Start: [DATE START]

Project Date End: [DATE END]

QUALITY
It is the essence of this Agreement that all completed media and services supplied by Producer
shall be of applicable production standards. Producer agrees that the media shall be of quality,
artistically produced with direction, photography, sound, art, animation, synchronization and
other physical and aesthetic content as agreed upon in the bid estimate.

1. FURNISHING MATERIALS, SERVICES, & RELEASES

A. Client: Client shall supply scripts, storyboards, product props, production notes, music,
celebrity talent, creative guidance/supervision, and related clearances, unless otherwise noted in
the Addendum A Production Specifications and Bid Estimate Form. Producer is not responsible
for Editorial/Post Production subcontract. Client will supply track or musical composition(s) and
rights clearances unless otherwise specified. B. Producer: Producer shall deliver the completed
project media(s) pursuant to this Agreement and the requirements of Addendum A. Producer
shall deliver to Client consents, waivers or releases from all talent and all persons or entities who
have rendered services to Producer in connection with the Specified Media(s) to the extent
permissible by applicable union or guild agreements. Producer shall supply everything else
required for the delivery of the Specified Media(s) unless exceptions are so noted in Addendum
A.

2. CHANGES IN SPECIFICATIONS

If at any time, Client desires to make any changes or variations from the script(s) or
storyboard(s) in the Specified Media(s) or from any material or work in progress, and such
changes result in additional costs to Producer, Producer agrees to notify the Client of the amount
before any such additional costs are incurred and Producer shall proceed only after receiving
approval (written or oral) from Authorized Representative, approval by Client shall be binding
and incorporated into the terms of this Agreement. Reimbursement for such additional costs shall
be payable in accordance with the terms of this Agreement for final payment.

CREATIVE CONTROL: Studio will work with the Client to get feedback and input, but Studio
retains creative control over the final Video. [initials_____]

REVISIONS: Client shall have up to one hour of complimentary editing changes. Thereafter
changes will be bill at $150/hour. Studio will present client with estimated times to complete
changes and not do any billable revision work without written approval from client.
[intials_____]

3. OWNERSHIP

Except as otherwise provided herein, Client owns all rights, title and interest in and to the
media(s) which are the subject of this Agreement, including all copyrights therein as well as in
and to all the exposed negatives, positives, out-takes and clips. Client grants Producer an
exclusive, worldwide, sublicenseable, transferable, royalty free license to all media clips
produced during the course of the contracted work. Full rights to the raw footage may be
purchased for an additional fee of $500 or 5% of the total fee (whichever is greater) [initials___]

4. SECURITY/CONFIDENTIALITY

Producer understands that some information for said media(s) may be of a confidential and/or
sensitive nature. Producer agrees, at Client’s written request, to require, within reason, those
engaged for the production to sign appropriate agreements not to discuss or disclose information
about the product or the Specified Media(s) except as such disclosure may be necessary for
Producer to produce media(s) in the usual and customary manner under this Agreement.

5. INDEPENDENT CONTRACTOR

It is understood that Producer’s status under this Agreement is that of an independent contractor
and that all persons engaged by Producer in performing its obligations shall not be deemed
employees of Client.

6. PRODUCER WARRANTIES

Producer represents and warrants:

A. That Producer has full right to enter into this Agreement and to perform its obligations
hereunder and will comply with all applicable Federal, State and Local Laws, ordinances and
regulations and with all applicable union agreements to which Producer is a signatory.

B. That Producer will use reasonable efforts to obtain all licenses, consents and rights necessary
and incident to the performance, reproduction and exhibition of the Specified Media(s) with
respect to materials, elements and services provided by Producer.

7. CLIENT WARRANTIES

Contracting Client represents and warrants:

A. Client shall pay Producer within 30 days of deliverables noted in Paragraph 1 of this
Agreement. All talent union contracting forms (e.g. “Exhibit A’s”) and the filing thereof with
various union offices, in connection with such talent, is the direct responsibility of the Client.

8. DELIVERY OF MATERIALS

Delivery of the Specified Media(s) shall mean delivery of the referenced media(s) in paragraph 1
by Producer to Client.

