Attachment 2.pdf

MEDIA PRODUCTION AND

INTELLECTUAL PROPERTY

AGREEMENT

NEDU AT 100 (Working Title)

This Media Production and Intellectual Property Agreement (“Agreement”) is entered into by and between:

Navy Experimental Diving Unit (NEDU)

(“NEDU”)

and

Vendor name (“Name”)

Represented by:

Effective Date:

1. PURPOSE

This Agreement establishes the ownership, usage rights, release rights, and promotional rights relating to all media created by Name as paid for by the NEDU in connection with the documentary, historical, educational, promotional, or archival project currently identified as:

“NEDU AT 100” (the “Project”) (working title and subject to change).

The parties acknowledge that Project materials generated in connection with the Project may include, but are not limited to:

• Motion picture footage

• Video recordings

• Photographs

• Drone imagery

• Underwater imagery

• Audio recordings

• Interviews

• Historical reproductions

• Graphic designs

• Promotional materials

• Edited and unedited media assets

• Behind-the-scenes content

• Any derivative works created from such materials

2. OWNERSHIP OF

INTELLECTUAL PROPERTY

The parties agree that all media created, captured, recorded, edited, produced, or delivered by Name for the Project shall be considered a work made for hire to the fullest extent permitted by law.

To the extent any rights do not automatically vest in NEDU as a work made for hire, Name hereby irrevocably assigns, transfers, and conveys to Name all right, title, and interest in and to the Project and all associated intellectual property rights, including:

• Copyrights

• Derivative works

• Distribution rights

• Exhibition rights

• Publication rights

• Broadcast rights

• Digital distribution rights

• Archival rights

NEDU shall be the sole and exclusive owner of all intellectual property created under this Agreement.

3. FIRST RELEASE RIGHTS

NEDU shall retain exclusive right of first public release for all Project-related media. Initial security review and/or determination is solely the responsibility of

NEDU.

Prior to NEDU’s first public release, Name shall not publish, distribute, broadcast, post, release, or otherwise make available any Project media without prior written authorization from NEDU.

NEDU shall determine:

• Release dates

• Distribution platforms

• Press releases

• Public announcements

• Premiere events

• Official promotional campaigns

• Content production

4. PROMOTIONAL LICENSE

Following NEDU’s first public release of the applicable media, NEDU grants Name a non-exclusive, perpetual, worldwide, royalty-free license to use approved Project-related media solely for the following purposes:

Studio Promotion

Including:

• Portfolio displays

• Showreels

• Demo reels

• Website content

• Social media promotion

• Industry presentations

• Awards submissions

• Professional marketing materials

• Educational presentations regarding production capabilities.

Attribution Name may identify itself as:

“Produced by Name” or similar language approved by

NEDU.

5. LIMITATIONS OF USE

Name shall not:

• Sell Project materials as stock footage.

• License Project materials to third parties.

• Create independent documentaries derived from

Project materials.

• Monetize Project materials separate from

Project promotion.

• Use Project materials in any manner that implies endorsement by the Department of War, United States Navy, or NEDU without written authorization.

All promotional use by Name shall remain professional, factual, and consistent with the mission and reputation of

NEDU.

6. SECURITY REVIEW

As defined in Section 3.FIRST RELEASE RIGHTS, all media will be submitted to NEDU for review and approval prior to release, or publication. Review for public release will be granted by Naval Sea Systems Command (NAVSEA) Headquarters policy and will be coordinated by NEDU. Nothing in this Agreement shall limit NEDU’s authority to require removal or modification of content.

7. CREDITS

Where practical and appropriate, NEDU agrees to provide production credit to Name in substantially similar form:

“Produced by Name”

Placement and format shall be at NEDU’s discretion.

8. NO TRANSFER OF

GOVERNMENT ENDORSEMENT

Nothing in this Agreement shall be interpreted as granting Name the right to represent that:

• The United States Navy,

• The Department of War,

• The Navy Experimental Diving Unit, endorses Name, its products, services, or future productions.

9. TERM

The promotional license granted to Name under Section 4 shall survive completion of the Project and remain in effect for five (5) years unless revoked for material breach of this Agreement.

Ownership rights vested in NEDU shall be perpetual.

10. ENTIRE AGREEMENT

This Agreement represents the complete understanding of the parties regarding ownership and use of media created for the Project and supersedes all prior discussions or understandings regarding such matters.

Any amendment shall be made in writing and signed by both parties.

11. SIGNATURES

FOR NAVY EXPERIMENTAL DIVING UNIT

(NEDU)

Name:

Title:

Signature:

Date:

FOR Name

Name:

Title:

Signature:

Date:

PROJECT

Working Title:

“NEDU AT 100 (Placeholder Title – Subject to

Change)”

Project Start Date:

Project Completion Date:

End of Agreement