Sample Contract-3
TELEVISION CHANNEL BRAND, CREATIVE CONTENT AND BROADCAST IDENTITY CONSULTING AGREEMENT
ARTICLE 1 - PARTIES
1.1. Employer / Publisher
Title: ………………………………………………..
Address: ………………………………………………..
Tax Office / Number: ………………………………………………..
MERSIS Number: ………………………………………………..
Authorized Person: ………………………………………………..
1.2. Consultant's
Name/Title: ………………………………………………..
Address: ………………………………………………..
Tax Office / Number / Turkish ID Number: ………………………………………………..
Authorized Person: ………………………………………………..
1.3. Production Company(s)
The third parties providing production, filming, editing, post-production, animation, music, graphics, sound design and other services, as determined by the Employer within the scope of this agreement or subsequently assigned in writing, will be referred to as the "Production Company".
The Employer, Consultant, and Production Company (if any) will be referred to collectively as "Parties," and individually as "Party."
ARTICLE 2 - DEFINITIONS
In this agreement;
2.1. Channel: The broadcasting brand owned by the Employer and to be used on television, digital broadcasting, internet, mobile platforms, social media, OTT, cable, satellite, terrestrial broadcasting or other media.
2.2. Creative Services: Creative services such as logo, title sequence, jingle, teaser, promotional film, slogan, written and visual concept, broadcast identity, brand language, decorative and visual signage, short video content, and similar services.
2.3. Delivered Product: Any ideas, drafts, texts, presentations, music, demos, clips, videos, graphics, animations, format suggestions, slogans, brand documents, and other outputs prepared by the Consultant and submitted to the Employer.
2.4. Approval: Acceptance of the delivered product by the Employer in writing or electronically,
2.5. Revision: Corrections and rework performed on the delivered product in accordance with the employer's reasonable requests for changes,
2.6. Intellectual Product: Any creative content that can be protected under the Law on Intellectual and Artistic Works and industrial property legislation, or that has commercial value even if not protected.
It expresses.
ARTICLE 3 - SUBJECT OF THE AGREEMENT
The subject of this agreement is the creation of a brand identity for the television channel and related broadcasting platforms owned or licensed by the Employer, the design of the channel's visual and auditory world, support of its broadcasting line, development of creative projects, planning of promotional and teaser content, coordination in production processes, and the regulation of the rights and obligations of the Parties regarding these services.
ARTICLE 4 - NATURE OF THE AGREEMENT
4.1. This agreement is a hybrid service contract encompassing elements of work, consultancy, and creative services.
4.2. The Consultant is an independent service provider under this agreement; no employer-employee relationship, service contract, agency, representation, partnership, or general partnership relationship arises between the Consultant and the Employer.
4.3. The consultant will provide services using their own knowledge, experience, and organization, and is personally responsible for all obligations related to their own personnel, subcontractors, or sub-contractors as required by law.
ARTICLE 5 - SCOPE OF SERVICES OF THE CONSULTANT
The consultant agrees and undertakes to provide the following services during the term of this agreement:
5.1. Brand Identity and Channel Concept Studies
a. Developing creative identity proposals suitable for the channel's broadcast character,
b. Creating the logo, color scheme, typography, title sequence, and overall aesthetic language to be reflected on screen,
c. Determining the image, tone, discourse, and visual approach suitable for the channel's target audience.
5.2. Music, Sound and Jingle Consulting
a. Sound identity design suitable for logo use,
b. Suggestions for background music to accompany short and long opening credits,
c. Suggestions for jingles, bumpers, break idents and similar short audio formats for program and intermission promotions.
5.3. Promotional and Short Video Content Development
a. Creating the creative framework for teasers and promotional films,
b. Developing short video ideas for channel launches, program launches, season promotions, and special broadcast periods,
c. Preparing content proposals in accordance with the delivery schedule and seasonal broadcast plan.
5.4. Consulting on Production Processes
a. Establishing creative coordination with production companies,
b. Providing suggestions regarding cameraman, cinematography, lighting style, editing approach, and shooting standards,
c. Providing technical and aesthetic guidance to maintain the channel's stylistic integrity.