9. PAYMENT

Client understands that the specified terms of payment under this Agreement are based upon
timely cash payments within 30 days. If Client chooses to defer paying any amount beyond the
date on which it is due, Client may be charged at the Producer’s discretion, as additional
consideration, an amount equal to the current prime rate +5% (as charged by Producer’s bank
from time to time) on unpaid amounts until paid, compounded monthly. Ownership of the media
does not transfer until full payment is made to Producer.

10. INDEMNIFICATION

Producer agrees to indemnify, defend, and hold harmless Client and its officers, employees,
agents and licensees from and against any and all claims, actions, damages, liabilities and
expenses, arising out of the breach of any obligation, warranty or representation of Producer in
this Agreement.

Contracting Client agrees to indemnify, defend, and hold harmless Producer and its officers,
employees, agents and licensees from and against any and all claims, actions, damages, liabilities
and expenses, arising out of the breach of any obligation, warranty or representation of
Contracting Client in this Agreement.

11. TAX LIABILITY

Any sales tax, use tax, or other tax payable on production and delivery of Specified Media(s) to
Client(s) (other than sales tax arising from Producer’s purchases of materials or supplies in
connection with the production) shall be the responsibility of Client who shall pay, defend and
hold harmless Producer from payment of any such taxes.

12. ASSIGNMENT

This Agreement may not be assigned by either party without the written consent of the other.

13. INSURANCE COVERAGE

(3) Client shall obtain, pay for and maintain Professional Liability (Errors and Omissions
Liability) insurance covering all intellectual property right infringement(s) that arise from any
and all uses of the media. Producer will be notified in writing prior to signing this Agreement.
Client will obtain and maintain insurance coverage with respect to Agency/Client job(s) at no
cost to Producer and name Producer and Director as a “named insured” on said policies prior to
the commencement of preproduction. All Agency/Client supplied insurance will be deemed to be
the primary coverage and issued on a non-contributory basis. Agency/Client Umbrella Liability
limit will be $10,000,000. Client will be responsible for any additional insurance premiums
resulting from the need to purchase special coverage not provided by the coverage and pay any
and all deductibles associated with Client insurance program. Client will indemnify, defend and
hold harmless Producer and Director for any and all claims, demands, actions including defense
costs and attorneys fees for claims arising from the media(s) and the failure of the Agency/Client
insurance program to be as broad as the Producer’s coverage.

14. CONTINGENCY AND WEATHER DAYS

A. A contingency day is any day where a scheduled media/film shooting has been prevented
from occurring due to circumstances beyond the control of the production company.

B. These circumstances may include but should not be limited to: (1) Weather conditions (rain,
fog, sleet, hail, or any adverse condition that is not consistent with the prescribed shooting
conditions desired by the Client).

(2) Injury, illness, or absence of client-supplied elements (e.g. key talent, color correct products).

(3) “Force majeure” (meaning but not limited to, earthquake, riot, fire, flood, volcanic eruption,
acts of war, strikes, labor unrests, civil authority, terrorism, and acts of God).

(4) “Client Insured Re-Shoots” (any additional days for a job insured by the Client, who is
therefore authorizing the expenditure). The Client should be provided with a contingency day
cost which should be approved prior to proceeding with that shoot day.

C. The Production Company recognizes its obligation to minimize contingency day liabilities
and will apply accepted industry cancellation practices.

D. The Production Company will quote the maximum exposure figure (a “not to exceed” figure)
as a contingency day cost. This will be a cost per day figure. However, this figure does not
include the cost of premiums for crew or suppliers (i.e., should the contingency day fall on
weekends, holidays or premium days based on consecutive employment).

15. CANCELLATION AND POSTPONEMENT

A cancellation or postponement is defined as a rescheduling of the production to a later specific

date caused or directed by Client or a total cancellation of the project.

If the Production Company blocks out a specific period of time with the agreement that it
represents a firm commitment from the Client, then the Production Company makes no further
efforts to sell the time. If the job is canceled or postponed within the Guideline time frame, it is
unlikely that this time can be re- booked. It should be understood that this time represents the
Production Company’s only source of income.

