Foreign Production Service Agreement

FOREIGN PRODUCTION SERVICE AGREEMENT

THIS FOREIGN PRODUCTION SERVICE AGREEMENT (the “Agreement”) made on this ______day of ______, 20___ by and between ______(“Production Company”) and ______(“Service Company”, collectively with Production Company the “Parties”), agree as follows:

Service Company is hereby engaged to produce the filmed and/or digital project described below (the “Project”) on behalf of Production Company in accordance with the terms and conditions herein,in a manner satisfactory to Production Company.

In full consideration ofService Company’s satisfactory performance of all terms and conditions of this Agreement, as well as the rights granted herein, Service Companyshall be paid in accordance with Section 1.A. below. Payment of said sums shall be on a cost plus-fixed fee basis and conditioned upon delivery, approval and acceptance of the Project, and approval and acceptance of costs.

Payment shall be made to Service Company as follows:

50% (______) of Awarded Budget after receipt of executed Agreement and prior to the commencement of photography.

40% (______) of Awarded Budget upon completion of photography and approvalof dailies.

Final payment is subject to reconciliation based on actual costs incurred andshall be payable within 30 days of receipt and approval of substantiated costs. In the event the sum of the paymentsreceived by Service Companyexceeds the amount of reconciled actual costs, Service Company shall immediately reimburse Production Company such overpayment.

Without otherwise affecting the terms of this Agreement, if, during the course of production, Production Company (or Agency acting through Production Company’s authorized representative) should desire to make any changes or variations in the shooting scripts, storyboards, or specifications of the material in preparation, Service Company agrees to make such changes promptly on request. In the event such changes involve additional expense, Service Company agrees to so advise the authorized representative before such additional expense is incurred and to proceed only upon receipt of written authorization from the authorized representative.

As a condition of payment in Section 1 above, Service Companyshall provideProduction Companywith a wrap folder containing the following documentation:

legible copies of invoices and receipts substantiating costs;
actual cost to budget report (in budgeted line number order);
copies of insurance certificates issued by Service Companyor received from Service Company vendors;
callsheets & production reports for all prep, shoot and wrap days;
camera and sound reports;
pre-pro book;
original licenses and releases, including location,work for hire, image, etc.;
currency exchange receipts;
confidentiality agreements signed by all Service Companypersonnel and vendors involved in the Project;
copies of talent contracts, releases and other documents identified in Section 5 below;
and additional financial documentation as requested.

Service Company will within seven (7) days after the performance of talent, furnish Production Company with a list of all such performer(s) in each Project(s), the role each person played and the amount paid by Service Company to each person. In addition, Service Company will furnish Production Company with the following for each performer in each of the Project(s): original employment contracts and releases signed by Performer(s) and accompanied by two photographs of the talent in wardrobe; government withholding slips (where applicable); Minor Work Permits; and Production Time Reports.

In the event that the work and material which is the subject of this Agreement is copyrightable subject matter, Service Company and Production Company hereby agree that for the purpose of this Agreement all right, title and interest (the “Rights”) in and to the Project and all the rights therein and thereto, including without limitation any and all contributions made in connection with the Project in whatever stage of creation or completion (and the services of any individual who renders services for Service Company in connection with the Project) shall be a work made for hire and the property of Production Company. In the event that the work and material which is the subject of this Agreement is not copyrightable subject matter, or for any reason is determined not to be a work made for hire, then Service Company hereby grants all right title and interest to said work and material to Production Company, including without limitation so-called “moral rights of authors” and “droit moral” rights and any similar or analogous rights under the applicable laws of any country in the world, and the right to make such changes in the Project and uses thereof as Production Company may from time to time determine, in perpetuity, by any and all means and/or media known hereafter devised, and Service Company will promptly execute and deliver such documents as may be requested by Production Company in order to accomplish the transfer of all such right, title and interest.

In the event of cancellation or postponement byProduction Company or Agency,or for reasons beyond Service Company’s control (“Force Majeure”), ownership of all elements and materials shall immediately vest in Production Company, and Service Company shall promptly deliver such materials as directed by Production Company. In lieu of the Awarded Budget Amount, Service Company shall be reimbursed reasonable verifiable out of pocket expenses incurred in the normal efficient routine of producing the Projectplusa handling fee on such expenses at the same percentage as the handling fee stated in the Awarded Budget (the “Cancellation Fee”) and Production Company shall be under no obligation to make any further payments to Service Company with regard to said Project. In the event payments received by Service Companyexceedthe Cancellation Fee, Service Company shall immediately reimburse Production Company such overpayment.

Service Company shall procure and maintain in full force and effect standard usual and customary insurance policies naming Production Company and Production Company’s employing agency and ultimate client as additional insureds, including without limitation policies covering: (a) workers’ compensation (where required by law), (b)employer’s liability, (c) compulsory automobile liability and (d) general liability with a limit of liability of not less than US One Million Dollars (US $1,000,000).

Service Company will indemnify and hold Production Company harmless from any claim, loss, liability or damage (including attorneys’ fees and legal costs, whether or not litigation is actually commenced) arising out of or in connection with (i) a breach or alleged breach by Service Company of the agreements, representation and warranties contained herein, or (ii) any intentional or negligent acts or omissions by Service Company.

Nothing contained herein shall constitute a partnership between or by the Parties hereto or constitute authorization of either party to act as the agent of the other party. Neither Party shall become liable for any representation, act or omission of the other contrary to any provision hereof. Service Company acknowledges and agrees that it is an independent contractor of Production Company and that all persons engaged by Service Company in performing its obligations shall not be deemed employees of Production Company or the Agency. Service Company warrants it is free to enter into this Agreement and to perform all its obligations hereunder and that Project(s) referred to in this Agreement shall be produced in compliance with all national, state and local laws.

In the course of Service Company’s engagement by Production Company, Service Company may be assigned to duties giving Service Company knowledge or information that is of a secret, confidential, or proprietary nature which would harm Production Company if known by third parties (referred to as “Confidential Information”), including but not limited to client, agency, and Production Company contact lists and data bases, director contact information and availability, job solicitations, bids and schedules, agency relationships and services, vendors and suppliers, processes, technologies, methods, statistics, research pricing and bidding policies and procedures and/or Production Company’s finances, practices, operations and future plans. “Confidential Information” also includes all information and materials provided by the Agency and/or Client which Production Company and its employees or contractors are prohibited from disclosing including but not limited to budgets, storyboards, scripts, layouts and other written or oral instructions, concepts and plans or any information regarding Clients’ products or advertising or marketing plans or strategies. Service Company will not disclose or use for Service Company’s benefit the terms of this Agreement as well as any Confidential Information or make use of any Confidential Information outside Service Company’s
engagement by Production Company.

This agreement shall be governed by the laws of the United States and the State of [FAVORABLE JURISDICTION FOR PRODUCTION COMPANY], without regard to its conflicts of laws provisions. The parties hereto irrevocably consent to the authority and jurisdiction of the Federal and state courts located in [COUNTY] County, [STATE] for the resolution of all disputes arising from this Agreement.

When fully executed by the parties the foregoing shall constitute the entire understanding between us with respect to the subject matter of this Agreement and supersede all prior agreements. No waiver, modification, or addition to said provisions shall be valid unless in writing and signed by the parties hereto.

AGREED:

By: ______By: ______

Title:______Title: ______

Date:______Date: ______

______

Production CompanyService Company