Video Production Contract Template

DELIVERABLES 1.1 Final Deliverables. Provider will deliver to Client the following final edited Works ("Deliverables"): (a) Quantity: 1 final edited images/videos. This count refers to edited, export-ready files only. RAW, unedited, or rejected files do not count toward this number and are not included in the Deliverables unless expressly stated in Section [raw-footage-ownership-access]. (b) Image Specifications (if applicable): Resolution: Image resolution Format: File format (e.g., high-resolution JPEG, TIFF, or PNG; RAW files excluded unless separately agreed) Color Profile: Color profile (c) Video Specifications (if applicable): Video specifications (if applicable) 1.2 Delivery Method. Deliverables will be made available to Client via Delivery method (e.g., online gallery link, USB drive shipped to Client's address, cloud download link). 1.3 Delivery Timeline. Provider will deliver the Deliverables within 14 calendar days after the shoot date (or, for multi-day projects, within 14 calendar days after the final shoot date). Time is not of the essence unless Client provides written notice that a specific deadline is material, in which case the parties must agree to that deadline in writing before the shoot. 1.4 Client Download Obligation. Client is responsible for downloading and backing up all Deliverables within 30 days of receiving the delivery notification. After this period, Provider has no obligation to retain or re-deliver the files. Provider is not liable for files that Client fails to download within this window.

COPYRIGHT RETENTION 2.1 Ownership of Copyright. All photographs, video footage, and related works created by Your name / business name ("Provider") under this Agreement (collectively, "Works") are original works of authorship in which copyright vests in Provider upon creation, in accordance with 17 U.S.C. § 201(a). Provider retains all right, title, and interest in and to the Works, including all copyrights and all rights under copyright. 2.2 No Work-Made-for-Hire. The Parties expressly agree that the Works do not constitute "works made for hire" as defined in 17 U.S.C. § 101. Photography and videography services of the type contemplated by this Agreement do not fall within any of the nine enumerated categories in 17 U.S.C. § 101(2), and this Agreement does not constitute a written agreement to the contrary. 2.3 No Transfer of Copyright. No transfer or assignment of copyright in the Works occurs under this Agreement. Any transfer of copyright must be effected by a separate written instrument signed by Provider that expressly conveys copyright ownership, as required by 17 U.S.C. § 204. 2.4 License Grant Only. Client receives only the usage license expressly set forth in Section [usage-license-grant]. All rights not expressly granted to Client are reserved by Provider.

USAGE RIGHTS SCOPE 3.1 Grant. Subject to full payment of all fees due under this Agreement and Client's compliance with all terms herein, Provider grants to Client the license described in this Section. 3.2 Exclusivity. The license is: non-exclusive (select: "non-exclusive" or "exclusive within the following category: Exclusivity category (if exclusive)"). 3.3 Scope of Permitted Use. Client may use the Works solely for the following purposes: Permitted use scope. Use outside this scope requires a separate written amendment signed by both parties. 3.4 Territory. The license is limited to the following geographic territory: Geographic territory (e.g., "United States," "Worldwide," "European Union"). 3.5 Duration. The license commences upon delivery of the final Works and continues for: perpetual (e.g., "one (1) year," "three (3) years," "perpetually"). If no term is specified, the license is non-perpetual and expires twelve (12) months after delivery. 3.6 Non-Transferability. The license is personal to Client. Client may not assign, sublicense, or transfer any rights granted herein to any third party without Provider's prior written consent, except that Client may permit Client's employees and contractors to use the Works solely on Client's behalf within the scope of this license. 3.7 Print and Reproduction License. Client's right to reproduce the Works in print media (brochures, billboards, print advertising, merchandise) is limited to: Print/reproduction rights scope (e.g., "up to Maximum print run (if applicable) copies," "internal use only," "unlimited print reproduction within the licensed territory"). Print rights beyond this scope require a separate written agreement.

RAW FILES AND UNEDITED FOOTAGE 4.1 Ownership. All RAW image files, unedited video footage, outtakes, B-roll, test shots, and other unedited Works (collectively, "RAW Files") are and remain the sole property of Provider. RAW Files constitute Provider's work product and creative process materials. 4.2 No Delivery of RAW Files. Unless expressly specified in Section [deliverables-specification-photography], RAW Files are not included in the Deliverables and will not be delivered to Client. 4.3 No Right of Access. Client has no right to access, copy, review, or obtain the RAW Files. Provider's delivery of edited Deliverables satisfies Provider's obligations under this Agreement. 4.4 Retention Period and Deletion. Provider will retain RAW Files for 90 days after delivery of the final Deliverables ("RAW Retention Period"), after which Provider may permanently delete all RAW Files with no obligation to Client. The standard RAW Retention Period is thirty (30) days for commercial shoots and ninety (90) days for events and weddings, unless a longer period is specified above. 4.5 Optional RAW File Purchase. Client may purchase the RAW Files by submitting written notice and payment of RAW file purchase fee (if offered) within the RAW Retention Period. Purchase of RAW Files: (a) transfers physical possession of the files only; (b) does NOT transfer copyright ownership, which remains with Provider; and (c) grants Client a license to use the RAW Files solely for the purposes permitted under Section 2 (Usage Rights Scope). Provider has no obligation to retain RAW Files beyond the RAW Retention Period, even if Client's request is pending.