5.5. Content Development and Program Idea Support
a. Developing ideas for new programs, short formats, shows, content blocks, and broadcast flow elements,
b. Preparing suggestions for presenters, faces, actors, or screen identities suitable for the target audience,
c. Preparing concept notes, short treatment texts, and presentation files if requested by the employer.
5.6. Continuity and Consistency Audit
: The consultant will conduct periodic assessments throughout the contract period to ensure that the established brand identity is maintained and does not deteriorate in the publication line.
ARTICLE 6 - DELIVERED PRODUCTS AND ATTACHMENTS
6.1. The scope, quantity, format, duration, delivery dates, and technical specifications of the products to be delivered by the consultant are shown in Annex-1 Service and Delivery Plan of this agreement
6.2. The fee schedule, payment dates and conditions are regulated in Appendix 2, Fee and Payment Schedule
6.3. The parties may specify new delivery items via an additional protocol if deemed necessary.
ARTICLE 7 - DELIVERY, INSPECTION AND APPROVAL PROCEDURE
7.1. The consultant will submit the prepared delivery materials to the Employer according to the agreed schedule.
7.2. The employer may inspect the delivered product within a maximum of 7 business days and may:
a. approve it,
b. request revisions,
c. reject it, stating the reasons for rejection.
7.3. The employer's failure to provide any feedback within the specified time frame does not, in itself, constitute definitive acceptance; however, the Parties may also provide for an implicit acceptance system in writing.
7.4. The Consultant will fulfill the Employer's requests for reasonably comprehensive revisions with a maximum of 2 rounds of free revisions. Requests exceeding this limit, expanding the scope, or going beyond the initial brief will be subject to additional charges
7.5. The employer's right to refuse delivery may be exercised if the delivered product is contrary to the contract, brief, editorial policy, legal requirements, or technical requirements.
ARTICLE 8 - OBLIGATIONS OF THE ADVISOR
Advisor;
8.1. He/She will perform his/her services personally, diligently, faithfully and in accordance with professional standards
8.2. The channel will avoid proposals that could damage its brand identity, be contradictory, or lead to a loss of reputation in the public eye
8.3. It will contribute to establishing coordination between the employer and the production company
8.4. We will take utmost care to ensure that the delivered products do not infringe the intellectual property rights of third parties
8.5. The employer shall not transfer any essential part of the service to a subcontractor without the employer's prior written consent
8.6. The Contracting Authority agrees to cooperate in storing all drafts, demos, raw footage, project notes, sketches, presentations, sample works, and interim outputs prepared during the contract period and to transfer them to the Employer upon request
8.7. He/She will provide regular reporting and attend meetings to ensure the creative integrity of the channel,
He/She accepts and undertakes.
ARTICLE 9 - EMPLOYER'S OBLIGATIONS
Employer;
9.1. The consultant will be provided with reasonable information, briefs, publication strategy, and technical guidance as required by the service in a timely manner
9.2. It will create the necessary meeting and coordination environment for the Advisor to perform their duties
9.3. It will carry out the approval, revision, and feedback processes without delay
9.4. We agree to fulfill our payment obligations set forth in this agreement and its annexes within the specified time frame
9.5. If the Production Company or third parties fail to implement the Consultant's recommendations, and if the Consultant is not at fault, the Consultant will not be held liable for this
He/She accepts and undertakes.
ARTICLE 10 - MEETINGS, REPORTING AND COORDINATION
10.1. The parties shall review the status of current projects by holding online or in-person meetings at least once a week.
10.2. A brief meeting summary or minutes report can be prepared at the end of each meeting. These minutes report serves as helpful documentation for deadlines and task allocation.
10.3. The employer may request additional meetings for urgent broadcasting needs, campaigns, seasonal changes, or special project periods.
ARTICLE 11 - WAGES AND PAYMENT PRINCIPLES
11.1. The total contract price to be paid to the Consultant …………. USD + VAT / …………. TL + VAT.
11.2. Payments will be made against invoices in accordance with the Fee and Payment Schedule (Annex 2) attached to this agreement
11.3. Unless otherwise agreed, payment becomes due upon approval of the relevant delivery item by the Employer and the Consultant's issuance of a duly issued invoice.
