Product Placement Agreement

This Product Placement Agreement is made between a product manufacturer and a

producer for the placement of the manufacturer's product in the producer's project. The

producer agrees to prominently place the product in his or her project and the

manufacturer grants producer the right to make such placement. This document sets

forth the material terms and conditions of the agreement including the grant and

reservation of rights, the compensation, and intellectual property information. It contains

numerous standard provisions and may be customized to fit the specific needs of the

parties. This should be used by product manufacturers and television and movie

producers.

PRODUCT PLACEMENT AGREEMENT



THIS PRODUCT PLACEMENT AGREEMENT (the “Agreement”) made as of ___________

[Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of

Producer], ___________ [Instruction: Insert Address] (“Producer”), and ___________

[Instruction: Insert Name of Company], ___________ [Instruction: Insert Address]

(“Company”).



WHEREAS, Company is the manufacturer of the Product indicated in Exhibit “A”, attached

hereto and incorporated herein, and the owner of the Intellectual Property, as such term is

defined in Exhibit “A”;



WHEREAS, Producer is Producer of the Project, as such term is defined in Exhibit “A”; and



WHEREAS, Producer desires to include and prominently place the Product in the Project, and,

subject to the terms and conditions hereof, Company desires to grant Producer the right to make

such placement.



NOW, THEREFORE, in consideration of the promises and other good and valuable

consideration set forth, the parties agree as follows:



1. Grant and Reservation of Rights.



A. Subject to the approval right provided in sub-paragraph 1(B) hereof, Company hereby

grants to Producer, and Producer’s successors, licensees and assigns, the non-exclusive,

worldwide, perpetual and irrevocable right to use the Product and the Intellectual Property in the

Project and to exhibit, publicize and otherwise utilize and exploit the Project containing the

Product in all media, whether now known or hereafter devised. Producer acknowledges and

agrees that the foregoing grant does not, without the prior written consent of Company, authorize

or permit Producer to: (i) alter the fundamental character of the Product; or (ii) use the Product in

any manner not expressly authorized herein.



B. In the event that the Product is included in the final cut of the Project, prior to exploiting

the Project, Producer shall allow Company to screen the Project, on Producer’s premises, to

review Producer’s use of the Product therein (the “Screening”). Following the Screening,

Company shall approve or disapprove the use of the Product in writing. Any disapproval must

indicate the reason(s) that Company is disapproving the use. In the event that Company fails to

approve or disapprove the use within five (5) business days following the Screening, said use

will be deemed approved.



C. Producer acknowledges and agrees that Company shall retain all rights in and to the

Product and the Intellectual Property during the term of the Agreement and thereafter. Company

shall have the right, in Company’s sole discretion, to sell, exploit, market or otherwise use the

Product in any manner whatsoever during the Term of the Agreement and thereafter.

D. Without limiting any of Company’s other remedies, whether in law or equity, Producer

acknowledges and agrees that Company shall have the right to injunctive relief, to prevent and/or

cure a breach or threatened breach of this Agreement by Company.



2. Compensation. Provided that Producer includes the Product in the final cut of the Project,

and that Company fully performs all of Company’s material obligations hereunder, in full

consideration of all rights granted herein, Producer shall pay Company the sum of ___________

Dollars ($_______) [Instruction: Insert Fee Amount], which sum shall be payable upon the

later of execution hereof and initial exploitation pursuant hereto. This compensation shall

constitute payment in full to Company, and to all persons or entities deriving or claiming rights

through Company.



3. Representations, Warranties And Indemnification.



A. Company represents and warrants to Producer that:



i. Company owns and controls one hundred percent (100%) of all rights, titles and

interests (including but not limited to all copyright) in and to the Product and the Intellectual

Property throughout the universe.



ii. Company has the exclusive, unconditional right to enter into this Agreement and

grant the rights granted herein;



iii. Producer’s use of the Product does not and will not infringe upon or violate any

intellectual property right of, or infringe upon or violate the right of privacy or any other right of

any third party;



iv. Company has no knowledge of any claim or potential claim by any party regarding

the Product or the Intellectual Property which might in any way affect Company’s rights herein.



B. If any of the agreements, representations or warranties contained in this Agreement are

breached, in whole or in part, Company shall indemnify and hold Producer harmless from any

and all damages, losses and costs (including, but not limited to, legal costs and attorneys' fees)

resulting from any and all claims inconsistent with such agreements, representations or

warranties.



C. Producer shall indemnify, defend and hold Company harmless of and from any and all

liability