INTELLECTUAL PROPERTY OWNERSHIP (a) Background IP. Each party retains all right, title, and interest in its Background IP. "Background IP" means all intellectual property owned or licensed by a party prior to the Effective Date or developed independently of this Agreement. Each party grants the other a limited, non-exclusive, royalty-free license to use its Background IP solely to the extent necessary to perform or receive the Services during the term of this Agreement. (b) Deliverables — Work-for-Hire Designation. To the extent that any Deliverable constitutes a "work made for hire" as defined in 17 U.S.C. § 101 (including as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas), such Deliverable is a work made for hire for Client name / business name, and Client name / business name will be the author and owner of the copyright therein from the moment of creation. (c) Assignment. To the extent that any Deliverable does not qualify as a work made for hire, Your name / business name hereby irrevocably assigns to Client name / business name, effective upon receipt of full payment for such Deliverable, all right, title, and interest in and to such Deliverable, including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights worldwide, in perpetuity. (d) License for Partially-Paid Deliverables. If this Agreement terminates before Client name / business name has paid in full for a Deliverable, Your name / business name grants Client name / business name a non-exclusive, non-transferable, revocable license to use that Deliverable solely for Client name / business name's internal purposes until the outstanding balance is paid, at which point the assignment in Section (c) becomes effective. (e) Agency Portfolio License. Client name / business name grants Your name / business name a non-exclusive, royalty-free, perpetual license to display the Deliverables (excluding any Confidential Information) in Your name / business name's portfolio, case studies, and marketing materials, unless Client name / business name notifies Your name / business name in writing that a specific Deliverable is subject to confidentiality restrictions. (f) Third-Party Content. Your name / business name will obtain all necessary licenses for third-party content (stock images, fonts, music, software) incorporated into Deliverables, and will disclose to Client name / business name any third-party license restrictions that limit Client name / business name's use of the Deliverables. (g) Moral Rights. To the extent permitted by applicable law, Your name / business name waives all moral rights in the Deliverables in favor of Client name / business name. (h) Agency Tools & Methodologies. Notwithstanding the foregoing, Your name / business name retains all right, title, and interest in its proprietary tools, templates, methodologies, know-how, and general processes used to create the Deliverables. Client name / business name's rights are limited to the Deliverables themselves.

MODEL AND TALENT RELEASE REQUIREMENT 1. Commercial Use Releases. Who is responsible for obtaining releases is responsible for obtaining written model and talent releases from all identifiable persons appearing in the Deliverables before any commercial use. A person is "identifiable" if their face, distinguishing physical features, tattoos, or unique attributes are recognizable—back-of-head or fully obscured subjects do not require a release. 2. Required Rights. Releases must grant Party receiving rights under the minor release the perpetual, irrevocable, worldwide, royalty-free right to use the subject's name, image, likeness, portrait, and voice in all forms and media (now existing or later created), and must include a waiver of claims for invasion of privacy, right of publicity, defamation, and libel. 3. Minor Releases. For any subject under eighteen (18) years of age, a parent or legal guardian must execute the release on the minor's behalf. Who is responsible for obtaining releases must verify the signatory's parental or guardianship status. See Section [minor-releases] for state-specific requirements (Coogan Act for CA, NY Civil Rights Law §§ 50–51, etc.). 4. Group and Event Releases. For events with large crowds (e.g., weddings, concerts, public events), attendees who are in the background as part of a general scene—and who are not the primary focus of the image or video—may be covered by implied consent or posted-notice consent where permitted by applicable state law. Who is responsible for obtaining releases is responsible for confirming whether implied consent is legally sufficient in the state(s) of use. For any person featured prominently or individually in a commercial deliverable, an explicit written release is required regardless of crowd context. 5. Release Obligation Allocation. Indemnifying party shall indemnify and hold harmless Indemnified party from any claim arising from the failure to obtain a required release or from a release that is defective, fraudulently signed, or legally insufficient in the jurisdiction of use.

PROPERTY AND LOCATION RELEASE 1. Private Property. Party responsible for property releases is responsible for obtaining all necessary permissions, permits, and written property releases required to photograph or film at Shoot location description before the shoot date. 2. Public Property vs. Private Property. A property release is required for: (a) any privately owned exterior or interior; (b) any recognizable interior (e.g., distinctive hotel lobby, branded restaurant, unique architectural space) even if the exterior building itself is not identifiable; and (c) any property where the owner has a reasonable expectation of privacy or control over commercial use. A property release is generally NOT required for: (a) public streets, parks, or landmarks photographed from a public vantage point; or (b) incidental background appearances of property in a scene where the property is not the primary subject and not identifiable. When in doubt, Party responsible for property releases should obtain written permission. 3. Scope of Permission. Party responsible for property releases represents and warrants that secured permissions grant Party receiving rights under the minor release the right to use images of the property for: Permitted uses of property images, and that the person granting permission is the owner or is duly authorized to grant such rights. 4. Client Notification of Drone Use. If aerial photography or videography is included in the Services, Client name / business name is responsible for notifying the property owner of planned drone operations over or near the property before the shoot date, and for obtaining any required landowner consent. 5. Indemnification. Indemnifying party shall indemnify and hold harmless Indemnified party from any claim by a property owner arising from: (a) use of images of the property without required permission; (b) a permission that was granted by an unauthorized person; or (c) use of images outside the scope of the permission obtained.

REPRESENTATIONS AND WARRANTIES (a) Mutual Representations. Each party represents and warrants to the other, as of the Effective Date and throughout the term of this Agreement, that: (i) Authority. It has the full legal right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) No Conflicts. Its execution, delivery, and performance of this Agreement do not and will not: (A) violate any applicable law, regulation, or court order; or (B) conflict with or result in a breach of any agreement to which it is a party; (iii) Binding Obligation. This Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms; (iv) No Litigation. As of the Effective Date, there is no pending or, to its knowledge, threatened legal proceeding that would materially impair its ability to perform its obligations under this Agreement; and (v) Compliance with Law. It will comply with all applicable laws and regulations in performing its obligations or exercising its rights under this Agreement. (b) Agency Representations. Your name / business name additionally represents and warrants that: (i) Professional Standards. It will perform the Services in a professional and workmanlike manner consistent with industry standards; (ii) Non-Infringement. The materials, methodologies, and content created by Your name / business name (excluding Client-supplied content) will not, to Your name / business name's knowledge, infringe or misappropriate any third party's copyright, trademark, patent, trade secret, or other intellectual property right; (iii) Qualifications. It has the skills, experience, and qualifications necessary to perform the Services; and (iv) No Deceptive Practices. It will not engage in deceptive, unfair, or fraudulent practices in connection with the Services, including practices that violate the FTC Act or any analogous consumer-protection law. (c) Client Representations. Client name / business name additionally represents and warrants that: (i) Content Accuracy. All product descriptions, claims, pricing information, testimonials, and other materials supplied by Client name / business name to Your name / business name for publication or promotion are, to Client name / business name's knowledge, truthful, accurate, and not misleading, and are substantiated by competent and reliable evidence where required by applicable law; (ii) Ownership and Licenses. Client name / business name owns or has obtained all necessary rights, licenses, and permissions for all content, assets, images, trademarks, and data that Client name / business name provides to Your name / business name for use in the Services, and Client name / business name's provision of such materials to Your name / business name does not violate any third party's intellectual property rights; (iii) Regulatory Compliance. Client name / business name's products, services, and business practices comply with all applicable laws and regulations, and Client name / business name is not aware of any pending or threatened regulatory investigation or enforcement action that would affect the permissibility of the Services; (iv) Account Authority. Client name / business name has or will obtain all necessary rights, consents, and authorities to grant Your name / business name access to Client name / business name's systems, accounts, and platforms required to perform the Services; and (v) No Restricted Industry Violations. Client name / business name's products and services do not violate the applicable policies of the platforms on which the Services will be performed. (d) Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Your name / business name DOES NOT WARRANT SPECIFIC BUSINESS OUTCOMES, REVENUE RESULTS, OR OTHER SPECIFIC RESULTS OR OUTCOMES FROM THE SERVICES.