11.4. Fees determined in foreign currency may be paid in Turkish Lira equivalent, based on the relevant foreign exchange selling rate of the Central Bank of the Republic of Turkey on the payment date.
11.5. The employer may refuse payment for work items that it has not approved, rejected, or does not accept due to incomplete delivery; however, the rejection must be objective and justified.
ARTICLE 12 - ADDITIONAL SERVICES AND ADDITIONAL CHARGES
12.1. New program format development, comprehensive scriptwriting, commercial production, series or competition format package preparation, social media campaign design, off-topic filming, and similar work not included in this agreement and its annexes will be charged separately.
12.2. Additional work will only come into effect upon the written request of the Employer and the written acceptance of the Consultant.
ARTICLE 13 - EXPENSES
13.1. Out-of-town travel, accommodation, studio rental, voice-over, private musicians, third-party licensing, actor fees, casting, equipment rental, and similar external expenses are not included in the contract price unless otherwise agreed.
13.2. The employer's prior written consent is required for such expenses to be incurred.
ARTICLE 14 - INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
14.1. All rights to process, reproduce, distribute, represent, publicly transmit, digitally transmit, publish, adapt, rearrange, license, sublicense, register, and allow third parties to use all delivered products produced or contributed to by the Consultant under this agreement and for which payment is made by the Employer, are transferred to the Employer without limitation as to duration, number, location, or medium.
14.2. This era encompasses television, the internet, social media, digital platforms, mobile applications, IPTV, OTT, satellite, terrestrial broadcasting, radio, VOD, archives, advertising, and all media that may emerge in the future.
14.3. The Consultant acknowledges and agrees to the registration of logos, slogans, sound marks, generic structures, characters, visual identity elements, designs, drawings, formatting notes, creative texts, demos, and similar products arising from this agreement, on behalf of the Employer.
14.4. The consultant will deliver raw materials, project files, working files, demos, sketches, notes, presentations, music drafts, and other archival materials related to the delivered products, upon the Employer's request.
14.5. The consultant is obligated to inform the Employer in writing beforehand if they have used licensed elements belonging to third parties. The consultant is liable for any damages arising from the submission of content that infringes on third-party rights without obtaining the necessary licenses.
ARTICLE 15 - MORAL RIGHTS AND USE OF NAME
15.1. The employer reserves the right to modify, shorten, combine, use with other content, and remove from publication the delivered products in accordance with its own corporate policy.
15.2. The consultant acknowledges that it is at the Employer's discretion whether their name is used in the credits, promotional materials, or public media.
ARTICLE 16 - CONFIDENTIALITY
16.1. The parties agree that this agreement, including channel strategy, broadcast schedule, budgets, content ideas, casting information, technical infrastructure, music, graphics, design, know-how, business model, and all other commercial information, is confidential.
16.2. Confidential information may not be disclosed to third parties without the written consent of the other party, except in cases of legal obligation.
16.3. The consultant agrees to adhere to this confidentiality obligation during the term of the contract and for 5 years after its termination
ARTICLE 17 - PERSONAL DATA AND COMPLIANCE WITH LEGISLATION
17.1. The parties agree to comply with applicable data protection legislation with regard to the processing, storage, and transfer of personal data acquired within the scope of their activities.
17.2. The consultant may use the employer's broadcast content and data relating to employees, actors, presenters, guests, or business partners only to the extent required by the service.
ARTICLE 18 - NON-COMPETITION AND EXCLUSIVITY
18.1. The Consultant agrees not to enter into any consultancy relationship with national television channels that are clearly direct competitors and that would conflict with the Employer's channel identity, without the written consent of the Employer, during the term of this agreement.
18.2. If there is a non-compete clause after the termination of the contract, this period is limited to ….. months
18.3. The scope of the non-compete clause shall be interpreted in accordance with the principle of proportionality in terms of subject matter, duration, geography, and field of activity.
ARTICLE 19 - PERSONNEL AND KEY PERSON OBLIGATIONS
19.1. The consultant shall immediately inform the Employer if the main creative person, who forms the basis of the service, changes.
