Business Remix Agreement

BUSINESS REMIX AGREEMENT

Effective Date:

Parties

Recitals

WHEREAS, Client owns or controls certain business assets, creative materials, trademarks, trade dress, proprietary processes, or other materials relevant to Client's business (collectively, "Client Materials") and desires to have those materials adapted, remixed, or otherwise modified to create new business deliverables; and

WHEREAS, Remixer represents that it has the professional skill, experience and personnel necessary to perform the adaptation, remixing, and development services described in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Remixer will produce, deliver and transfer rights in the resulting deliverables.

Scope of Work

Payment Terms

Total Fee:    Currency:

Late Payment: If any undisputed amount is not paid within days after the due date, interest shall accrue at the lesser of (a) % per month or (b) the maximum rate permitted by law, together with reasonable costs of collection.

Taxes and Expenses: All fees are exclusive of taxes and duties. Unless otherwise agreed in writing, Client shall be responsible for sales, use, value-added and similar taxes arising from payments to Remixer. Reasonable out-of-pocket expenses pre-approved in writing by Client will be reimbursed upon submission of receipts.

Term and Termination

Term Commencement Date: ; Termination Date (if any):

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure the breach within 30 days after written notice specifying the breach.

Effect of Termination: Upon termination, Remixer shall deliver all completed deliverables and any work in progress for which Client has paid. Client shall pay Remixer for work performed through the effective date of termination and for any irrevocable commitments made prior to termination.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) in any form that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential, including business plans, financial information, customer lists, designs, product specifications, source materials and trade secrets.

Obligations: Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) protect Confidential Information with at least the same degree of care used to protect its own confidential information but no less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors and advisors who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes generally available to the public other than by breach of this Agreement; (ii) was rightfully received from a third party without restriction; (iii) was independently developed without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided the Receiving Party gives prompt notice and cooperates with reasonable protective measures.

Duration: The confidentiality obligations shall survive for three (3) years from the date of disclosure, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Intellectual Property

Pre-existing Materials: Each party retains all right, title and interest in and to its pre-existing intellectual property and materials. Nothing in this Agreement grants a party rights to the other party's pre-existing intellectual property except as expressly described herein.

Ownership of New Materials: The parties select the option that applies below (check the applicable box):

Assignment of all right, title and interest in the Deliverables to Client, with Remixer executing all documents reasonably necessary to effect such assignment.

Non-exclusive, perpetual, worldwide, transferable license to Client to use the Deliverables for Client's business purposes, with Remixer retaining ownership of underlying tools, methodologies and pre-existing materials.

Moral Rights: To the extent permitted by law, Remixer hereby waives any moral rights in the Deliverables and agrees not to assert any such rights against Client.

Representations, Indemnity and Liability

Representations: Each party represents and warrants that it has full power and authority to enter into this Agreement and that its performance will not violate any agreement with a third party.

Indemnity: Each party ("Indemnifying Party") shall indemnify and hold harmless the other party ("Indemnified Party") from and against any losses, liabilities, damages and reasonable costs (including attorneys' fees) arising out of third-party claims to the extent caused by Indemnifying Party's breach of its representations, its negligence, or willful misconduct.

Limitation of Liability: Except for liability arising from a party's gross negligence, willful misconduct, or a breach of confidentiality or indemnity obligations, neither party's aggregate liability for any claim arising out of this Agreement shall exceed the total fees actually paid by Client to Remixer under this Agreement during the 12 months preceding the claim.

Governing Law and Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles.

Dispute Resolution: The parties shall first attempt in good faith to resolve any dispute through negotiation. If unresolved, the parties may pursue arbitration or litigation as expressly agreed in a separately executed dispute resolution clause.

Notices

Notices shall be in writing and effective upon delivery by hand, by nationally recognized overnight courier, or by certified mail (return receipt requested) to the addresses set forth above or to such other address as either party may designate in writing.

Entire Agreement

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except that either party may assign to a successor entity in connection with a merger or sale of substantially all of its assets.

Independent Contractor: Remixer is an independent contractor. Nothing in this Agreement creates an agency, partnership, employment or joint venture relationship between the parties.

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