CONFIDENTIALITY (a) Definition. "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient") in connection with this Agreement that is designated as confidential at the time of disclosure, or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Without limiting the foregoing, Confidential Information includes: business plans, financial data, pricing, fee structures, customer and prospect lists, proprietary methodologies, software, technical specifications, and personnel information. (b) Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of Recipient; (ii) Recipient already knew before receiving it from Discloser, as shown by written records; (iii) Recipient independently develops without use of or reference to the Confidential Information; or (iv) Recipient rightfully receives from a third party without restriction. (c) Obligations. Recipient will: (i) use Discloser's Confidential Information solely to perform or receive the Services under this Agreement; (ii) disclose it only to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations no less protective than this clause; and (iii) protect it with at least the same degree of care it uses for its own confidential information of similar sensitivity, but in no event less than reasonable care. (d) Compelled Disclosure. Recipient may disclose Confidential Information if required by law, court order, or regulatory authority, provided that Recipient: (i) gives Discloser prompt prior written notice to the extent legally permitted; (ii) cooperates with Discloser in seeking a protective order or other appropriate relief; and (iii) discloses only what is legally required. (e) Trade Secrets. Obligations with respect to information that constitutes a trade secret under applicable law (including the Defend Trade Secrets Act, 18 U.S.C. § 1836) will continue for as long as such information remains a trade secret, notwithstanding any shorter survival period stated below. (f) Subcontractors. Your name / business name may share Client name / business name's Confidential Information with approved subcontractors solely to the extent necessary for them to perform work under this Agreement, provided each subcontractor is bound by written confidentiality obligations at least as protective as this clause. (g) Return or Destruction. Upon termination or expiration of this Agreement, or upon Discloser's written request, Recipient will promptly return or securely destroy all of Discloser's Confidential Information (including copies) and certify such return or destruction in writing, except as required by law or for legal-hold purposes. (h) Survival. This Section survives termination or expiration of this Agreement for a period of 3 years, except as provided in Section (e).

MUTUAL INDEMNIFICATION (a) Agency Indemnification. Your name / business name will defend, indemnify, and hold harmless Client name / business name and its officers, directors, employees, and agents ("Client Indemnitees") from and against any third-party claims, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or related to: (i) any material breach by Your name / business name of its representations, warranties, or obligations under this Agreement; (ii) Your name / business name's infringement of a third party's intellectual property rights through materials created solely by Your name / business name and not based on Client-supplied content; (iii) Your name / business name's violation of applicable law in performing the Services; or (iv) Your name / business name's gross negligence or willful misconduct. (b) Client Indemnification. Client name / business name will defend, indemnify, and hold harmless Your name / business name and its officers, directors, employees, subcontractors, and agents ("Agency Indemnitees") from and against any Losses arising out of or related to: (i) any material breach by Client name / business name of its representations, warranties, or obligations under this Agreement; (ii) Client-supplied materials, content, product claims, pricing information, images, or data that infringe a third party's intellectual property rights or constitute false, misleading, or unsubstantiated claims under applicable law; (iii) Client name / business name's violation of applicable law; or (iv) Client name / business name's gross negligence or willful misconduct. (c) Indemnification Procedure. The indemnified party will: (i) promptly notify the indemnifying party in writing of any claim for which indemnification is sought (provided that delay in notice reduces the indemnification obligation only to the extent the indemnifying party is materially prejudiced by the delay); (ii) give the indemnifying party sole control of the defense and settlement of the claim, provided that no settlement that imposes any obligation, restriction, or liability on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld; and (iii) provide reasonable cooperation and assistance at the indemnifying party's expense. (d) Interaction with Liability Cap. The indemnification obligations in this Section are subject to the aggregate liability cap set forth in the Limitation of Liability clause, except for claims arising from a party's gross negligence or willful misconduct, which are not subject to that cap.

LIMITATION OF LIABILITY (a) Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, neither party will be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages — including lost profits, lost revenue, loss of business opportunity, loss of data, or harm to reputation — arising out of or related to this Agreement, even if the party has been advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. (b) Aggregate Cap. Each party's total aggregate liability to the other arising out of or related to this Agreement — whether in contract, tort (including negligence), strict liability, or otherwise — will not exceed the total fees actually paid or payable by Client name / business name to Your name / business name during the Cap look-back period (months)-month period immediately preceding the event giving rise to the claim, or Minimum cap floor amount (e.g. $5,000), whichever is greater. (c) Exceptions. The limitations in Sections (a) and (b) do not apply to: (i) a party's obligation to indemnify the other for third-party claims of intellectual property infringement under the Mutual Indemnification clause; (ii) liability arising from a party's gross negligence or willful misconduct; (iii) a party's obligations under the Data Protection and Confidentiality clauses with respect to a data breach caused by that party's failure to maintain reasonable security; or (iv) a party's obligation to pay amounts owed under this Agreement. (d) Basis of the Bargain. Each party acknowledges that the limitations in this Section reflect a reasonable allocation of risk, are an essential element of the basis of the bargain between the parties, and that Your name / business name would not have entered into this Agreement without these limitations.