19.2. An employer may object, for justifiable reasons, to a personnel change that would seriously affect the quality of service.
ARTICLE 20 - LIMITATION OF LIABILITY
20.1. The consultant cannot be held responsible for content published, modified, or transformed by third parties without the express written consent of the Employer.
20.2. The consultant's liability is limited to damages directly caused by their fault and proven to be undue.
20.3. The Consultant is not liable for damages arising from the employer's failure to implement the Consultant's recommendations or from the faulty implementation by third parties.
ARTICLE 21 - PENALTY CLAUSE
21.1. The Consultant agrees to pay the Employer a penalty of …………. USD / TL if : a. the Consultant seriously breaches the delivery obligation without justifiable cause, b. the Consultant breaches the confidentiality obligation, c. the Consultant transfers or allows the use of intellectual property rights to third parties, d. the Consultant violates the non-compete obligation .
21.2. Payment of the penalty does not negate the Employer's right to claim additional damages incurred.
ARTICLE 22 - FORCE MAJEURE
22.1. Fire, earthquake, flood, war, terrorism, epidemic, strike, official bans, publication bans, collapse of communication infrastructure and events beyond the reasonable control of the Parties shall be considered force majeure.
22.2. A party unable to fulfill its obligation due to force majeure shall notify the other party in writing without delay.
22.3. the force majeure event 30 days, the Parties shall meet to revise the schedule; 60 days , either party may terminate the contract for just cause.
ARTICLE 23 - DURATION OF THE AGREEMENT
23.1. This agreement enters into force on …/…/….. and is valid until …/…/…..
23.2. It can be extended by written agreement of the parties.
ARTICLE 24 - EARLY TERMINATION
24.1. If one party breaches the terms of this agreement, the other party shall give written notice, specifying a minimum of 7 days for the breach to be remedied
24.2. If the discrepancy is not remedied within the given time, the contract may be terminated for just cause.
24.3. Immediate termination without notice is possible in the following cases:
a. serious breach of confidentiality,
b. infringement of intellectual property rights,
c. fraudulent conduct,
d. blatant defamatory actions,
e. bankruptcy, insolvency, or actual inability to perform the service.
ARTICLE 25 - CONSEQUENCES OF TERMINATION
25.1. In case of termination, payment will be made for approved and accrued work.
25.2. The consultant shall return all delivered materials, drafts, and information and documents belonging to the Employer in their possession as of the termination date.
25.3. The terms regarding confidentiality, intellectual property transfer, penalty clauses, and liability remain in effect even after termination.
ARTICLE 26 - NOTIFICATION
26.1. The addresses written in the contract are the addresses for official notifications.
26.2. Unless address changes are notified in writing, notifications sent to the current address will be considered valid.
26.3. Notifications sent via KEP (Registered Electronic Mail), notary public, registered mail with return receipt, and corporate e-mail with written confirmation are considered valid.
ARTICLE 27 - PROHIBITION OF TRANSFER
The consultant may not transfer its rights and obligations arising from this agreement to third parties without the written consent of the Employer. The Employer, however, may transfer its rights arising from this agreement to group companies or companies connected with its publishing activities.
ARTICLE 28 - APPLICABLE LAW AND JURISDICTION
Turkish law shall apply to the interpretation and implementation of this agreement. The Istanbul Central Courts and Enforcement Offices shall have jurisdiction over any disputes arising from this agreement.
ARTICLE 29 - APPENDICES
The following annexes form an integral part of this agreement:
Appendix 1: Scope of Service, Delivery Items and Schedule
Appendix 2: Fee, Invoice and Payment Plan
Appendix 3: Signature Circulars / Authorization Documents of the Parties
Appendix 4: Confidential Information and Data Access Matrix
Appendix 5: Technical and Creative Approval Procedure
ARTICLE 30 - ENTRY INTO FORCE
This agreement consists of 30 articles and has been drawn up in two copies and signed on …/…/…..
EMPLOYER
Title:
Authorized Person:
Signature:
CONSULTANT
Name Surname / Title:
Authorized Person:
Signature:
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