Cancellation and Postponement: Film or Digital Video Production:

A. If notice of cancellation/postponement is given to the Producer ONE TO TEN WORKING

DAYS prior to the commencement of the shoot, the Client will be liable to the Production
Company for:

(1) All out-of-pocket costs; (2) Full director’s fee as bid; and (3) Full production fee on the job as
bid.

B. If notice of cancellation/postponement is given ELEVEN TO FIFTEEN WORKING DAYS

prior to the com- mencement of the shoot, the Client will be liable to the Production Company
for:
(1) All out-of-pocket costs; (2) Not less than 50% of director’s fee as bid; and (3) Not less than
50% of production fee on the job as bid.

C. If notice of cancellation/postponement is given MORE THAN FIFTEEN WORKING DAYS

prior to the commencement of the shoot, the Client will be liable to the Production Company for:

(1) All out-of-pocket costs; (2) Not less than 25% of the director’s fee as bid; and (3) Not less
than 25% of the production fee on the job as bid.

Cancellation and Postponement: CGI or Animation Production: A. If notice of

cancellation/postponement is given MORE THAN HALFWAY THROUGH the production
schedule of the job, that is between the award or start date and the final delivery date, the Client
will be liable to the Production Company for the full cost of the job as a bid.

B. If notice of cancellation/postponement is given IN THE SECOND QUARTER of the

production schedule of the job, that is between the award or start date and the final delivery date,
the Client will be liable to the Production Company for:

(1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the
project. This expense will include full payment through the original completion date if that labor
is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself
on another project.

(2) Full creative fees as bid.

(3) Full production fee on the job as bid.

C. If notice of cancellation/postponement is given IN THE FIRST QUARTER of the production

schedule of the job, that is between the award or start date and the final delivery date, the Client
will be liable to the Production Company for:

(1) All out of pocket costs, including the expense of all staff and free-lance labor attached to the
project. This expense will include full payment through the original completion date if that labor
is not re-booked by the company, or, in the case of the free-lance labor, not able to re-book itself
on another project.

(2) Not less than 50% of creative fees as bid.

(3) Not less than 50% of the production fee on the job as bid.

16. PUBLICITY GUIDELINES

Until notified in writing by Client, Production Company and Director each have a revocable
license to use finished media(s) for promotional purposes.

17. DISPUTE RESOLUTION

The prevailing party in any legal action shall be entitled to attorney’s fees and costs in
connection with the legal proceedings.

18. ENTIRE AGREEMENT AND MODIFICATION

This Agreement and any Addenda attached hereto shall constitute the entire agreement between
Producer and Client. Any amendment hereto must be in writing and signed by each party. 19.
CAPTIONS

The captions are inserted only as a matter of convenience and for reference and in no way define,
limit or describe the scope or intent of this Agreement or of any provision hereof.

20. NO WAIVER

Failure of any party to this Agreement to exercise any rights shall not constitute a waiver of
those rights.

21. ENFORCEABILITY

If one or more of the provisions of this Agreement shall be held unenforceable, it shall not affect
the enforceability of the other provisions.

22. EQUAL OPPORTUNITY

In connection with its performance hereunder, Producer agrees not to discriminate against any
employee or applicant because of race, religion, sexual orientation, color, sex, national origin,
age, disability, or any other factor protected by federal, state or local law.

23. APPLICABLE LAW

This Agreement shall be interpreted and governed by the local laws of the jurisdiction where the
Production Company office authorizing this Agreement is located as set forth on Page 1 of this
Agreement

Agreed and signed:

Client:

[CLIENT NAME] Name/Title

[CLIENT COMPANY] Client Company

_________________________________ Signature

[CLIENT DATE SIGNED] Date

Client Address: [CLIENT ADDRESS]

Production Company:

[PRODUCER NAME] Name/Title

[PRODUCER COMPANY] Producer Company

_________________________________ Signature

[PRODUCER DATE SIGNED] Date

Producer Address: [PRODUCER ADDRESS]