IMAGE ARCHIVAL AND BACKUP 12.1 Retention Period. Provider will retain copies of the Deliverables for a period of 7 from the delivery date ("Retention Period"). If no period is specified, the Retention Period defaults to: (a) twelve (12) months for commercial, editorial, and corporate shoots; or (b) twenty-four (24) months for weddings and milestone events. 12.2 Deletion After Retention Period. After expiration of the Retention Period, Provider may permanently delete all copies of the Works and has no obligation to retain, archive, or provide access to the Works. Provider will not provide advance notice of deletion unless required by a separate written agreement. 12.3 Client Backup Obligation. Client is solely responsible for downloading, backing up, and preserving the Deliverables. Client must maintain at least one independent backup copy. Provider's retention of files during the Retention Period is a courtesy only and does not relieve Client of this obligation. 12.4 Re-Delivery Requests. During the Retention Period, Client may request re-delivery of previously delivered files. Provider may charge a re-delivery fee of Re-delivery fee per request per request. Re-delivery requests submitted after the Retention Period expires cannot be fulfilled. Client must submit any re-delivery request within the Retention Period; requests received after deletion are not honored. 12.5 No Guarantee of Survival. Provider does not warrant that backup copies will survive hardware failure, data corruption, theft, or disaster. Provider's archival obligation is a reasonable-efforts obligation and does not create liability for data loss beyond Provider's control.

VIDEO POST-PRODUCTION PHASES AND REVISIONS 1. Post-Production Phases. The post-production process consists of the following phases, each requiring Client name / business name's written approval before Designer proceeds: (a) Script / Storyboard Approval (if applicable): Designer delivers a script, storyboard, or shot list. Client name / business name may request revisions until written approval is issued. Script revisions requested after production begins are a scope change and may incur additional fees. (b) Rough Cut / Assembly Cut: Designer delivers a rough cut for review. (c) Fine Cut / Locked Picture: Incorporates approved rough-cut revisions. (d) Final Delivery: Color grade, audio mix, and titles applied to locked picture. 2. Included Revision Rounds. Each phase includes 2 round(s) of revisions at no additional charge. A "revision round" means one consolidated written list of changes submitted in a single communication. Piecemeal feedback submitted across multiple emails or messages does not constitute a single revision round—Designer will acknowledge receipt and request that all feedback be consolidated before work begins. 3. Scope of Revisions. Revisions must address the original approved scope and brief. A "revision" includes adjustments to pacing, color, audio levels, title copy, and sequencing of approved footage. It does NOT include: (a) fundamental restructuring of the narrative arc; (b) reshooting scenes; (c) replacing the majority of footage; or (d) changing the deliverable format (e.g., horizontal to vertical). Changes of this kind constitute a new project and will be quoted separately. 4. Client Feedback Deadline. Client name / business name must provide written feedback within 5 calendar days of receiving each phase deliverable. If Client name / business name does not respond within this window, the phase is deemed approved and Designer will proceed to the next phase. A single reminder email will be sent on day 7; if no response follows by day 5, approval is automatic. 5. Additional Revision Rounds. Additional revision rounds beyond the included allotment are available at Rate for additional revision rounds ($) per round, invoiced before work begins. 6. No Posting Until Approved. Client name / business name will not post or publish any video deliverable until written final approval is issued. Designer is not liable for consequences of unauthorized early publication.

MUSIC LICENSING AND THIRD-PARTY CONTENT 1. Third-Party Content Defined. "Third-Party Content" means any copyrighted material not created by Designer or Client name / business name specifically for this project, including music, sound recordings, stock footage, fonts, graphic elements, and other pre-existing works incorporated into the video deliverables. 2. Designer-Sourced Music. Unless otherwise specified, Designer will source music from Designer's licensed royalty-free library (Licensed music libraries used by Designer, e.g., Musicbed, Artlist, Epidemic Sound). These licenses include both the synchronization license (right to pair music with video) and the master use license (right to use the specific recording). Designer will confirm that the license tier covers Client's intended usage scope before finalizing music selection. 3. Usage Scope Matching. Music licenses must match Client's intended use. Client must disclose before production: (a) all platforms where the video will be published (YouTube, Instagram, broadcast TV, etc.); (b) whether the video will be used in paid advertising; (c) the intended duration of use (campaign period or evergreen); and (d) whether the video will be sub-licensed or used by third parties. If Client's usage expands after delivery, Client is solely responsible for upgrading the music license to cover the expanded use. 4. Client-Requested Music. If Client requests a specific song not available in Designer's licensed library (e.g., a commercially released track): (a) Client is responsible for obtaining and paying for both a synchronization license and a master use license from the applicable rights holders before Designer incorporates the music; (b) Designer will not incorporate unlicensed commercially released music under any circumstances; and (c) Client acknowledges that unlicensed music will result in takedowns, muting, or demonetization on YouTube, Instagram, Facebook, and TikTok, and that Designer bears no liability for such platform actions. 5. Platform-Specific Risks. Even properly licensed music may be flagged by platform Content ID systems. Designer is not liable for platform-initiated takedowns or monetization claims arising from music licensing disputes, provided Designer sourced the music from a licensed library matching the usage scope disclosed by Client. 6. Documentation. Designer will retain and provide Client with proof of music licensing (license certificates or library receipts) upon written request.

