Product Placement Agreement

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									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, loss, damage, claim or expense (including, but not limited to, reasonable attorneys' fees
and court costs) arising from or related to the Project, provided said claim is not specifically
related to the Product and/or the Intellectual Property.

4. Miscellaneous.

   A. No failure by either party to perform any of its material obligations hereunder shall be
deemed a breach hereof, unless the non-breaching party has given written notice of such failure
to the breaching party, and the breaching party fails to cure such non-performance within thirty
days after receipt of such notice (fifteen (15) days with respect to non-payment).

    B. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

    C. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.

    D. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.

    E. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Each party may assign any or all of
their respective rights and/or obligations hereunder to any assignee, licensee or designee. This
Agreement shall not be deemed to give any right or remedy to any third party whatsoever, unless
said right or remedy is specifically granted in writing to said third party.

    F. The waiver by either party of a breach or violation of any provision of this Agreement
shall not constitute a waiver of any subsequent or other breach or violation.

    G. This Agreement shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein, with jurisdiction exclusive to the Federal and State courts located in the County of
_____________ [Instruction: Insert County], State of ______________ [Instruction: Insert
State].

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.

PRODUCER:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


COMPANY:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
                                         Exhibit “A”

1. Project. Tentatively titled “_____________” [Instruction: Insert Name]

2. Product.


[Instruction: Insert Picture of the Product]


3. Intellectual Property.

   A. Trademarks

     i.  _____________ [Instruction: Insert Trademark Word]; Trademark Registration
Number: _____________ [Instruction: Insert Trademark Registration Number]; Claimant:
_____________ [Instruction: Insert Claimant].

    ii. _____________ [Instruction: Insert Trademark Word]; Trademark Registration
Number: _____________ [Instruction: Insert Trademark Registration Number]; Claimant:
_____________ [Instruction: Insert Claimant].

   B. Copyrights

     i.  _____________ [Instruction: Insert Copyright Name]; Copyright Registration
Number: _____________ [Instruction: Insert Copyright Registration Number]; Claimant:
_____________ [Instruction: Insert Claimant].

    ii. _____________ [Instruction: Insert Copyright Name]; Copyright Registration
Number: _____________ [Instruction: Insert Copyright Registration Number]; Claimant:
_____________ [Instruction: Insert Claimant].

   C. Patents

      i.   _____________ [Instruction: Insert Patent Name]; Patent Registration Number:
_____________ [Instruction: Insert Patent Registration Number]; Claimant: _____________
[Instruction: Insert Claimant].

      ii. _____________ [Instruction: Insert Patent Name]; Patent Registration Number:
_____________ [Instruction: Insert Patent Registration Number]; Claimant: _____________
[Instruction: Insert Claimant].

   D. Other Intellectual Property

								
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