1. Definition of Client-Provided Materials. "Client-Provided Materials" means any and all content, materials, assets, or other items provided by Client name / business name to Producer for incorporation into the Work or for reference during production, including without limitation: (a) Brand assets (logos, trademarks, brand guidelines, color palettes, fonts); (b) Pre-existing video footage, photographs, graphics, animations, or other visual materials; (c) Audio materials (music tracks, voiceover recordings, sound effects); (d) Scripts, storyboards, shot lists, creative direction documents, or other written materials; (e) Product samples, prototypes, or physical materials for filming; (f) Third-party materials that Client name / business name has licensed or claims to have the right to use (stock footage, stock music, licensed software, etc.). 2. Client name / business name Representations and Warranties. Client name / business name represents, warrants, and covenants that: (a) Ownership or License. Client name / business name owns all right, title, and interest in the Client-Provided Materials, or Client name / business name has obtained valid, enforceable licenses or permissions sufficient to authorize Producer to use, reproduce, modify, publicly display, publicly perform, and incorporate the Client-Provided Materials into the Work and to grant Client name / business name the rights in the final Work specified in the IP Ownership clause of this Agreement. (b) No Infringement. The Client-Provided Materials do not, and Producer's use of the Client-Provided Materials as authorized under this Agreement will not, infringe, misappropriate, or violate any third party's intellectual property rights, rights of publicity or privacy, or any other legal right. (c) No Conflicting Obligations. Client name / business name's provision of the Client-Provided Materials to Producer and authorization for Producer to use them does not breach any agreement, obligation, or restriction to which Client name / business name is a party or by which Client name / business name is bound. (d) Compliance with Licenses. If any Client-Provided Materials are used pursuant to a third-party license (e.g., stock music from AudioJungle, stock footage from Shutterstock), (i) Client name / business name has obtained the appropriate license tier to permit the uses contemplated by this Agreement, (ii) Client name / business name has provided Producer with a copy of the license terms or a written summary of material restrictions (e.g., broadcast exclusions, attribution requirements, geographic limits), and (iii) Client name / business name is solely responsible for ongoing compliance with such license terms, including payment of any additional fees if the actual use exceeds the licensed scope. (e) Music Clearance. If Client name / business name provides or requests the use of any specific music track, Client name / business name warrants that Client name / business name has secured or will secure all necessary synchronization licenses, master use licenses, performance rights, and any other music rights required for the intended distribution and exhibition of the Work. If Client name / business name instructs Producer to "use [song name]" without providing written evidence of clearance, Producer may rely on Client name / business name's instruction as confirmation that Client name / business name has handled clearance, and Client name / business name assumes all risk and liability for infringement. 3. Client name / business name Indemnification. Client name / business name shall defend, indemnify, and hold harmless Producer, Producer's employees, contractors, and subcontractors from and against any and all third-party claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to: (a) Any breach of the representations and warranties in Section 2 above; (b) Any claim that Client-Provided Materials infringe or misappropriate any third party's intellectual property rights, rights of publicity or privacy, or other legal rights; (c) Any claim arising from Producer's use of Client-Provided Materials as authorized by Client name / business name under this Agreement, including without limitation claims for copyright infringement, trademark infringement, violation of license terms, breach of confidentiality, or unlawful use of name or likeness; or (d) Client name / business name's failure to obtain or maintain any required third-party licenses or permissions for Client-Provided Materials. 4. Notice and Cooperation. If Producer receives any notice, cease-and-desist letter, DMCA takedown notice, or other claim related to Client-Provided Materials, Producer shall promptly notify Client name / business name and provide Client name / business name with a reasonable opportunity to assume defense of the claim. Producer shall reasonably cooperate with Client name / business name's defense, provided Client name / business name reimburses Producer for reasonable out-of-pocket costs incurred in such cooperation. 5. Producer's Right to Reject. If Producer reasonably believes that any Client-Provided Materials may infringe third-party rights, violate applicable law, or expose Producer to liability, Producer may decline to incorporate such materials into the Work and shall promptly notify Client name / business name. Client name / business name may either (i) provide substitute materials, (ii) provide Producer with satisfactory written evidence of ownership or license clearance (e.g., a license certificate, legal opinion, or indemnification letter from the rights holder), or (iii) accept responsibility for any resulting claims by providing Producer with a separate written indemnification. If Client name / business name cannot or will not do any of the foregoing, Producer may proceed with the project omitting the disputed materials, with no reduction in project fee, or Producer may terminate this Agreement for cause and receive payment for all work performed to date plus any kill fee specified in this Agreement. 6. Attribution and Credit Obligations. If any Client-Provided Materials are subject to attribution, credit, or other acknowledgment requirements (e.g., stock license requires credit line, Creative Commons requires attribution), Client name / business name shall inform Producer in writing of the specific credit language and placement requirements at the time the materials are provided. Producer shall use commercially reasonable efforts to include such attribution in the final Work and in any promotional materials for the Work. If Client name / business name fails to inform Producer of attribution requirements and a claim arises from the omission, Client name / business name remains solely liable under the indemnification provisions of Section 3.

SUBCONTRACTORS (a) Right to Subcontract. Your name / business name may engage subcontractors and independent contractors ("Subcontractors") to assist in performing the Services, provided that Your name / business name remains responsible for the quality and timely delivery of all work performed by its Subcontractors and for any breach of this Agreement caused by a Subcontractor. (b) Approval for Platform Access. Your name / business name will not permit any Subcontractor to access Client name / business name's software platforms, systems, accounts, or other third-party platform credentials without Client name / business name's prior written approval (which may be given by email and will not be unreasonably withheld or delayed). (c) Flow-Down Obligations. Your name / business name will, by written agreement with each Subcontractor, impose obligations on the Subcontractor that are at least as protective as those set forth in this Agreement with respect to: (i) Confidentiality — protecting Client name / business name's Confidential Information to the same standard as required of Your name / business name; (ii) Intellectual property — assigning to Your name / business name (for flow-through assignment to Client name / business name) all work product and intellectual property created by the Subcontractor as part of the Services; (iii) Data protection — handling personal data in accordance with applicable privacy laws and the data-protection obligations in this Agreement, to the extent the Subcontractor processes personal data; (iv) Non-disclosure — prohibiting the Subcontractor from using Client name / business name's Confidential Information or work product for any purpose other than performing the Services under this Agreement; and (v) Return of materials — returning or destroying Client name / business name's Confidential Information and credentials upon completion of the subcontracted work or upon request. (d) No Additional Cost. Unless otherwise agreed, Your name / business name's use of Subcontractors does not entitle it to charge additional fees beyond those stated in this Agreement. (e) Client Veto. If Client name / business name reasonably objects in writing to a specific Subcontractor (for example, due to a documented conflict of interest or security concern), Your name / business name will use commercially reasonable efforts to replace that Subcontractor within 15 business days without disrupting the Services. (f) Agency Liability. Your name / business name is liable to Client name / business name for the acts and omissions of its Subcontractors to the same extent as if Your name / business name had performed the relevant work itself.

DISPUTE RESOLUTION (a) Good-Faith Negotiation. Before initiating any formal dispute proceeding, the parties will attempt to resolve any dispute, controversy, or claim arising out of or relating to this Agreement ("Dispute") through good-faith negotiation. Either party may initiate this step by delivering written notice to the other describing the Dispute in reasonable detail ("Dispute Notice"). Senior representatives of each party with authority to resolve the Dispute will meet (in person, by phone, or by videoconference) within 10 business days of the Dispute Notice and attempt to resolve the matter in good faith for a period of 30 business days from the date of the Dispute Notice (or longer, if agreed in writing). (b) Mediation. If the Dispute is not resolved through negotiation within the timeframe in Section (a), either party may submit it to non-binding mediation administered by Mediation provider (e.g. JAMS, AAA) (or, if the parties cannot agree on a provider, by the American Arbitration Association under its Commercial Mediation Procedures). The mediation will take place in Mediation city, Mediation state. The parties will share mediator fees equally. Each party will bear its own legal fees for the mediation. (c) Binding Arbitration. If the Dispute is not resolved through mediation within 60 days after the appointment of the mediator, either party may demand binding arbitration. Arbitration will be administered by Arbitration provider (e.g. JAMS, AAA) under its then-current Arbitration rules (e.g. Commercial Arbitration Rules), before a single arbitrator. The arbitration will take place in Arbitration city, Arbitration state. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction. The parties agree that the arbitration — including its existence, proceedings, and any award — is confidential. (d) Exceptions to Arbitration. Either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction without first completing the negotiation or mediation steps, to prevent irreparable harm — including to protect Confidential Information or intellectual property — pending the outcome of arbitration. (e) Small Claims. Either party may bring a Dispute in small claims court if the amount in controversy falls within that court's jurisdictional limit. (f) Class Action Waiver. Each party waives any right to bring or participate in any class action, class arbitration, or representative proceeding relating to this Agreement. (g) Governing Law for Arbitration. The arbitration will be governed by the Federal Arbitration Act (9 U.S.C. §§ 1–16) and, where not preempted, by the laws of Governing law state (e.g. New York).

GOVERNING LAW; JURISDICTION; VENUE (a) Governing Law. This Agreement and any dispute arising out of or related to it — including its formation, interpretation, performance, breach, or termination — will be governed by and construed in accordance with the laws of the State of Governing law state (e.g. New York), without regard to its conflict-of-law provisions. (b) Consent to Jurisdiction. Each party irrevocably submits to the exclusive personal jurisdiction of the state and federal courts located in Venue county (e.g. New York) County, Governing law state (e.g. New York) for any action or proceeding arising out of or relating to this Agreement that is not subject to arbitration under the Dispute Resolution clause (if any). (c) Venue. Each party waives any objection to the laying of venue in the courts identified in Section (b), and waives any claim that such courts are an inconvenient forum. (d) Service of Process. Service of process in any such action may be made by any method authorized by the applicable court rules or by mailing a copy of the summons and complaint by registered or certified mail, return receipt requested, to the party's address set forth in this Agreement. (e) Prevailing Party. In any dispute arising under this Agreement, the prevailing party is entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, unless the parties have agreed to a different allocation in the Dispute Resolution clause.

FORCE MAJEURE (a) Definition. A "Force Majeure Event" means any event beyond a party's reasonable control that prevents or materially impairs that party's ability to perform its obligations under this Agreement, including: acts of God; natural disasters; fire; flood; earthquake; epidemic or pandemic; war; terrorism; riots or civil unrest; actions or inactions of governmental authorities (including government-mandated service restrictions or platform-access bans); internet or telecommunications infrastructure failures (including widespread outages of major technology or infrastructure platforms affecting substantially all users); power outages; and cyber-attacks on the party's systems not caused by the party's own negligence (each, individually a "Force Majeure Event"). Economic downturns, changes in market conditions, and changes in third-party platform features or algorithms do not constitute Force Majeure Events. (b) Effect. The party affected by a Force Majeure Event ("Affected Party") will be excused from performance of the affected obligations during the continuance of the Force Majeure Event, provided that the Affected Party complies with the notice and mitigation obligations below. (c) Notice. The Affected Party will give the other party written notice of the Force Majeure Event as soon as reasonably practicable after the event begins, describing the nature of the event, the expected duration, and the obligations affected. (d) Mitigation. The Affected Party will use commercially reasonable efforts to mitigate the impact of and to overcome the Force Majeure Event, and will resume performance as soon as reasonably practicable after the event ends. (e) Suspension and Termination. If a Force Majeure Event prevents a party's material performance for more than 30 consecutive days, either party may terminate this Agreement on written notice without further liability, except for: (i) amounts already earned and owing; and (ii) obligations that survived the term of the Agreement (including confidentiality and IP assignments). (f) No Payment Excuse. A Force Majeure Event does not excuse Client name / business name from paying for Services already performed before the event or for Services Your name / business name is able to perform notwithstanding the event.

20.1 General Restriction. Neither Party may assign, delegate, or transfer any of its rights or obligations under this Agreement, in whole or in part, without the other Party's prior written consent, which will not be unreasonably withheld or delayed. 20.2 M&A Exception. Notwithstanding Section 20.1, either Party may assign this Agreement without consent in connection with a merger, acquisition, change of control, or sale of all or substantially all of the assets to which this Agreement relates, provided that: (a) the assignee assumes all obligations of the assigning Party under this Agreement; and (b) the assigning Party provides the other Party written notice within thirty (30) days of the assignment. 20.3 Void Assignment. Any purported assignment in violation of this Section is void. 20.4 Binding Effect. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

21.1 Form. All notices, requests, demands, consents, and other communications required or permitted under this Agreement ("Notices") must be in writing. 21.2 Delivery Methods. Notices may be delivered by: (a) personal delivery; (b) nationally recognized overnight courier (e.g., FedEx, UPS); (c) certified or registered mail, return receipt requested, postage prepaid; or (d) email to the address specified below, provided that the sender retains proof of transmission and does not receive an automated bounce or delivery-failure notification within twenty-four (24) hours. 21.3 Effectiveness. Notices are effective: (a) upon personal delivery; (b) one (1) business day after deposit with overnight courier; (c) three (3) business days after deposit in the mail; or (d) on the day of email transmission if sent by 5:00 PM recipient's local time on a business day, or on the next business day if sent after 5:00 PM or on a non-business day. 21.4 Addresses. To Provider: Your name / business name, Provider Notice Address, Email: Provider Legal/Notice Email To Customer: Client name / business name, Customer Notice Address, Email: Customer Legal/Notice Email Either Party may change its notice address by providing written notice to the other in accordance with this Section.

22.1 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both Parties. 22.2 No Waiver. No failure or delay by either Party in exercising any right, remedy, power, or privilege under this Agreement operates as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 22.3 Written Waivers Only. Any waiver of a provision of this Agreement must be in writing and signed by the waiving Party to be effective. A written waiver of any particular breach or right is effective only for the specific instance and purpose for which it was given.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable under applicable law, that provision will be: (a) modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the Parties' original intent; or (b) if modification is not possible, severed from this Agreement. The validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired. The Parties agree to negotiate in good faith a replacement provision that, to the greatest extent possible, achieves the intended commercial purpose of the severed provision.

24.1 Integration. This Agreement, together with all SOWs, Change Orders, and exhibits executed hereunder, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, warranties, and understandings, whether written or oral, relating to the same subject matter. 24.2 No Oral Modifications. No oral statement, prior course of dealing, trade usage, or conduct will be used to supplement, interpret, or contradict the written terms of this Agreement. 24.3 Purchase Orders. Any terms set forth in Customer's purchase orders, vendor registration forms, or similar documents are of no force or effect and do not modify this Agreement unless expressly incorporated into a signed SOW or Change Order. 24.4 Results Representations. Customer acknowledges that no employee, agent, or representative of Provider has authority to guarantee specific results or outcomes, and that any such representation made outside this Agreement is not binding on Provider.

25.1 Electronic Signatures. This Agreement and any SOW or amendment may be signed by electronic signature, including signatures created through E-Signature Platform (e.g., DocuSign, HelloSign) or any other electronic signature service compliant with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as enacted in the applicable jurisdiction. Electronic signatures have the same legal effect as original handwritten signatures. 25.2 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or electronic signature platform delivery) is equally effective as delivery of a manually executed counterpart.

EDITING STYLE AND CREATIVE CONTROL Clause number.1 Provider Creative Discretion. Client name / business name acknowledges that Provider is engaged for Provider's professional judgment, artistic style, and technical expertise. Provider retains sole creative discretion over: (a) shot selection and framing; (b) exposure, color grading, and tonal adjustments; (c) cropping and aspect ratios; (d) selection of which images or footage to edit and deliver; and (e) overall artistic presentation of the final deliverables ("Creative Decisions"). Clause number.2 Image Selection. Provider selects which images from the shoot are edited and delivered. Client name / business name may not demand that specific unselected images be edited, unless Client name / business name purchases RAW files under Section [raw-footage-ownership-access] and arranges for editing independently. Clause number.3 Minor Adjustments Permitted. Notwithstanding the above, Client name / business name may, within the included revision rounds under this Agreement, request minor adjustments to delivered images, including: brightness/exposure corrections, color temperature adjustments, basic cropping, and removal of minor distractions (blemishes, background clutter). Provider will accommodate minor adjustment requests within Provider's professional judgment and at no additional charge, up to the included revision limit. Clause number.4 Style-Compromise Refusal. Provider may decline to apply edits that Provider reasonably determines would: (a) conflict with Provider's established brand aesthetic; (b) misrepresent Provider's work if used in Provider's portfolio; or (c) produce a result below Provider's professional standards. Provider will notify Client name / business name in writing within 5 days of receiving the edit request if Provider declines on style grounds, and will offer an alternative solution. Clause number.5 Third-Party Editing. If Client name / business name wishes to engage a third party to edit delivered images, Client name / business name must obtain Provider's prior written consent (not to be unreasonably withheld for personal use edits) and must comply with the alteration restrictions in Section [image-alteration-third-party-editing].

1. Creative Authority Allocation. (a) Factual Content Accuracy. Client name / business name retains final authority over all factual representations, brand messaging, product features, pricing, legal disclosures, trademarks, logos, and any other content where accuracy or brand consistency is material. Producer shall implement all Client name / business name changes to factual content without additional charge, provided such changes do not require re-shooting or re-licensing third-party materials. (b) Artistic Execution. Producer retains authority over artistic and technical execution, including without limitation shot composition, camera movement, editing pace and rhythm, color grading, audio mixing, music selection (subject to licensing approval by Client name / business name), graphics style, and transitions. Client name / business name feedback on artistic elements is advisory; Producer shall consider such feedback in good faith but is not obligated to implement artistic changes that Producer reasonably believes would compromise the professional quality or coherence of the Work. (c) Revision Limit Context. This allocation applies after the 2 Revision Rounds specified in the Statement of Work have been exhausted and the parties have reached an impasse on creative direction. 2. Escalation and Resolution. If, after exhausting the 2 included Revision Rounds, the parties cannot agree on the final cut and the disagreement is not resolved through the good-faith meet-and-confer process described in the Dispute Resolution clause, either party may invoke this Final Cut Dispute protocol: (a) Kill Fee Election by Client name / business name. Client name / business name may elect to terminate the project by written notice and payment of a kill fee equal to 50% of the total project fee, less any amounts already paid. Upon receipt of the kill fee, Producer shall deliver to Client name / business name all project files in their current state, including raw footage, edited sequences, project files, and any licensed assets for which Client name / business name has paid or agrees to pay the licensing fee. Producer grants Client name / business name a non-exclusive license to use the delivered materials solely for internal review or to engage another editor to complete the project; Client name / business name may not publish or distribute the incomplete Work without Producer's prior written consent. (b) Producer Withdrawal Election. Producer may elect to withdraw from the project by written notice and forfeiture of all unpaid fees. In such event, Client name / business name is entitled to a refund of Client Refund Percentage on Producer Withdrawal% of fees paid to date, and Producer retains all project materials and work product. No license or other right in the Work or footage is granted to Client name / business name if Producer elects withdrawal. (c) Mutual Agreement to Engage Mediator. As an alternative to kill fee termination, the parties may jointly engage a mutually acceptable industry creative director or producer to provide a non-binding recommendation on the disputed creative elements. The parties shall share the cost of the mediator equally. If the mediator's recommendation is not accepted by both parties within five (5) business days of receipt, either party may invoke the kill fee or withdrawal election set forth above. 3. No Diminishment of Approval Rights. Nothing in this clause diminishes Client name / business name's right to reject deliverables that fail to meet the specifications or quality standards set forth in the Statement of Work, or Producer's obligation to perform all included Revision Rounds in good faith.

1. Definition of BTS Content. "Behind-the-Scenes Content" or "BTS Content" means photographs, video footage, audio recordings, interviews, and other materials that document the production process, including without limitation crew at work, equipment setup, candid moments, bloopers, outtakes, and making-of commentary, but excluding the primary footage and audio captured for the deliverable Work specified in the Statement of Work. 2. Ownership and Rights. (a) Producer Retains Ownership. All BTS Content remains the sole property of Producer. Client name / business name acquires no ownership rights in BTS Content unless expressly transferred by separate written agreement. (b) License Grant to Client name / business name (Optional Election). [ ] Option A: BTS Content Included. Producer grants Client name / business name a BTS License Scope (e.g., worldwide, non-exclusive, perpetual) license to use BTS Content for Permitted Uses of BTS Content (e.g., social media marketing, website, trade shows). The license term is BTS License Term (e.g., perpetual, 2 years, duration of campaign). Client name / business name shall provide Producer with attribution credit as "Producer Credit Line for BTS Content" in any public use of BTS Content. [ ] Option B: BTS Content Not Included. BTS Content is not included in the deliverables or licensed to Client name / business name under this Agreement. Producer may create and use BTS Content for Producer's own marketing, portfolio, and social media without Client name / business name approval, subject to the confidentiality and non-disparagement provisions of this Agreement. [ ] Option C: BTS Content Available for Additional Fee. BTS Content is not included in the base project fee. Client name / business name may license BTS Content by written election and payment of an additional fee of $Additional Fee for BTS Content (if Option C selected). If Client name / business name elects this option, Producer shall deliver BTS Content within 14 days of final project delivery, and the license grant set forth in Option A shall apply. (c) Producer's Portfolio and Marketing Use. Regardless of which option is selected above, Producer retains the non-exclusive right to use BTS Content for Producer's own portfolio, case studies, social media, industry submissions, and other marketing purposes, provided such use does not disclose Client name / business name Confidential Information or violate the non-disparagement provisions of this Agreement. If the Publicity clause of this Agreement requires Client name / business name approval for portfolio use, that approval requirement extends to BTS Content depicting Client name / business name's personnel, locations, or products. 3. Third-Party Appearances in BTS Content. (a) Producer Responsibility. If BTS Content is licensed to Client name / business name under Option A or Option C above, Producer represents that Producer has obtained any necessary releases, consents, or permissions from crew members, talent, and other individuals appearing in the BTS Content to permit the uses licensed to Client name / business name. (b) Client name / business name Responsibility. If Client name / business name's employees, contractors, or other personnel appear in BTS Content, Client name / business name warrants that it has authority to grant Producer the right to depict those individuals in BTS Content and to grant the license set forth in subsection 2(c) above for Producer's marketing use. 4. No Obligation to Create BTS Content. Unless expressly included as a deliverable in the Statement of Work, Producer has no obligation to capture, edit, or deliver BTS Content. This clause governs ownership and use only if Producer elects to create BTS Content in the course of the project.

29.1 Purpose. This Section establishes a reasonable pre-estimate of Provider's actual damages upon Customer-initiated early termination, comprising (i) unrecovered onboarding and ramp costs, (ii) lost contribution margin on foregone work, and (iii) opportunity cost of reserved capacity. The parties agree these are genuine pre-estimates and not penalties. 29.2 Early Termination Compensation. If Customer terminates this Agreement or any SOW prior to completion for any reason other than Provider's uncured material breach (i.e., a termination for convenience under Section Termination-for-Convenience Section Reference), Customer will pay Provider a kill fee calculated as follows, in addition to all fees earned for Services already performed: (a) Termination before completion of Stage 1 (defined in the applicable SOW): Stage 1 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting that Provider has incurred full onboarding costs (strategy, account setup, tool provisioning, and personnel allocation) but recovered minimal revenue. (b) Termination after Stage 1 completion but before Stage 2 completion: Stage 2 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting partial but incomplete cost recovery. (c) Termination after Stage 2 completion: Stage 3 Kill Fee % of Remaining Fees% of the total remaining unpaid SOW fees, reflecting that a substantial portion of reserved capacity cannot be redeployed on short notice. (d) For month-to-month retainers without defined stages: a flat kill fee equal to Retainer Kill Fee (weeks of monthly fee) weeks of the then-current monthly retainer fee, representing Provider's documented average re-engagement cost and minimum re-deployment lead time. 29.3 Invoice and Payment. Provider will invoice the kill fee within Days to Issue Kill Fee Invoice business days of the effective termination date. The kill fee invoice is due and payable within 30 days of invoice date. Late payment accrues interest at the rate set forth in Section Late Payment Section Reference. 29.4 No Double Recovery. The kill fee is in lieu of, not in addition to, any lost-profit damages claim arising solely from the early termination. Provider retains all other remedies for separate breaches. 29.5 Reasonableness Documentation. Provider shall make available to Customer, upon written request, its standard onboarding cost schedule and personnel allocation records supporting the kill-fee percentages above, to facilitate enforcement if disputed.